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2023 SHARE INCENTIVE PLAN
The purpose of this 2023 Share
Incentive Plan (the "Plan") is to promote the success and enhance the value of Zepp Health Corporation, an exempted company
formed under the laws of the Cayman Islands (the "Company"), by linking the personal interests of the Directors, Employees,
and Consultants to those of the Company's shareholders and by providing such individuals with an incentive for outstanding performance
to generate superior returns to the Company's shareholders. The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of the Directors, Employees, and Consultants upon whose judgment, interest,
and special effort the successful conduct of the Company's operation is largely dependent.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms
are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun
shall include the plural where the context so indicates.
Laws" means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities,
tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system,
of any jurisdiction applicable to Awards granted to residents therein.
means an Option, Restricted Share or Restricted Share Unit award granted to a Participant pursuant to the Plan.
Agreement" means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic
means the Board of Directors of the Company.
with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement, or another applicable contract
with the Participant that defines such term for purposes of determining the effect that a "for cause" termination has on the
Participant's Awards) a termination of employment or service based upon a finding by the Service Recipient, acting in good faith
and based on its reasonable belief at the time, that the Participant:
been negligent in the discharge of his or her duties to the Service Recipient, has refused to perform stated or assigned duties or is
incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;
been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure
or use of inside information, customer lists, trade secrets or other confidential information;
breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Service Recipient;
or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic violations or similar
materially breached any of the provisions of any agreement with the Service Recipient;
engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the
Service Recipient; or
improperly induced a vendor or customer to break or terminate any contract with the Service Recipient or induced a principal for whom
the Service Recipient acts as agent to terminate such agency relationship.
A termination for Cause shall
be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Service Recipient
first delivers written notice to the Participant of a finding of termination for Cause.
means the Internal Revenue Code of 1986 of the United States, as amended.
means a committee of the Board described in Article 10.
means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) the
services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market for the Company's securities; and (c) the consultant or adviser
is a natural person who has contracted directly with the Service Recipient to render such services.
Transaction", unless otherwise defined in an Award Agreement, means any of the following transactions, provided, however,
that the Committee shall determine under (d) and (e) whether multiple transactions are related, and its determination shall
be final, binding and conclusive:
amalgamation, arrangement or consolidation or scheme of arrangement (i) in which the Company is not the surviving entity, except
for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or (ii) following
which the holders of the voting securities of the Company do not continue to hold more than 50% of the combined voting power of the voting
securities of the surviving entity;
sale, transfer or other disposition of all or substantially all of the assets of the Company;
complete liquidation or dissolution of the Company;
reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender offer followed
by a reverse takeover) in which the Company is the surviving entity but (A) the Company's equity securities outstanding immediately
prior to such takeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cash
or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's
outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such
takeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of related transactions
that the Committee determines shall not be a Corporate Transaction; or
in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored
employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction
or series of related transactions that the Committee determines shall not be a Corporate Transaction.
means a member of the Board or a member of the board of directors of any Subsidiary of the Company.
unless otherwise defined in an Award Agreement, means that the Participant qualifies to receive long-term disability payments under the
Service Recipient's long-term disability insurance program, as it may be amended from time to time, to which the Participant provides
services regardless of whether the Participant is covered by such policy. If the Service Recipient to which the Participant provides service
does not have a long-term disability plan in place, "Disability" means that a Participant is unable to carry out the responsibilities
and functions of the position held by the Participant by reason of any medically determinable physical or mental impairment for a period
of not less than ninety (90) consecutive days. A Participant will not be considered to have incurred a Disability unless he or she furnishes
proof of such impairment sufficient to satisfy the Committee in its discretion.
Date" shall have the meaning set forth in Section 11.1.
means any person, including an officer or a Director, who is in the employment of a Service Recipient, subject to the control and direction
of the Service Recipient as to both the work to be performed and the manner and method of performance. The payment of a director's
fee by a Service Recipient shall not be sufficient to constitute "employment" by the Service Recipient.
Act" means the Securities Exchange Act of 1934 of the United States, as amended.
Market Value" means, as of any date, the value of Shares determined as follows:
the Shares are listed on one or more established stock exchanges or national market systems, including without limitation, the New York
Stock Exchange or the NASDAQ Stock Market, its Fair Market Value shall be the closing sales price for such shares (or the closing bid,
if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Committee)
on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading
date such closing sales price or closing bid was reported), as reported on the website maintained by such exchange or market system or
such other source as the Committee deems reliable;
the Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer,
its Fair Market Value shall be the closing sales price for such Shares as quoted on such system or by such securities dealer on the date
of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and
low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such
prices were reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or
the absence of an established market for the Shares of the type described in (a) and (b) above, the Fair Market Value thereof
shall be determined by the Committee in good faith and in its discretion by reference to (i) the placing price of the latest private
placement of the Shares and the development of the Company's business operations and the general economic and market conditions
since such latest private placement, (ii) other third party transactions involving the Shares and the development of the Company's
business operation and the general economic and market conditions since such transaction, (iii) an independent valuation of the Shares,
or (iv) such other methodologies or information as the Committee determines to be indicative of Fair Market Value.
Entity" means any of the Company and Subsidiaries of the Company.
Share Option" means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision
Director" means (i) if the Shares or other securities representing the Shares are not listed on a stock exchange, a Director
of the Company who is a Non-Employee Director; and (ii) if the Shares or other securities representing the Shares are listed on one
or more stock exchange, a Director of the Company who meets the independence standards under the applicable corporate governance rules of
the stock exchange(s).
Director" means a member of the Board who qualifies as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) of