Equibles

6-K

Zhibao Technology Inc. (ZBAO)

6-K 2026-02-17 For: 2026-02-17
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-42000

Zhibao Technology Inc.

(Translation of registrant’s name into English)

Floor 3, Building 6, Wuxing Road, Lane 727

Pudong New Area, Shanghai, China, 201204

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

☒ Form 20-F      ☐ Form 40-F

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Zhibao Technology Inc. 2026 Equity IncentivePlan

The board of directors (the “Board”) of Zhibao Technology Inc., a Cayman Islands exempted company (“Zhibao”) adopted on February 16, 2026 the Zhibao Technology Inc. 2026 Equity Incentive Plan (the “Plan”), effective as of February 16, 2026. Unless the Board terminates the Plan earlier, it has a term of 10 years.

The Plan provides for the grant of awards representing the right to acquire, or based on the value of, Zhibao’s Class A ordinary shares (“ZhibaoShares”), and includes option award, share appreciation right award, restricted share award, restricted share unit award, performance award, dividend equivalent award and other share or cash based award (each, and “Award”, collectively, the “Awards”) to eligible participants of Zhibao or any related entity, as defined in the Plan.

A total of 4,842,853 Zhibao Shares have been authorized to be issued pursuant to Awards granted under the Plan.

The Plan will be administered by the Board, a committee of the Board to which authority under the Plan has been delegated, or any officer to whom the Board or such committee has delegated authority (the “Plan Administrators”, each, a “Plan Administrator”). The Plan administrator is authorized, subject to the Plan, to designate the participants who are to receive Awards, to determine the type and number of Awards to be granted, and the terms and conditions of each Award grant, among other authorities described in the Plan. The Board may amend, alter, suspend or terminate the Plan at any time, subject to certain limitations described in the Plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Zhibao Technology Inc.
Date: February 17, 2026 By: /s/ Botao Ma
Name: Botao Ma
Title: Chief Executive Officer 
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EXHIBIT INDEX

Exhibit No. Description
10.1 Zhibao Technology Inc. 2026 Equity Incentive Plan
99.1 Form of Stock<br> Option Grant Agreement
99.2 Form of RSU Award Agreement 
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Exhibit 10.1

ZHIBAO TECHNOLOGY INC.

2026 EQUITY INCENTIVE PLAN

1. Purpose

The Plan’s purpose is to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals with the opportunity to acquire Shares. Additionally, the Plan is intended to align the interests of these individuals to those of the Company’s other shareholders.

2. Definitions
2.1. Administrator means the Board or a Committee to the extent the Board’s powers and<br>authorities under the Plan have been delegated to a Committee. “Administrator” also includes any officer that has been delegated<br>authority pursuant to Section 4.2 for such time as such delegation is in effect.
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2.2. Affiliate means (i) any person or entity that directly or indirectly controls, is controlled<br>by or is under common control with the Company and/or (ii) to the extent provided by the Board or a Committee, any person or entity in<br>which the Company has a significant interest as determined by the Board or a Committee in its discretion. The term “control”<br>(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to<br>any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and<br>policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.
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2.3. Applicable Law means any applicable law, including without limitation: (i) provisions of<br>the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder, (ii) corporate, securities, tax or other laws,<br>statutes, rules, requirements, or regulations, whether federal, state, local, or foreign, and (iii) rules of any securities exchange or<br>automated quotation system on which the Shares are listed, quoted, or traded.
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2.4. Award means an Option award, Share Appreciation Right award, Restricted Share award, Restricted<br>Share Unit award, Performance Award, Dividend Equivalents award, or Other Share or Cash Based Award granted to a Participant under the<br>Plan.
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2.5. Award Agreement means an agreement (written or electronic) made and delivered in accordance<br>with Section 12.3 of this Plan evidencing the grant of an Award hereunder.
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2.6. Board means the Board of Directors of the Company.
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2.7. Cause means, in the case of a particular Award, unless the applicable Award Agreement states<br>otherwise, (i) the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined<br>in any employment or consulting agreement or similar document or policy between the Participant and the Company or an Affiliate in effect<br>at the time of such termination or (ii) in the absence of any such employment or consulting agreement, document or policy (or the absence<br>of any definition of “Cause” contained therein), (A) a continuing material breach or material default (including, without<br>limitation, any material dereliction of duty) by Participant of any agreement between the Participant and the Company, except for any<br>such breach or default which is caused by the Participant’s Disability, or a continuing failure by the Participant to follow the<br>direction of a duly authorized representative of the Company; (B) gross negligence, willful misfeasance or breach of fiduciary duty to<br>the Company or Affiliate by the Participant; (C) the commission by the Participant of an act of fraud, embezzlement or any felony or other<br>crime of dishonesty in connection with the Participant’s duties to the Company or Affiliate; or (D) the Participant’s conviction<br>of, or plea of nolo contendere to, a felony or any other crime that would materially and adversely affect: (i) the business reputation<br>of the Company or Affiliate or (ii) the performance of the Participant’s duties to the Company or an Affiliate. Any determination<br>of whether Cause exists shall be made by the Administrator in its sole discretion.
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2.8. Change in Control shall, in the case of a particular Award, unless the applicable Award<br>Agreement provides otherwise or contains a different definition of “Change in Control” be deemed to occur upon:
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2.8.1. A tender offer (or<br>series of related offers) which is made and consummated for the ownership of 50% or more of the outstanding voting securities of the Company,<br>unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting company or corporation<br>or entity are owned in the aggregate by (A) the shareholders of the Company (as of the time immediately prior to the commencement of such<br>offer), or (B) any employee benefit plan of the Company or its Subsidiaries, and their Affiliates;
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2.8.2. The consummation of the Company’s merger or consolidation with another company or other entity,<br>unless as a result of such merger or consolidation, more than 50% of the outstanding voting securities of the surviving or resulting company<br>or other entity shall be owned in the aggregate by (A) the shareholders of the Company (as of the time immediately prior to such transaction);<br>provided, that a merger or consolidation of the Company with another company which is controlled by persons owning more than 50% of the<br>outstanding voting securities of the Company shall constitute a Change in Control unless the Administrator, in its discretion, determine<br>otherwise, or (B) any employee benefit plan of the Company or its Subsidiaries, and their Affiliates;
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2.8.3. The consummation of the Company’s sale of substantially all of its assets to another entity that<br>is not wholly owned by the Company, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by (A)<br>the shareholders of the Company (as of the time immediately prior to such transaction), or (B) any employee benefit plan of the Company<br>or its Subsidiaries, and their Affiliates;
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2.8.4. The consummation of a transaction, or series of transactions, in which a Person acquires 50% or more of<br>the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record), unless as a result of such<br>acquisition more than 50% of the outstanding voting securities of the surviving or resulting company or corporation or entity shall be<br>owned in the aggregate by (A) the shareholders of the Company (as of the time immediately prior to the first acquisition of such securities<br>by such Person), or (B) any employee benefit plan of the Company or its Subsidiaries, and their Affiliates; or
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2.8.5. The Incumbent Directors cease to constitute a majority of the Board for any reason.
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For purposes of this Section 2.8, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) under the Exchange Act.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award or portion thereof that provides for the deferral of compensation that is subject to Section 409A, then to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described above in this Section 2.8 with respect to such Award or portion thereof shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

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The Administrator shall have the authority, in its sole discretion, to determine whether a Change in Control has occurred, the effective date of such Change in Control, and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

2.9. Clawback Policies means any policy of the Company regarding the reduction, recoupment, clawback<br>or recovery of compensation, as such policies may be amended from time to time. “Clawback Policies” includes the Company’s<br>policies to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other Applicable Law,<br>as well as any implementing regulations and/or listing standards.
2.10. Code means the Internal Revenue Code of 1986, as amended, and any successor thereto. References<br>in this Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance issued by any governmental<br>authority under such section, and any amendments or successor provisions to such section, regulations or guidance.
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2.11. Committee means one or more committees or subcommittees of the Board, which shall be comprised,<br>unless otherwise determined by the Board, solely of not less than two members who shall be (i) Non-Employee Directors, and (ii) “Non-Employee<br>Directors” within the meaning of SEC Rule 16b-3.
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2.12. Company means Zhibao Technology Inc., an exempted company incorporated with limited liability<br>under the laws of the Cayman Islands.
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2.13. Consultant means any person, including any adviser, engaged by the Company or a Subsidiary<br>to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company or a Subsidiary, (ii) renders<br>services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote<br>or maintain a market for the Company’s securities, and (iii) who qualifies as a consultant or advisor under Instruction A.1.(a)(1)<br>of Form S-8 under the Securities Act.
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2.14. Designated Beneficiary means, if permitted by the Company, the beneficiary or beneficiaries<br>the Participant designates, in a manner the Company determines, to receive amounts due or exercise the Participant’s rights if the<br>Participant dies. If a Participant does not make an effective designation, then the “Designated Beneficiary” will mean the<br>Participant’s estate or legal heirs.
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2.15. Director means a Board member.
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2.16. Disability means a permanent and total disability under Code Section 22(e)(3).
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2.17. Dividend Equivalents means a right granted to a Participant to receive the equivalent value<br>(in cash or Shares) of dividends paid on a specified number of Shares. Such Dividend Equivalents shall be converted to cash or additional<br>Shares, or a combination of cash and Shares, by such formula and at such time and subject to such limitations as may be determined by<br>the Administrator.
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2.18. Effective Date has the meaning ascribed to such term in Section 21.
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2.19. Employee means any employee of the Company or any of its Subsidiaries.
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2.20. Exchange Act means the United States Securities Exchange Act of 1934, as amended, and all<br>regulations, guidance, and other interpretive authority issued thereunder.
2.21. Fair Market Value means unless otherwise provided by the Administrator in accordance with<br>Applicable Law, on a given date, (i) if the Shares are listed on a national securities exchange, the closing sales price on the principal<br>exchange of the Shares on such date, as reported in The Wall Street Journal or another source the Administrator deems reliable,<br>or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported,<br>or (ii) if the Shares are not listed on a national securities exchange, the mean between the bid and offered prices as quoted by any nationally<br>recognized interdealer quotation system for such date, as reported in The Wall Street Journal or another source the Administrator<br>deems reliable, provided that if the Shares are not quoted on an interdealer quotation system or it is determined that the fair market<br>value is not properly reflected by such quotations, Fair Market Value will be determined by such other method as the Administrator determines<br>in good faith to be reasonable and in compliance with Section 409A.
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2.22. GAAP means United States Generally Accepted Accounting Principles.
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2.23. Greater Than 10% Shareholder means an individual then owning (within the meaning of Code<br>Section 424(d)) more than 10% of the total combined voting power of all classes of shares of the Company or any Parent or Subsidiary.
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2.24. Incumbent Directors means, for any period of 12 consecutive months, individuals who, at<br>the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who<br>shall have entered into an agreement with the Company to effect a transaction described in clause 2.8.1 or 2.8.3 of the Change in Control<br>definition) whose election or nomination for election to the Board was approved by a vote of at least a majority (either by a specific<br>vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director without objection to<br>such nomination) of the Directors then still in office who either were Directors at the beginning of the 12-month period or whose election<br>or nomination for election was previously so approved. No individual initially elected or nominated as a director of the Company as a<br>result of an actual or threatened election contest with respect to Directors or as a result of any other actual or threatened solicitation<br>of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.
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2.25. Non-Employee Director means a Director who is not an Employee.
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2.26. Nonqualified Option means an Option that by its terms, or in operation, does not qualify<br>or is not intended to qualify as an “incentive stock option” as defined in Code Section 422.
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2.27. Option means an Award granted pursuant to Section 6 hereof (excepting Share Appreciation<br>Rights) to purchase a specified number of Shares at a specified price per Share during a specified time period, each as specified in an<br>Award Agreement. Each Option granted pursuant to this Plan shall be a Nonqualified Option.
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2.28. Other Share or Cash Based Awards means cash awards, awards of Shares, and other awards valued<br>by reference to or based on, Shares or other property.
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2.29. Parent means a “parent corporation,” whether now or hereafter existing, as defined<br>by Code Section 424(e).
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2.30. Participant means a Service Provider who has been granted an Award.
2.31. Performance Award means an Award granted hereunder that vests or is earned based at least<br>in part upon the attainment of performance criteria established by the Administrator.
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2.32. Period of Restriction means the period during which the transfer of Restricted Shares is<br>subject to restrictions and a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of<br>certain performance criteria, or the occurrence of other events as determined by the Administrator.
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2.33. Person means as defined in Section 3(a)(9) of the Exchange Act, as modified and used in<br>Sections 13(d) and 14(d) thereof; however, a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other<br>fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily<br>holding securities pursuant to an offering of such securities; or (D) a company or corporation owned, directly or indirectly, by the shareholders<br>of the Company in substantially the same proportion as their ownership of the Company.
2.34. Plan means this Zhibao Technology Inc. 2026 Equity Incentive Plan.
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2.35. Restricted Shares means Shares, subject to a Period of Restriction or certain other specified<br>restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous service<br>for a specified period of time), granted under Section 7 or issued pursuant to the early exercise of an Option.
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2.36. Restricted Share Unit or RSU means an unfunded and unsecured promise to deliver<br>Shares, cash, other securities, or other property, subject to certain restrictions (including, without limitation, a requirement that<br>the Participant remain continuously employed or provide continuous service for a specified period of time), granted under Section 8.
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2.37. Restrictive Covenant means any non-competition, non-solicitation, confidentiality, non-disparagement,<br>non-disclosure, or similar agreement between a Participant and the Company or an Affiliate.
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2.38. Rule 16b-3 means Rule 16b-3 promulgated under the Exchange Act, as amended.
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2.39. SEC means the United States Securities and Exchange Commission.
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2.40. Securities Act means the United States Securities Act of 1933, as amended, and all regulations,<br>guidance, and other interpretive authority issued thereunder.
2.41. Section 409A means Code Section 409A and the regulations and other guidance promulgated<br>thereunder by the United States Treasury Department, as amended.
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2.42. Service Provider means an Employee, Consultant, or a Director.
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2.43. Share Limit has the meaning ascribed to such term in Section 5.1.
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2.44. Shares means Class A ordinary shares, par value $0.0001 per share, of the Company (and any<br>shares or other securities into which such shares may be converted or into which they may be exchanged). 
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2.45. Share Appreciation Right or SAR means a right granted under Section 6 hereof<br>to receive a payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the right is exercised over<br>the exercise price set forth in the applicable Award Agreement.
2.46. Subsidiary means a “subsidiary corporation,” whether now or hereafter existing,<br>as defined by Code Section 424(f).
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2.47. Substitute Awards means Awards granted or Shares issued by the Company in assumption of,<br>or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company<br>or other entity acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.
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2.48. Tax Obligations means any United States and non-United States federal, state, and/or local<br>taxes, including income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax, and any employer tax liability<br>which has been transferred to a Participant, for which a Participant is liable in connection with Awards and/or Shares.
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2.49. Termination of Service means the time at which a Participant has terminated from all service<br>with the Company and its Affiliates, for any reason. A Termination of Service shall occur when a Participant is no longer a Consultant,<br>Employee, or Non-Employee Director. The Company, in its sole discretion, shall make all determinations regarding whether a Termination<br>of Service has occurred.
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3. Eligibility
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Service Providers are eligible to receive Awards pursuant to the Plan, subject to the Plan’s conditions and limitations. No Service Provider shall have any right to be granted an Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Service Providers, Participants, or other persons uniformly.

4. Administration
4.1. Generally. The Plan will be administered by the Administrator. The Administrator is authorized,<br>subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of<br>the Plan and to make such determinations and interpretations, and to take such action in connection with the Plan and any benefits granted<br>hereunder as it deems necessary or advisable. Without limiting the foregoing, the Administrator shall have the sole discretion to (i)<br>designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Shares<br>to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine<br>the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised<br>in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended, and the method or methods by<br>which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances<br>the delivery of cash, Shares, other securities, other Awards or other property and other amounts payable with respect to an Award shall<br>be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete<br>any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan; (viii) establish, amend, suspend,<br>or waive any rules and regulations and appoint such agents as the Administrator shall deem appropriate for the proper administration of<br>this Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; (x) to reprice existing<br>Awards or to grant Awards in connection with or in consideration of the cancellation of an outstanding Award with a higher price; and<br>(xi) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration<br>of the Plan. All determinations and interpretations made by the Administrator shall be binding and conclusive on all Participants and<br>their legal representatives.
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4.2. Delegation. The Board or a Committee may delegate its powers and authorities to one or more Committees<br>or officers of the Company, provided, however, that no officer of the Company or any Subsidiary may be delegated authority to grant, amend,<br>modify, make any administrative determination to, or cancel any Awards held by either (A) any person subject to Section 16 of the Exchange<br>Act or (B) an officer who has been delegated any authority under the Plan. All delegations shall be subject to terms and conditions determined<br>by the Board or a Committee. Any delegation of authority under the Plan may be revoked at any time. Regardless of any delegation, the<br>Board or a Committee may act as the Administrator at any time in accordance with Applicable Law.
4.3. Liability. Neither the Administrator nor any employee of the Company shall be liable for any act<br>or failure to act hereunder, except in circumstances involving his or her bad faith, gross negligence, or willful misconduct, or for any<br>act or failure to act hereunder by any other member or employee or by any agent to whom duties in connection with the administration of<br>this Plan have been delegated. The Company shall indemnify members of the Administrator and any agent of the Administrator who is an employee<br>of the Company, a Subsidiary, or an Affiliate against any and all liabilities or expenses to which they may be subjected by reason of<br>any act or failure to act with respect to their duties on behalf of the Plan, except in circumstances involving such person’s bad<br>faith, gross negligence or willful misconduct.
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4.4. Administrative Delegation and Reliance. The Administrator may delegate to one or more of its members,<br>or to one or more agents, such administrative duties as it may deem advisable, and the Administrator, or any person to whom it has delegated<br>duties as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Administrator or such person<br>may have under the Plan. The Administrator may employ such legal or other counsel, consultants, and agents as it may deem desirable for<br>the administration of the Plan and may rely upon any opinion or computation received from any such counsel, consultant, or agent.
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5. Plan Limits
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5.1. Number of Shares Available for Issuance. Subject to the provisions of Section 11, the maximum aggregate<br>number of Shares that may be issued or otherwise transferred under the Plan shall be 4,842,853 (the “Share Limit”).<br>The Shares subject to the Plan may be authorized, but unissued, transferred or reacquired shares.
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5.2. Share Recycling. Upon payment in Shares pursuant to the exercise or settlement of an Award, the<br>number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually issued in such payment.<br>If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender of Shares, or if the Shares<br>are tendered or withheld to satisfy any tax withholding obligations, the number of Shares so tendered or withheld shall again be available<br>for issuance pursuant to future Awards under the Plan. Shares shall not be deemed to have been issued pursuant to the Plan with respect<br>to any portion of an Award that is settled in cash. If any outstanding Award expires or is terminated or canceled without having been<br>exercised or settled in full, or if the Shares acquired pursuant to an Award subject to forfeiture, surrender or repurchase are forfeited,<br>surrendered or repurchased by the Company, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased<br>Shares shall again be available for grant under the Plan.
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5.3. Substitute Awards. Substitute Awards shall not be counted against the Share Limit;. Additionally,<br>Shares subject to Substitute Awards shall not be added to the Shares available for Awards under the Plan pursuant to Section 5.2. If the<br>Company or any Subsidiary acquires or combines with a company that has shares available under an equity plan approved by shareholders<br>and in place prior to such acquisition or combination (and not adopted in contemplation of such acquisition or combination), the available<br>shares under the acquired or combined entity’s plan (as appropriately adjusted to reflect the transaction) may be used for Awards<br>under the Plan and shall not count against the Share Limit (and Shares subject to such Awards may again become available for Awards under<br>the Plan as provided in Section 5.2). Awards made from the available shares of an acquired or combined entity’s plan shall not be<br>made after the date awards or grants could not be under the terms of the acquired or combined entity’s plan prior to the acquisition<br>or combination, and shall only be made to individuals who were not Service Providers prior to such acquisition or combination. Substitute<br>Awards may be granted on such terms and conditions as the Administrator deems appropriate.
5.4. Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or<br>in any policy of the Company regarding Non-Employee Director compensation, the sum of the grant date fair value (determined as of the<br>grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto)<br>of all equity-based Awards and the maximum amount that may become payable pursuant to all cash-based Awards that may be granted to a Service<br>Provider as compensation for services as a Non-Employee Director during any calendar year shall not exceed $750,000 for such Service Provider’s<br>first year of service as a Non-Employee Director and $500,000 for each year thereafter.
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6. Options and Share Appreciation Rights
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6.1. General. The Administrator, at any time and from time to time, may grant Options or Share Appreciation<br>Rights under the Plan to Service Providers. Each Option or Share Appreciation Right shall be subject to such terms and conditions consistent<br>with the Plan as the Administrator may impose from time to time, subject to the limitations in this Section 6. Any Option or Share Appreciation<br>Rights granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined<br>by the Administrator and set forth in the Award Agreement. Exercising an Option or Share Appreciation Right in any manner will decrease<br>the number of Shares thereafter available for purchase under the Option or Share Appreciation Right, by the number of Shares as to which<br>the Option or Share Appreciation Right is exercised.
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6.2. Exercise Price. The per share exercise price for Shares to be issued pursuant to exercise of an<br>Option or Share Appreciation Right will be determined by the Administrator; provided, however, that to avoid the imposition of taxes under<br>Section 409A, the exercise price per Share shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the<br>date of grant, subject to Section 5.3. In the case of an Option or Share Appreciation Right that is a Substitute Award, the exercise price<br>for Shares subject to such Option or Share Appreciation Right may be less than the Fair Market Value per Share on the date of grant; provided<br>that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Code Sections 424<br>and 409A.
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6.3. Exercise Period. Options and Share Appreciation Rights shall be exercisable at such time or times<br>and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that no Option or Share Appreciation<br>Right shall be exercisable later than ten (10) years after the date it is granted. No portion of an Option or Share Appreciation Right<br>which is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable and the portion of an Option<br>or Share Appreciation Right which is unexercisable at a Participant’s Termination of Service shall automatically expire on the date<br>of such Termination of Service. Options and Share Appreciation Rights granted to an Employee who is a non-exempt employee for purposes<br>of overtime pay under the United States Fair Labor Standards Act of 1938 shall not become exercisable earlier than six months after its<br>date of grant. Options and Share Appreciation Rights shall terminate at such earlier times and upon such conditions or circumstances as<br>the Administrator shall in its discretion set forth in such Award Agreement at the date of grant; provided, however, the Administrator<br>may, in its sole discretion, later waive any such condition. If, prior an Option’s or Share Appreciation Right’s exercise<br>and prior to its termination, a Participant commits an act of Cause (to be determined by the Administrator), or violates a Restrictive<br>Covenant, the Administrator may terminate the Participant’s right to exercise the Option or Share Appreciation Right when it reasonably<br>believes that the Participant may have participated in such act or violation.
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6.4. Exercise. Options and Share Appreciation Rights may be exercised by delivering to the Company (or<br>such other person or entity designated by the Administrator) a notice of exercise, in a form and manner the Company approves, which may<br>be written or electronic, signed or authenticated by the person authorized to exercise the Option or Share Appreciation Right, together<br>with, as applicable, (a) payment in full of the exercise price for the number of Shares for which the Option is exercised in a manner<br>consistent with Section 6.5 and (b) satisfaction in full of any withholding obligations for Tax Obligations in a manner specified in Section<br>12.5. The Administrator may, in its discretion, require that any partial exercise of an Option or Share Appreciation Right be with respect<br>to a minimum number of Shares.
6.5. Payment Upon Exercise. To the extent permitted by Applicable Law, the Participant may pay the Option<br>exercise price by cash, wire transfer, or check and, if approved by the Administrator, as determined in its sole discretion, by the following<br>methods:
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6.5.1. surrender of other Shares that meet the conditions established by the Administrator to avoid adverse accounting<br>consequences to the Company (as determined by the Administrator);
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6.5.2. by a broker-assisted cashless exercise in accordance with procedures approved by the Administrator, whereby<br>payment of the exercise price may be satisfied, in whole or in part, with Shares subject to the Option by delivery of an irrevocable direction<br>to a securities broker (on a form prescribed by the Administrator) to sell Shares and to deliver all or part of the sale proceeds to the<br>Company in payment of the aggregate exercise price;
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6.5.3. by delivery of a notice of “net exercise” to the Company, pursuant to which the Participant<br>shall surrender Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;
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6.5.4. such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable<br>Law;
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6.5.5. any combination of the foregoing methods of payment.
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7. Restricted Share
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7.1. Generally. The Administrator, at any time and from time to time, may grant Restricted Shares to<br>Service Providers in such amounts as the Administrator, in its sole discretion, will determine, subject to the limitations of this Section<br>7. Each Award of Restricted Shares will be evidenced by an Award Agreement that will specify the Period of Restriction and the applicable<br>restrictions, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.<br>Restricted Shares may be awarded in consideration for (i) cash, check, bank draft or money order payable to the Company, (ii) past service,<br>or (iii) any other form of legal consideration (including future Service) that may be acceptable to the Administrator, in its sole discretion,<br>and permissible under Applicable Laws.
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7.2. Restrictions; Voting Rights; Transferability. Unless the Administrator determines otherwise, Restricted<br>Share will be held by the Company as escrow agent until the restrictions on such Restricted Share have lapsed. The Administrator, in its<br>discretion, may accelerate the time at which any restrictions will lapse or be removed. During the Period of Restriction, a Participant<br>holding Restricted Share may exercise the voting rights applicable to those restricted Shares, unless the Administrator determines otherwise.<br>Restricted Share may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable<br>Period of Restriction.
7.3. Dividends and Other Distributions. Except as provided in the Award Agreement, during the Period<br>of Restriction, a Participant holding Restricted Share will be entitled to receive all dividends and other distributions paid with respect<br>to such Restricted Share. If any such dividends or distributions are paid in Shares, such Shares will be subject to the same restrictions<br>on transferability and forfeitability as the Restricted Share with respect to which they were paid.
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7.4. Return of Restricted Share to the Company. On the date set forth in the Award Agreement, the Restricted<br>Share for which restrictions have not lapsed will be forfeited and will revert to the Company and again will become available for grant<br>under the Plan.
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7.5. Section 83(b) Election. If a Participant makes an election under Code Section 83(b) to be taxed<br>with respect to the Restricted Share as of the date of transfer of the Restricted Share rather than as of the date or dates upon which<br>such Participant would otherwise be taxable under Code Section 83(a), such Participant shall be required to deliver a copy of such election<br>to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof.
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8. Restricted Share Units (RSUs)
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8.1. Generally. The Administrator, at any time and from time to time, may grant RSUs under the Plan<br>to Service Providers. Each RSU shall be subject to such terms and conditions as are consistent with the Plan and as the Administrator<br>may impose from time to time, subject to this Section 8. Each Award of RSUs will be evidenced by an Award Agreement that will specify<br>the terms, conditions, and restrictions related to the grant, including the number of RSUs and such other terms and conditions as the<br>Administrator, in its sole discretion, will determine. A Participant holdings RSUs will have only the rights of a general unsecured creditor<br>of the Company until delivery of Shares, cash, other securities, other property, or a combination of the foregoing.
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8.2. Vesting and Other Terms. The Administrator will set vesting criteria in its discretion, which,<br>depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the Participant. Upon<br>meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding<br>the foregoing, at any time after the grant of RSUs, the Administrator, in its sole discretion, may reduce or waive any vesting criteria<br>that must be met to receive a payout.
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8.3. Form and Timing of Payment. Payment of vested RSUs will be made as soon as practicable after the<br>date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle vested<br>RSUs in Shares, cash, other securities, other property, or a combination of the foregoing. If a cash payment is made in lieu of delivering<br>Shares, the amount of such payment shall be equal to the fair market value of the Shares as of the date on which the restricted period<br>lapsed with respect to such RSUs, less an amount equal to any taxes required to be withheld or paid. The Administrator may provide that<br>RSUs will be deferred, on a mandatory basis or at the Participant’s election, subject to compliance with Applicable Law.
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8.4. Voting. The holders of RSUs shall have no voting rights as the Company’s shareholders.
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9. Performance Awards
9.1. Generally. The Administrator shall have the authority to designate any Award described in Sections<br>6 through 8 of the Plan as a Performance Award. Additionally, the Administrator shall have the authority to make an award of a cash bonus<br>to any Participant and designate such Award as a Performance Award.
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9.2. Discretion of Administrator. The Administrator shall have the discretion to establish the terms,<br>conditions, and restrictions of any Performance Award. For each performance period, the Administrator shall have the sole authority to<br>select the length of such performance period, the types of Performance Awards to be granted, the performance criteria that will be used<br>to establish the performance goals, and the level(s) of performance which shall result in a Performance Award being earned.
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9.3. Performance Criteria. The Administrator may establish performance-based conditions for an Award<br>as specified in the Award Agreement, which may be based on the attainment of specific levels of performance of the Company (and/or one<br>or more Subsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without<br>limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before<br>or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating<br>profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity,<br>or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash<br>flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s<br>equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins;<br>(xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense<br>targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working<br>capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels<br>and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii)<br>timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii)<br>strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance<br>criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Subsidiaries as a whole<br>or any business unit(s) of the Company and/or one or more Subsidiaries or any combination thereof, as the Administrator may deem appropriate,<br>or any of the above performance criteria may be compared to the performance of a selected group of comparison or peer companies, or a<br>published or special index that the Administrator, in its sole discretion, deems appropriate, or as compared to various stock market indices.<br>The Administrator also has the authority to provide for accelerated vesting of any Award based on the achievement of performance criteria<br>specified in this paragraph. Any performance criteria that are financial metrics, may be determined in accordance with GAAP or may be<br>adjusted when established to include or exclude any items otherwise includable or excludable under GAAP.
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9.4. Modification of Performance Goals. At any time, the Administrator may adjust or modify the calculation<br>of a performance goal for a performance period, to appropriately reflect any circumstance or event that occurs during a performance period<br>and that in the Administrator’s sole discretion, warrants adjustment or modification. Adjustments the Administrator may make include<br>but are not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes<br>in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring<br>programs; (v) unusual and/or infrequently occurring items; (vi) acquisitions or divestitures; (vii) discontinued operations; (viii) any<br>other specific unusual or infrequently occurring or non-recurring events, or objectively determinable category thereof; (ix) foreign exchange<br>gains and losses; and (x) a change in the Company’s fiscal year.
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9.5. Terms and Conditions to Payment. Except as otherwise provided in an Award Agreement, a Participant<br>must be employed by the Company on the last day of a performance period to be eligible to vest and receive Shares, cash, or other consideration<br>in respect of a Performance Award for such performance period. A Participant shall be eligible to receive payment in respect of a Performance<br>Award only to the extent that the performance goals for such period are achieved and any other vesting conditions specified in the Participant’s<br>Award Agreement are satisfied. Following the completion of a performance period, the Administrator shall determine whether, and to what<br>extent, the performance goals for the performance period have been achieved and determine the number of Shares, cash or other consideration<br>that will be settled pursuant to Performance Awards.
9.6. Timing of Award Payments. Except as provided in an Award Agreement, Performance Awards granted<br>for a performance period shall be paid to Participants as soon as administratively practicable following the Administrator’s determination<br>in accordance with Section 9.5.
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10. Other Awards
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10.1. General. The Administrator may grant Dividend Equivalents or Other Share or Cash Based Awards,<br>to one or more Service Providers, in such amounts and subject to such terms and conditions as are consistent with the Plan.
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10.2. Dividend Equivalents. The Administrator may provide that any Award, other than an Option or Share<br>Appreciation Right, may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently<br>or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability<br>as the Award with respect to which the Dividend Equivalents are granted. The payment of Dividend Equivalents shall be specified in the<br>applicable Award Agreement and shall in all cases be subject to Applicable Law.
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10.3. Other Share or Cash Based Awards. Other Share-Based Awards may be granted either alone, in addition<br>to, or in tandem with, other Awards granted under the Plan and/or cash awards made outside of the Plan. The Administrator shall have authority<br>to determine the Service Providers to whom and the time or times at which Other Share-Based Awards shall be made, the amount of such Other<br>Share-Based Awards, and all other conditions of the Other Share-Based Awards including any dividend and/or voting rights. The Administrator<br>may grant Cash Awards in such amounts and subject to such performance or other vesting criteria and terms and conditions as the Administrator<br>may determine. Cash Awards shall be evidenced in such form as the Administrator may determine.
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11. Adjustments; Change in Control
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11.1. Adjustments. In the event that any dividend or other distribution (whether in the form of cash,<br>Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation,<br>split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate<br>structure of the Company affecting the Shares occurs such that an adjustment is determined by the Administrator (in its sole discretion)<br>to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under<br>the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust (i) the number and class of Shares which<br>may be delivered under the Plan (or number and kind of other securities or other property); (ii) the number, class and price (including<br>the exercise or strike price of Options and SARs) of Shares subject to outstanding Awards, (iii) any applicable performance criteria,<br>performance period, and other terms and conditions of outstanding Performance Awards, and (iv) the numerical limits in Section 5. Notwithstanding<br>the preceding, the number of Shares subject to any Award always shall be a whole number.
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11.2. Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company,<br>the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator<br>in its discretion may provide for a Participant to have the right to exercise an Award, to the extent applicable, until ten (10) days<br>prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Award would not be vested or otherwise<br>be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award<br>shall lapse one hundred percent (100%), and that any Award vesting shall accelerate one hundred percent (100%), provided the proposed<br>dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously vested and,<br>if applicable, exercised, an Award will terminate immediately prior to the consummation of such proposed action.
11.3. Change in Control. In the event of a Change in Control, each outstanding Award shall be assumed<br>or an equivalent award substituted by the acquiring or successor entity or a parent of the acquiring or successor entity. Unless determined<br>otherwise by the Administrator, in the event that the successor entity refuses to assume or substitute an Award, (A) the Participant shall<br>fully vest in and have the right to exercise the Award as to all of the Shares, including those as to which it would not otherwise be<br>vested or exercisable; (B) all applicable restrictions will lapse; and (C) all performance objectives and other vesting criteria<br>will be deemed achieved at targeted levels. If an Option or SAR is not assumed or substituted in the event of a Change in Control, the<br>Administrator shall notify the Participant in writing or electronically that the Option or SAR shall be exercisable, to the extent vested,<br>for a period of up to fifteen (15) days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such<br>period. For the purposes of this Section 11.3, the Award shall be considered assumed if, following the Change in Control, the Award confers<br>the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether<br>shares, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective<br>date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority<br>of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely<br>common shares of the acquiring or successor entity or its parent, the Administrator may, with the consent of the acquiring or successor<br>entity, provide for the consideration to be received, for each Share subject to the Award, to be solely common shares of the acquiring<br>or successor entity or its parent equal in fair market value to the per share consideration received by holders of Shares in the Change<br>in Control. Notwithstanding anything herein to the contrary, an Award that vests, is earned, or is paid out upon the satisfaction of one<br>or more performance goals will not be considered assumed if the Company or the acquiring or successor entity modifies any of such performance<br>goals without the Participant’s consent; provided, however, that a modification to such performance goals only to<br>reflect the acquiring or successor entity’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise<br>valid Award assumption. Payments under this Section 11.3 may be delayed to the same extent that payment of consideration to the holders<br>of Shares in connection with the Change in Control is delayed as a result of escrows, earnouts, holdbacks, or any other contingencies.
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12. Provisions Applicable to Awards
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12.1. Conditions Upon Issuance of Shares. Shares will not be issued pursuant to an Award unless the exercise<br>of such Award and the issuance and delivery of such Shares will comply with Applicable Law and will be further subject to the approval<br>of counsel for the Company with respect to such compliance. As a condition to the exercise or receipt of an Award, the Company may require<br>the person exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are<br>being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel<br>for the Company, such a representation is required or desirable.
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12.2. Transferability. No Award may be sold, assigned, transferred, pledged or otherwise encumbered,<br>either voluntarily or by operation of law, except by will or the laws of descent and distribution. Each Participant may file with the<br>Administrator a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable<br>with respect to an Award, if any, due under this Plan upon his or her death. A Participant may, from time to time, revoke or change his<br>or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Administrator. The last<br>such designation filed with the Administrator shall be controlling; provided, however, that no designation, or change or revocation thereof,<br>shall be effective unless received by the Administrator prior to the Participant’s death, and in no event shall it be effective<br>as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his<br>or her spouse or, if the Participant is unmarried at the time of death, his or her estate. Upon the occurrence of a Participant’s<br>divorce (as evidenced by a final order or decree of divorce), any spousal designation previously given by such Participant shall automatically<br>terminate.
12.3. Documentation. All Awards made under the Plan shall be made pursuant to an Award Agreement. The<br>Administrator may, in its sole discretion, determine the terms and conditions set forth in each Award Agreement, provided that all such<br>terms and conditions are consistent with the Plan.
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12.4. Discretion. All Awards made pursuant to the Plan may be made alone or in addition to or in conjunction<br>with any other Award. The terms of each Award are not required to be identical, and the Administrator does not have to treat Participants<br>or Awards uniformly.
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12.5. Withholding. A Participant shall be required to pay to the Company or any Affiliate, or the Company<br>or any Affiliate shall have the right and is hereby authorized to withhold, from any cash, Shares, other securities or other property<br>deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Shares, other securities<br>or other property) of any required withholding taxes, including any Tax Obligations, in respect of an Award, its exercise, or any payment<br>or transfer under an Award or under this Plan and to take such other action as may be necessary in the opinion of the Administrator or<br>the Company to satisfy all obligations for the payment of such withholding and taxes. In addition, the Administrator, in its discretion,<br>may make arrangements mutually agreeable with a Participant who is not an employee of the Company or an Affiliate to facilitate the payment<br>of applicable income and self-employment taxes. Without limitation, the Administrator may, in its sole discretion, permit a Participant<br>to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of Shares (which are not subject to any pledge<br>or other security interest) owned by the Participant having a fair market value equal to such withholding liability, (B) having the Company<br>withhold from the number of Shares otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares<br>with a fair market value equal to such withholding liability, (C) deducting an amount sufficient to satisfy such withholding obligation<br>from any payment of any kind otherwise due to a Participant, (D) accepting a payment from the Participant in cash, by wire transfer of<br>immediately available funds, or by check made payable to the order of the Company, or (E) if there is a public market for Shares at the<br>time the withholding obligation for Tax Obligations is to be satisfied, selling Shares issued pursuant to the Award creating the withholding<br>obligation. The amount withheld pursuant to any of the foregoing payment forms shall be determined by the Company and may be up to (but<br>not in excess of) the aggregate amount of such obligations based on the maximum statutory withholding rates in the Participant’s<br>jurisdiction for all Tax Obligations that are applicable to such taxable income.
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12.6. Award Modification; Repricing. The Administrator may at any time, and from time to time, amend<br>the terms of any one or more Awards without the consent of any Participant; provided, however, that the Administrator may not make any<br>amendment which would otherwise constitute an impairment of the material rights under any Award unless the Participant consents to such<br>impairment in writing. Notwithstanding anything to the contrary in Section 4 and except for an adjustment pursuant to Section 11 or a<br>repricing approved by shareholders, in no case may the Administrator (i) amend an outstanding Option or Share Appreciation Right to reduce<br>the exercise price of the Award, (ii) cancel, exchange, or surrender an outstanding Option or Share Appreciation Right in exchange for<br>cash or other awards for the purpose of repricing the Award, or (iii) cancel, exchange, or surrender an outstanding Option or Share Appreciation<br>Right in exchange for an Option or Share Appreciation Right with an exercise price that is less than the exercise price of the original<br>Award.
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12.7. Acceleration. The Administrator may at any time provide that any Award will become immediately<br>vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable,<br>in each case, subject to Applicable Law.
12.8. Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan. The<br>Administrator shall determine whether cash, additional Awards, or other property shall be issued or paid in lieu of fractional Shares<br>or whether any fractional Shares should be rounded, forfeited, or otherwise eliminated.
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13. Section 409A
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13.1. General. The Plan is intended to comply with Section 409A to the extent subject thereto, and shall<br>be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term<br>deferral period” (as defined in Section 409A) shall not be treated as deferred compensation unless Applicable Law requires otherwise.<br>Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent,<br>amend this Plan or any Award, adopt policies and procedures, make corrective filings, or take any other actions (including amendments<br>and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including exempting the Plan<br>and Awards from Section 409A or complying with 409A.
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13.2. Payments to Specified Employees. Notwithstanding anything in the Plan or an Award Agreement to<br>the contrary, any payment or settlement made pursuant to an Award to a “specified employee” (as defined by Section 409A and<br>as determined by the Administrator) due to such Participant’s “separation from service” (as defined by Section 409A)<br>will, to the extent necessary to avoid adverse tax consequences to the Participant, be delayed for the six-month period immediately following<br>such “separation from service (or, if earlier, on the “specified employee’s” death) and will instead be paid on<br>the day immediately following such six-month period or as soon as practicable thereafter. Any delayed payment under this Section 13.2<br>shall not accrue interest during the delay. All payments of “nonqualified deferred compensation” (as defined by Section 409A)<br>that are scheduled to be paid more than six months following a “specified employee’s” termination, shall be made on<br>their regular schedule.
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13.3. Change in Control. If any Award is or becomes subject to Code Section 409A and if payment of such<br>Award would be accelerated or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed<br>modified, only to the extent necessary to avoid the imposition of an excise tax under Code Section 409A, to mean a “change in control<br>event” as such term is defined for purposes of Code Section 409A.
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14. Amendment of the Plan
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The Board may at any time amend, alter, suspend, or terminate the Plan. The Company will obtain shareholder approval of any Plan amendment to the extent necessary or desirable to comply with Applicable Law or any shareholders’ agreement in force with respect to the Company, including any amendment that (i) increases the number of Shares available for issuance under the Plan or (ii) changes the persons or class of persons eligible to receive Awards. No amendment, alteration, suspension, or termination of the Plan will materially impair the rights of any Participant with respect to outstanding Awards, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

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15. Foreign Participants

The Administrator may from time to time establish sub-plans under the Plan for purposes of satisfying securities, tax, or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions as the Administrator determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.

16. Clawbacks

Notwithstanding any other provisions in the Plan, the Administrator may cancel any Award, require reimbursement of any Award, and effect any other right of recoupment of equity or other compensation provided under the Plan in accordance with Company policies, including the Company’s Clawback Policies. A Participant may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or an Award Agreement, in accordance with the Clawback Policies. By accepting an Award, the Participant agrees to be bound by the Clawback Policies and to adhere to the Clawback Policies to the extent required by Applicable Law.

17. No Right to Continued Service

Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) a Participant’s employment with or without notice and with or without Cause, or (ii) a Participant’s service as a Consultant or Director.

18. No Rights as a Shareholder

Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to such Award unless and until such Participant has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities, or other property) or distributions of other rights for which the record date is prior to the date such Share certificates are issued, except as provided in Section 11.

19. Miscellaneous
19.1. Limitations on Liability. Neither the Company, nor its Parent, nor any Subsidiary, nor any person<br>serving as Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its<br>intended characterization under the tax, securities, or other applicable laws and regulations.
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19.2. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory<br>body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of<br>any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such<br>requisite authority will not have been obtained.
19.3. Severability. Notwithstanding any contrary provision of the Plan or an Award Agreement, if any<br>one or more of the provisions (or any part thereof) of this Plan or an Award Agreement shall be held invalid, illegal, or unenforceable<br>in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability<br>of the remaining provisions (or any part thereof) of the Plan or Award Agreement, as applicable, shall not in any way be affected or impaired<br>thereby.
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19.4. Governing Documents. The Plan and each Award Agreement evidencing an Award are intended to be read<br>together, and together, set forth the complete terms and conditions of each Award. To the extent of any contradiction between the Plan<br>and any Award Agreement or other written agreement between a Participant and the Company, the Plan will govern unless the Award Agreement<br>or other written agreement was approved by the Administrator and expressly provides that a specific provision of the Plan will not apply.
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19.5. Governing Law. The Plan will be governed by and construed in accordance with the internal laws<br>of the State of Delaware, without reference to any choice of law principles.
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19.6. Titles and Headings. The titles and headings in the Plan are for purposes of convenience only and<br>are not intended to define or limit the construction of the provisions hereof.
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19.7. Intended to Comply with Applicable Law. The Plan and all Awards granted hereunder are intended<br>to fully comply with Applicable Law. All administrative actions, determinations, and exercises of discretion by the Administrator shall<br>comply with Applicable Law.
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20. Shareholder Approval
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The Plan will not be subject to approval by the shareholders of the Company (subject to the requirements of the Companies Act (Revised) of the Cayman Islands and any shareholders’ agreement in force with respect to the Company).

21. Effective Date

The Plan shall be effective as of February 16, 2026. (the “Effective Date”).

Unless terminated earlier under Section 14, this Plan shall terminate on February 15, 2036, ten (10) years after the Effective Date.

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Exhibit 99.1

zhibaotechnology inc. 2026 equity INCENTIVE PLAN

FORM OF STOCKOPTION GRANT AGREEMENT

I. NOTICEOF OPTION GRANT

GranteeName: __________________________________

Address:_________________________________________

Zhibao Technology Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) hereby grants the undersigned Grantee (the “Grantee”) a stock option (the “Option”) to purchase shares of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Shares”), subject to the terms and conditions of the Zhibao Technology Inc. 2026 Equity Incentive Plan (the “Plan”) and this Stock Option Grant Agreement (the “Grant Agreement”), as follows:

Grant Date:
Vesting Commencement Date:
Exercise Price per Share:
Total Number of Shares Granted:
Target Number of Shares Granted:
Total Exercise Price: US
Type of Option: þ
☐
Term/Expiration Date:
Vesting Schedule:

All values are in US Dollars.

II. GRANTAGREEMENT

1. Grant of Option.

(a) Pursuant to the terms of the Plan, the Company hereby grants to the Grantee named in the Notice of Option Grant in Part I of this Grant Agreement, an Option to purchase the number of Shares set forth in the Notice of Option Grant, at the exercise price per Share set forth in the Notice of Option Grant (the “Exercise Price”). In the event of a conflict between the terms and conditions of the Plan and this Grant Agreement, the terms and conditions of the Plan shall prevail. Any capitalized terms not defined herein shall have the meaning set forth in the Plan.

(b) If designated in the Notice of Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an “incentive stock option” as defined in Code Section 422. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonqualified Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as an NSO. In no event shall the Company or any affiliate or any of their respective employees or directors have any liability to the Grantee (or any other person) due to the failure of the Option to qualify for any reason as an ISO.

2. Exercise of Stock Option. This Option shall be exercisable during its term as follows:

(a) Right to Exercise. This Option shall be exercisable cumulatively according to the vesting schedule set forth in the Notice of Option Grant, but the Option may not be exercised for a fraction of a Share.

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option (to the extent then vested), the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable withholding taxes. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable withholding taxes.

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(c) Compliance. No Shares shall be issued pursuant to the exercise of the Option unless such issuance and such exercise comply with Applicable Law. Assuming such compliance, for income tax purposes, the Shares shall be considered transferred to the Grantee on the date on which the Option is exercised with respect to such Shares. The Shares shall be unregistered unless the Company voluntarily files a registration statement covering such Shares with the U.S. Securities and Exchange Commission.

3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Grantee:

(a) cash;

(b) delivery of Shares that the Grantee has owned for at least six months (valued at Fair Market Value on the date of exercise);

(c) by a broker-assisted cashless exercise in accordance with procedures approved by the Administrator, whereby payment of the Exercise Price may be satisfied, in whole or in part, with Shares subject to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Administrator) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price;

(d) for a NSO only and only if approved by the Administrator, as determined in its sole discretion, by delivery of a notice of “net exercise” to the Company, pursuant to which the Grantee shall receive the number of Shares underlying the Option so exercised reduced by the number of Shares equal to the aggregate Exercise Price of the Option divided by the Fair Market Value on the date of exercise;

(e) if approved by the Administrator, such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Law; or

(f) any combination of the foregoing methods of payment.

4. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of Applicable Law.

5. Nontransferability of Option. This Option may not be transferred in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Grantee only by the Grantee. The terms of this Grant Agreement shall be binding upon the executors, administrators, heirs, successors, and assigns of the Grantee.

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6. Term of Option. This Option may be exercised only within the term set out in the Notice of Option Grant and may be exercised during such term only in accordance with the terms of this Grant Agreement and the Plan.

7. Tax Obligations.

(a) Applicable Withholding Taxes. The Grantee agrees to make appropriate arrangements with the Company (or the affiliate employing or retaining the Grantee) for the satisfaction of all applicable withholding taxes applicable to the Option exercise. The Grantee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such applicable withholding taxes are not delivered at the time of exercise.

(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to the Grantee herein is an ISO, and if the Grantee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Grant Date, or (ii) the date one (1) year after the date of exercise, the Grantee shall immediately notify the Company in writing of such disposition.

(c) Section 409A. The Option is intended to be exempt from Section 409A, and it shall be administered and interpreted in a manner that is consistent with such intent.

8. Entire Agreement; Governing Law. This Grant Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified in a manner materially adverse to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. This Grant Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to any choice of law principles.

9. Notices. Any notice to be given under this Grant Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Grant Agreement to the Grantee must be in writing and addressed to the Grantee at the Grantee’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section 9, either party may designate a different address for notices to be given to the party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office, or when delivered by a nationally recognized express shipping company.

10. Compensation Recovery.

(a) The Grantee agrees that this Option and any Shares or other benefits or proceeds therefrom that the Grantee may receive hereunder shall be subject to forfeiture and/or repayment to the Company pursuant to any recovery, recoupment, “clawback” or similar policy of the Company, as may be amended from time to time, and with the provisions of any such Company policy deemed incorporated into this Grant Agreement without the Grantee’s additional or separate consent.

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(b) At any time during the three years following the date(s) on which this Option vests, the Company reserves the right to and, in the appropriate cases, will seek restitution of all or part of any Shares that have been issued pursuant to this Grant Agreement if the Grantee engaged in intentional misconduct that caused or partially caused the need for such a restatement, or the Grantee has been determined to have committed a material violation of law or Company policy or to have failed to properly manage or monitor the conduct of a Service Provider who has committed a material violation of law or Company policy whereby, in either case, such misconduct causes significant harm to the Company.

(c) In the event the number of Shares issued pursuant to this Option is determined to have been based on materially inaccurate financial statements or other Company performance measures or on calculation errors (without any misconduct on the part of the Grantee) at any time during the three years following the date(s) on which this Option vests, the Company reserves the right to and, in appropriate cases, will seek restitution of the Shares received pursuant to this Grant to the extent that the number of Shares received exceeded the number of Shares that would have been exercised and issued had the inaccuracy or error not occurred.

(d) For purposes of the foregoing, the Grantee expressly and explicitly authorizes the Company to issue instructions on the Grantee’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to this Option to re-convey, transfer or otherwise return such Shares to the Company upon the Company’s enforcement of its rights under this Section 10. By accepting this Grant, the Grantee agrees and acknowledges the Grantee is obligated to cooperate with and provide any and all assistance requested by the Company in its efforts to recover or recoup Shares or the proceeds received therefrom pursuant to this Grant, which may include, but shall not be limited to, executing, completing and submitting any documentation necessary to facilitate the Company’s efforts to recover or recoup Shares or the proceeds received therefrom pursuant to this Grant. Additionally, by accepting this Grant, the Grantee acknowledges and agrees that no recovery or recoupment action pursuant to this Section 10, any Company clawback policy or otherwise will constitute an event that triggers or contributes to any right of the Grantee to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.

(e) This Section 10 is not intended to limit the Company’s power to take such action as it deems necessary to remedy any misconduct, prevent its reoccurrence and, if appropriate, based on all relevant facts and circumstances, punish the wrongdoer in a manner it deems appropriate.

11. Data Privacy Consent. In order to administer the Plan and this Grant Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Grant Agreement (the “Relevant Information”). By entering into this Grant Agreement, the Grantee (i) authorizes each Relevant Company to collect, process, register and transfer to each other Relevant Company all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction which a Relevant Company considers appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with Applicable Law.

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12. Counterparts. This Grant Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Grant Agreement may be by actual or facsimile signature.

13. No Guarantee of Continued Service. THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE OPTION PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE AFFILIATE EMPLOYING OR RETAINING GRANTEE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION, OR ACQUIRING SHARES HEREUNDER. THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS GRANT AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE AFFILIATE EMPLOYING OR RETAINING GRANTEE) TO TERMINATE GRANTEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

The Grantee represents that the Grantee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Grantee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement, and fully understands all provisions of the Option. The Grantee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions arising under this Option or this Grant Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated below.

Signature Page Follows

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PARTICIPANT ZHIBAO TECHNOLOGY INC.
Signature By
Print Name Print Name
Print Title
Residence Address 
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EXHIBIT A

EXERCISE NOTICE

Zhibao Technology Inc.

Floor 3, Building 6, Wuxing Road, Lane 727

Pudong New Area, Shanghai China, 201204

Attention: Secretary

1. Exercise of Option. Effective as of today, ________________, ____, the undersigned (the “Grantee”) hereby elects to exercise the Grantee’s stock option (the “Option”) to purchase ________________ Shares of Class A ordinary shares (the “Shares”) of Zhibao Technology Inc. (the “Company”) under and pursuant to the Zhibao Technology Inc. 2026 Equity Incentive Plan (the “Plan”) and the Stock Option Grant Agreement, dated ______________, _____, by and between the Company and the Grantee (the “Grant Agreement”).

2. Delivery of Payment. The Grantee herewith delivers to the Company the full purchase price of the Shares, as set forth in the Grant Agreement, and any and all withholding taxes due in connection with the exercise of the Option.

3. Rights as Shareholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares shall be issued to the Grantee as soon as practicable after the Option is exercised in accordance with the Grant Agreement. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance.

4. Tax Consultation. The Grantee understands that the Grantee may suffer adverse tax consequences as a result of the Grantee’s purchase or disposition of the Shares. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the purchase or disposition of the Shares and that the Grantee is not relying on the Company for any tax advice.

5. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by the Grantee or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

6. Governing Law; Severability. This Exercise Notice will be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to any choice of law principles. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.

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7. Entire Agreement. The Grant Agreement and Plan are incorporated herein by reference. This Exercise Notice and the Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof.

Submitted by: Accepted by:
GRANTEE ZHIBAO TECHNOLOGY INC.
Signature By
Print Name Print Name
Print Title
Address:
Date Received 
A-2

Exhibit 99.2

Zhibaotechnology inc. 2026 Equity Incentive Plan

FORM OF RESTRICTEDSTOCK UNIT AWARD AGREEMENT

I. NOTICEOF RESTRICTED STOCK UNIT AWARD

Participant Name: _________________________________

Address: ________________________________________

Zhibao Technology Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) hereby grants the undersigned Participant (the “Participant”) Restricted Stock Units (“RSUs”) covering the Company’s Class A ordinary shares, par value $0.0001 per share (the “Shares”), subject to the terms and conditions of the Zhibao Technology Inc. 2026 Equity Incentive Plan (the “Plan”) and this Award Agreement (the “Award Agreement”), as follows:

Grant Date:
Total Number of RSUs Granted:
Target Number of RSUs Granted:
Vesting Commencement Date:
Vesting Schedule:

II. AGREEMENT

  1. Grant of RSUs.

(a) The Company hereby grants to the Participant named in the Notice of Restricted Stock Unit Award (the “Award”) in Part I of this Agreement the RSUs set forth in the Notice of Restricted Stock Unit Award as of the Grant Date set forth above. Each RSU represents the right to receive one Share, subject to the terms and conditions set forth in this Award Agreement and the Plan. The Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.

(b) The RSUs are subject to the terms and conditions set forth in this Award Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Award Agreement, the terms of the Plan will control. Any capitalized terms not defined herein shall have the meaning set forth in the Plan.

(c) The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

  1. Vesting. The RSUs will vest according to the Vesting Schedule above, except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Once vested, RSUs become “Vested Units” and shall be settled as provided in Section 3 below. When a Participant ceases to be a Service Provider, at any time before the RSUs have vested, the Participant’s unvested RSUs shall be automatically forfeited upon such cessation, and the Company shall not have any further obligations to the Participant with respect to such RSUs that have been so forfeited under this Award Agreement.

  2. Settlement of Vested Units.

(a) As soon as practicable and generally within sixty (60) days following the vesting date (and in any event no later than March 15 of the calendar year following the calendar year in which such vesting occurs if settlement of the RSUs cannot be settled within said sixty- (60) day period for reasons outside the reasonable control of the Company), the Company shall, (i) issue and deliver to the Participant the number of Shares equal to the number of Vested Units; and (ii) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Shares delivered to the Participant.

(b) Notwithstanding the foregoing, the Company may delay any payment under this Award Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

  1. Rights as Shareholder; Dividend Equivalents.

(a) The Participant shall not have any rights of a shareholder with respect to the Shares underlying the RSUs unless and until the RSUs vest and are settled by the issuance of such Shares.

(b) Upon and following the settlement of the RSUs, the Participant shall be the record owner of the Shares underlying the RSUs unless and until such Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights).

(c) The Participant shall not be entitled to any dividend equivalents with respect to the RSUs to reflect any dividends payable on Shares.

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  1. Restrictions. Until such time as the RSUs are settled in accordance with Section 3 above, the RSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant, unless determined otherwise by the Administrator. Any attempt to assign, alienate, pledge, attach, sell, or otherwise transfer or encumber the RSUs or the rights relating thereto in violation of this Award Agreement or the Plan shall be wholly ineffective.

  2. Adjustments. The Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification, and termination in certain events as provided in this Award Agreement and the Plan.

  3. Compliance. No Shares shall be issued pursuant to the settlement of Vested Units unless such issuance complies with Applicable Law. The Participant acknowledges that the Plan and this Award Agreement are intended to conform to the extent necessary with Applicable Law and, to the extent Applicable Law permits, will be deemed amended as necessary to conform to Applicable Law.

  4. Participant’s Representations. The Participant represents to the Company that the Participant has reviewed with the Participant’s own tax advisors the tax consequences of receiving this Award Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant further agrees and represents that no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs or recoupment of any Shares acquired under the Plan or proceeds therefrom resulting from (i) the application of a clawback policy described in Section 10 hereof or required by Applicable Laws, or (ii) the Participant ceasing to be a Service Provider.

  5. Tax Obligations.

(a) The Participant acknowledges and agrees that the Participant is ultimately liable for all federal, state, local, and non-U.S. income taxes, social insurance, payroll tax, fringe benefits tax, and payments on account or other tax-related items related to the Participant’s participation in the Plan (collectively, “Tax Items”). The Participant acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Item in connection with any aspect of the Award, and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax Items or achieve a particular result. Furthermore, if the Participant becomes subject to Tax Items in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax Items in more than one jurisdiction. The Participant acknowledges and agrees that the Company may refuse to deliver the Shares if withholding amounts for Tax Items are not satisfied.

(b) Prior to the applicable taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Items.

(i) If the RSUs are paid to the Participant in Shares and the Participant is not subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Participant authorizes the Company or its agents, at their discretion, to (A) withhold from the Participant’s wages or other cash compensation paid to the Participant by the Company, (B) arrange for the sale of Shares to be issued upon the settlement of the Award (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization or such other authorization the Participant may be required to provide to the Company or its designated broker in order for such sale to be effectuated) and withhold from the proceeds of such sale, (C) withhold in Shares otherwise issuable to the Participant pursuant to this Award, and/or (D) apply any other method of withholding determined by the Company and, to the extent required by Applicable Law or the Plan, approved by the Administrator.

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(ii) If the RSUs are paid to the Participant and the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Participant may satisfy the liabilities with respect to the Tax Items by one of the following, as determined by the Participant or the Administrator: (A) cash or check, (B) in whole or in part by delivery of Shares, including Shares delivered by attestation and Shares retained from the Award creating the Tax Item liability, valued at their fair market value on the date of delivery, or (C) in whole or in part by the Company withholding Shares otherwise vesting or issuable under this Award.

(c) Depending on the withholding method, the Company may withhold or account for Tax Items by considering applicable statutory or other withholding rates, including minimum or maximum rates in the jurisdiction(s) applicable to the Participant. If liability for Tax Items is satisfied by withholding Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares to which the Participant is entitled pursuant to this Award, notwithstanding that a number of Shares are withheld to satisfy Tax Item liabilities.

(d) Section 409A. This Restricted Stock Unit Award is intended to be exempt from Section 409A, and it shall be administered and interpreted in a manner that is consistent with such intent.

  1. Compensation Recovery.

(a) The Participant agrees that this Award and any Shares or other benefits or proceeds therefrom that the Participant may receive hereunder shall be subject to forfeiture and/or repayment to the Company pursuant to any recovery, recoupment, “clawback” or similar policy of the Company, as may be amended from time to time, and with the provisions of any such Company policy deemed incorporated into this Award Agreement without the Participant’s additional or separate consent.

(b) At any time during the three years following the date on which Shares subject to this Award vest, the Company reserves the right to and, in the appropriate cases, will seek restitution of all or part of any Shares that have been issued or cash that has been paid pursuant to this Award Agreement if: (A) (i) the number of Shares or the amount of cash payment was calculated based, directly or indirectly, upon the achievement of financial results that were subsequently the subject of a restatement of all or a portion of the Company’s financial statements, (ii) the Participant engaged in intentional misconduct that caused or partially caused the need for such a restatement, and (iii) the number of Shares or the amount of cash payment that would have been issued or paid to the Participant had the financial results been properly reported would have been lower than the number of Shares actually issued or the amount of cash actually paid, or (B) the Participant has been determined to have committed a material violation of law or Company policy or to have failed to properly manage or monitor the conduct of a Service Provider who has committed a material violation of law or Company policy whereby, in either case, such misconduct causes significant harm to the Company.

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(c) In the event the number of Shares issued or cash paid pursuant to this Award is determined to have been based on materially inaccurate financial statements or other Company performance measures or on calculation errors (without any misconduct on the part of the Participant), the Company reserves the right to and, in appropriate cases, will (i) seek restitution of the Shares or cash paid pursuant to this Award to the extent that the number of Shares issued or the amount paid exceeded the number of Shares that would have been issued or the amount that would have been paid had the inaccuracy or error not occurred, or (ii) issue additional Shares or make additional payment to the extent that the number of Shares issued or the amount paid was less than the correct amount.

(d) For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions on the Participant’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to this Award to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of its rights under this Section 10. By accepting this Award, the Participant agrees and acknowledges the Participant is obligated to cooperate with and provide any and all assistance requested by the Company in its efforts to recover or recoup Shares or the proceeds received therefrom pursuant to this Award, which may include, but shall not be limited to, executing, completing and submitting any documentation necessary to facilitate the Company’s efforts to recover or recoup Shares or the proceeds received therefrom pursuant to this Award. Additionally, by accepting this Award, the Participant acknowledges and agrees that no recovery or recoupment action pursuant to this Section 10, any Company clawback policy or otherwise will constitute an event that triggers or contributes to any right of the Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.

(e) This Section 10 is not intended to limit the Company’s power to take such action as it deems necessary to remedy any misconduct, prevent its reoccurrence and, if appropriate, based on all relevant facts and circumstances, punish the wrongdoer in a manner it deems appropriate.

  1. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Participant (i) authorizes each Relevant Company to collect, process, register and transfer to each other Relevant Company all Relevant Information; (ii) waives any privacy rights the Participant may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction which a Relevant Company considers appropriate. The Participant shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with Applicable Law.

  2. Notices. Any notice to be given under this Award Agreement to the Company must be in writing and addressed to the Company in care of the Company’s General Counsel at the Company’s principal office or the General Counsel’s then-current email address. Any notice to be given under the terms of this Award Agreement to the Participant must be in writing and addressed to the Participant at the Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section 12, either party may designate a different address for notices to be given to the party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office, or when delivered by a nationally recognized express shipping company.

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  3. Entire Agreement; Governing Law. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. This Award Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Award Agreement shall materially and adversely affect the Participant’s interest without the prior written consent of the Participant. This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.

  4. Award Agreement Severable. In the event that any provision of this Award Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of this Award Agreement.

  5. Counterparts. This Award Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Award Agreement may be by actual or facsimile signature.

  6. Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.

  7. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED SHARE UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AND NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Participant acknowledges receipt of a copy of the Plan and represents that Participant is familiar with the terms and provisions thereof, and hereby accepts this Restricted Stock Unit Award, subject to all of the terms and provisions of the Plan and this Award Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Award. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Award, or this Award Agreement. The Participant further agrees to notify the Company upon any change in the residence address indicated below.

Signature Page Follows

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PARTICIPANT ZHIBAO TECHNOLOGY INC.
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