Exhibit 99.2
NAAS TECHNOLOGY inc.
AMENDED AND RESTATED NEW 2022 SHARE INCENTIVE PLAN
PURPOSE
The purpose of the Plan is to promote the success and enhance the value of NaaS Technology Inc., 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 Directors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. The Plan amends and restates the previously adopted New 2022 Share Incentive Plan of the Company (the “Original Plan”) in its entirety and assumes all awards outstanding under the Original Plan.
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.
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.
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The Committee, in its sole discretion, shall determine the effect of all matters and questions relating to Terminations of Service, including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive Options, unless the Committee otherwise provides in the terms of the Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. For purposes of the Plan, subject to Sections 9.2 and 9.3, a Participant’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Parent, Subsidiary or Related Entity employing or contracting with such Participant ceases to remain a Parent, Subsidiary or Related Entity following any merger, sale of securities or other corporate transaction or event (including, without limitation, a spin-off).
SHARES SUBJECT TO THE PLAN
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ELIGIBILITY AND PARTICIPATION
OPTIONS
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RESTRICTED SHARES
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RESTRICTED SHARE UNITS
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PROVISIONS APPLICABLE TO AWARDS
In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.
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Notwithstanding anything else in this Section 8.2.2 to the contrary, but subject to compliance with all Applicable Laws, Restricted Shares and Restricted Share Units will be subject to any and all transfer restrictions under the Code applicable to such Awards or necessary to maintain the intended tax consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all Applicable Laws, any contemplated transfer by gift to “immediate family” as referenced in clause (b) above is subject to the condition precedent that the transfer be approved by the Committee in order for it to be effective.
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changes in capital structure
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ADMINISTRATION
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EFFECTIVE AND EXPIRATION DATE
AMENDMENT, MODIFICATION, AND TERMINATION
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GENERAL PROVISIONS
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