SES AI (SES) 8-K12B Notification of registration of securities

Exhibit 10.4

SES HOLDINGS PTE. LTD.

2021 Share Incentive Plan

1. Purpose and Background.

1.1 Purpose. The purpose of this plan (the “Plan”) is to secure for SES Holdings Pte. Ltd., a Singapore company (the “Company”) and its shareholders the benefits arising from share ownership by employees, officers and directors of, and consultants or advisors to, the Company and its holding and subsidiary corporations who are expected to contribute to the Company’s future growth and success. Under the Plan recipients may be awarded both (i) Options (as defined in Section 2.1) to purchase ordinary shares in the capital of the Company (“Shares”) and (ii) Shares (“Restricted Share Awards”). Except where the context otherwise requires, the term “Company” shall include any holding corporation and all present and future subsidiaries of the Company as defined in Section 5 of the Companies Act (Cap. 50) of Singapore, as amended or replaced from time to time (the “Act”). Those provisions of the Plan which make express reference to Section 422 of the Internal Revenue Code of 1986 (the “Code”) shall apply only to Incentive Stock Options (as that term is defined below).

1.2 Background. On 7 November 2018, the Company, SolidEnergy Systems Corp. (the “US Company”) and SES Holdings Merger Sub, Inc. entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which SES Holdings Merger Sub, Inc. will be merged with and into the US Company, with the US Company surviving the merger as a wholly owned subsidiary of the Company in accordance with the terms and conditions contained therein (the “Merger”). As set out in the Merger Agreement, each option (each, an “Outstanding US Option”) to acquire shares of US Company’s common stock, par value US$0.000001 per share (“Common Stock”) that is outstanding under the US Company’s 2013 Stock Incentive Plan (the “US Plan”) immediately prior to the Effective Time, whether or not vested or exercisable, shall be, by virtue of the Merger and without any action on the part of the holder thereof, or any other person, assumed by the Company and shall be converted into an Option (as the term is defined below). Each Outstanding US Option so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to such option immediately prior to the Effective Time, provided that, as of the Effective Time, each such Outstanding US Option so assumed and converted shall be an option to acquire that number of whole Shares equal to the number of shares of Common Stock subject to such Outstanding US Option at the same exercise price per share. For the avoidance of doubt, each Outstanding US Option shall be subject to, and exercised in accordance with the terms and conditions of the US Plan save that references to the references to shares of Common Stock shall refer to the Shares instead. For the purposes of this Section 1.2, “Effective Time” means the time at which the Merger becomes effective in accordance with the Merger Agreement.

2. Types of Awards and Administration.

2.1 Options. Options granted pursuant to the Plan (“Options”) shall be authorized by action of the Board of Directors of the Company (the “Board” or “Board of Directors”) and may be either incentive stock options (“Incentive Stock Options”) meeting the requirements of Section 422 of the Internal Revenue Code of 1986 (the “Code”) or non-statutory Options which are not intended to meet the requirements of Section 422. All Options when granted are intended to be non-statutory Options, unless the applicable Option Agreement (as defined in Section 5.1) explicitly states that the Option is intended to be an Incentive Stock Option. The vesting of Options may be conditioned upon the completion of a specified period of employment with the Company and/or such other conditions or events as the Board may determine. The Board may also provide that Options are immediately exercisable subject to certain repurchase rights in the Company dependent upon the continued employment of the optionee and/or such other conditions or events as the Board may determine.

2.1.1 Incentive Stock Options. Incentive Stock Options may only be granted to employees of the Company. For so long as the Code shall so provide, Options granted to any employee under the Plan (and any other incentive share option plans of the Company) which are intended to constitute Incentive Stock Options shall not constitute Incentive Stock Options to the extent that such Options, in the aggregate, become exercisable for the first time in any one calendar year for Shares with an aggregate fair market value (determined as of the respective date or dates of grant) of more than US$100,000. If an Option is intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a non-statutory Option appropriately granted under the Plan provided that such Option (or portion thereof) otherwise meets the Plan’s requirements relating to non-statutory Options.

2.2 Restricted Share Awards. The Board in its discretion may grant Restricted Share Awards, entitling the recipient to acquire, for a purchase price determined by the Board, Shares subject to such restrictions and conditions as the Board may determine at the time of grant (“Restricted Shares”), including continued employment and/or achievement of pre- established performance goals and objectives.

2.3 Date of Grant. The date on which Options and Restricted Share Awards shall be deemed granted under the Plan shall be the date on which the Board approved the grant or the date specified as the date of grant in the Option Agreement (as that term is defined below) or the Restricted Share Agreement (as that term is defined below) as the case may be.

2.4 Administration. The Plan shall be administered by the Board, whose construction and interpretation of the terms and provisions of the Plan shall be final and conclusive. Subject to prior approval of the Company being obtained in general meeting in accordance with the Act, the Board may in its sole discretion authorize issuance of Restricted Shares, the grant of Options and the issuance of shares upon exercise of such Options as provided in the Plan. The Board shall have authority, subject to the express provisions of the Plan, to construe Restricted Share Agreements, Option Agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of Restricted Share Agreements and Option Agreements, and to make all other determinations in the judgment of the Board necessary or desirable for the administration of the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Restricted Share Agreement or Option Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge

-2-

of such expediency. No director or person acting pursuant to authority delegated by the Board shall be liable for any action or determination under the Plan made in good faith. The Board may, to the full extent permitted by or consistent with applicable laws or regulations, delegate any or all of its powers under the Plan to a committee (the “Committee”) appointed by the Board, and if the Committee is so appointed, to the extent of such delegation, all references to the Board in the Plan shall mean and relate to such Committee, other than references to the Board in this sentence and in Section 19 (as to amendment or termination of the Plan).

3. Eligibility.

Options may be granted, and Restricted Shares may be issued, to persons who are, at the time of such grant or issuance, employees, officers or directors of, or consultants or advisors to, the Company; provided, that the class of persons to whom Incentive Stock Options may be granted shall be limited to employees of the Company.

3.1 10% Shareholder. If any employee to whom an Incentive Stock Option is to be granted is, at the time of the grant of such Option, the owner of shares possessing more than 10% of the total combined voting power of all classes of shares of the Company (after taking into account the attribution of share ownership rules of Section 424(d) of the Code) (a “Greater Than 10% Shareholder”), any Incentive Stock Option granted to such individual must: (i) have an exercise price per share of not less than 110% of the fair market value of one Share at the time of grant; and (ii) expire by its terms not more than five (5) years from the date of grant.

4. Shares Subject to Plan.

Subject to adjustment as provided in Section 14.2 below, the maximum number of Shares which may be issued under the Plan is 4,208,961Shares. If an Option shall expire or terminate for any reason without having been exercised in full, the unpurchased Shares subject to such Option shall again be available for subsequent Option grants or Restricted Share Awards under the Plan. If Restricted Shares shall be forfeited to, or otherwise repurchased by, the Company pursuant to a Restricted Share Agreement, such repurchased Shares shall again be available for subsequent Option grants or Restricted Share Awards under the Plan. If Shares issued upon exercise of an Option are tendered to the Company in payment of the exercise price of an Option, such tendered Shares shall again be available for subsequent Option grants or Restricted Share Awards under the Plan.

5. Forms of Restricted Share Agreements and Option Agreements.

5.1 Option Agreement. Each recipient of an Option shall execute an option agreement (“Option Agreement”) in such form not inconsistent with the Plan as may be approved by the Board of Directors. Such Option Agreements may differ among recipients.

5.2 Restricted Share Agreement. Each recipient of a grant of Restricted Shares shall execute an agreement (“Restricted Share Agreement”) in such form not inconsistent with the Plan as may be approved by the Board of Directors. Such Restricted Share Agreements may differ among recipients.

-3-

5.3 “Lock-Up” Agreement. Unless the Board specifies otherwise, each Restricted Share Agreement and Option Agreement shall provide that upon the request of the Company or the managing underwriter(s) of any offering of securities of the Company that is the subject of a registration statement filed under the United States Securities Act of 1933, as amended from time to time (the “US Securities Act”), the holder of any Option or the purchaser of any Restricted Shares shall, in connection therewith, agree in writing (in such form as the Company or such managing underwriter(s) shall request) to the general effect that for a period of time (not to exceed 180 days, plus such additional number of days (not to exceed 35) as may reasonably be requested to enable the underwriter(s) of such offering to comply with Rule 2711(f) of the Financial Industry Regulatory Authority or any amendment or successor thereto) from the effective date of the registration statement under the US Securities Act for such offering, the holder or purchaser will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares of the Company owned or controlled by him or her.

6. Purchase Price.

6.1 General. The purchase price per Restricted Share and per share deliverable upon the exercise of an Option shall be determined by the Board, provided, however, that in the case of any Option, the exercise price shall not be less than 100% of the fair market value of such Share, as determined by the Board, at the time of grant of such Option, or less than 110% of such fair market value in the case of any Incentive Stock Option granted to a Greater Than 10% Shareholder.

6.2 Payment of Purchase Price. Option Agreements may provide for the payment of the exercise price by delivery of cash or a check to the order of the Company in an amount equal to the exercise price of such Options, or, to the extent provided in the applicable Option Agreement, by one of the following methods:

(i) with the consent of the Board, by delivery to the Company of Shares; such surrendered shares shall have a fair market value equal in amount to the exercise price of the Options being exercised,

(ii) with the consent of the Board, a personal recourse note issued by the optionee to the Company in a principal amount equal to such aggregate exercise price and with such other terms, including interest rate and maturity, as the Company may determine in its discretion,

(iii) with the consent of the Board, if the class of Shares is registered under the Securities Exchange Act of 1934 at such time, subject to rules as may be established by the Board, by delivery to the Company of a properly executed exercise notice along with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price,

(iv) with the consent of the Board, by reducing the number of Option Shares otherwise issuable to the optionee upon exercise of the Option by a number of Shares having a fair market value equal to such aggregate exercise price, or

-4-

(v) with the consent of the Board, by any combination of such methods of payment.

The fair market value of any Shares or other non-cash consideration which may be delivered upon exercise of an Option shall be determined by the Board of Directors. Restricted Share Agreements may provide for the payment of any purchase price in any manner approved by the Board of Directors at the time of authorizing the issuance thereof.

7. Option Period.

Notwithstanding any other provision of the Plan or any Option Agreement, each Option and all rights thereunder shall expire on the date specified in the applicable Option Agreement, provided that such date shall not be later than ten (10) years after the date on which the Option is granted (or five (5) years in the case of an Incentive Stock Option granted to a Greater Than 10% Shareholder), and in either case, shall be subject to earlier termination as provided in the Plan or Option Agreement.

8. Exercise of Options.

8.1 General. Each Option shall be exercisable either in full or in installments at such time or times and during such period as shall be set forth in the Option Agreement evidencing such Option, subject to the provisions of the Plan. To the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires.

8.2 Notice of Exercise. An Option may be exercised by the optionee by delivering to the Company on any business day a written notice specifying the number of Shares the optionee then desires to purchase and specifying the address (or e-mail address) to which the certificates for such Shares are to be delivered (the “Notice”), accompanied by payment for such Shares. In addition, the Company may require any individual to whom an Option is granted, as a condition of exercising such Option, to give written assurances (the “Investment Letter”) in a substance and form satisfactory to the Company to the effect that such individual is acquiring the Shares subject to the Option for his or her own account for investment and not with a view to the resale or distribution thereof, and to such other effects as the Company deems necessary or advisable in order to comply with any securities law(s). An Option shall be deemed to be exercised upon the receipt by the Company of the said notice duly completed and the receipt by the Company of the full payment in respect of such Shares which have been exercised under the Option.

8.3 Delivery. Subject to such consents or other actions required by any competent authority under any regulations or enactments for the time being in force as may be necessary, and compliance with the Plan and the Constitution of the Company (the “Constitution”), as promptly as practicable after receipt of the Notice, the Investment Letter (if required) and payment, the Company shall issue and allot or transfer the Shares in respect of which such Option has been so exercised and deliver or cause to be delivered to the optionee certificates (in physical or electronic form) for the number of Shares with respect to which such Option has been so exercised, issued in the optionee’s name; provided, however, that such

-5-

delivery shall be deemed effected for all purposes when (i) the Company or a share transfer agent shall have deposited such certificates in the Singapore mail, addressed to the optionee, at the address specified in the Notice, or (ii) delivered electronically to the optionee by e-mail or other form of electronic communication.

8.4 Exercised Shares. Shares issued and allotted or transferred upon exercise of an Option shall be subject to all provisions of the Constitution and shall rank pari passu in all respects with the then issued Shares (excluding treasury shares) in the capital of the Company except for any dividend, rights, allotments or other distributions, the Record Date for which is prior to the date such Option is exercised. For the purposes of this Section 8.4, “Record Date” means the date as at the close of business on which the shareholders of the Company must be registered in order to participate in any dividends, rights, allotments or other distributions.

9. Transferability of Options.

No Incentive Stock Option shall be assignable or transferable by the person to whom it is granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and during the life of an optionee, an Incentive Stock Option shall be exercisable only by the optionee. The Board may, in its discretion, determine the extent to which a non- statutory Option shall be transferable.

9. Termination of Employment; Disability; Death. Except as may be otherwise expressly provided in the terms and conditions of the Option Agreement, Options shall terminate on the earliest to occur of:

(i) the date of expiration thereof;

(ii) thirty (30) days after termination of the optionee’s employment with, or provision of services to, the Company by the Company for Cause (as hereinafter defined);

(iii) ninety (90) days after the date of voluntary termination of the optionee’s employment with, or provision of services to, the Company by the optionee (other than for death or permanent disability as defined below); or

(iv) ninety (90) days after the date of termination of the optionee’s employment with, or provision of services to, the Company by the Company without Cause (other than for death or permanent disability as defined below).

Until the date on which the Option so expires, the optionee may exercise that portion of his or her Option which is exercisable at the time of termination of the employment or service relationship.

An employment or service relationship between the Company and the optionee shall be deemed to exist during any period during which the optionee is employed by or providing services to the Company. Whether an authorized leave of absence or an absence due to military or government service shall constitute termination of the employment relationship between the Company and the optionee shall be determined by the Board at the time thereof.

-6-

For purposes of this Section 10, the term “Cause” shall mean (a) any material breach by the optionee of any agreement to which the optionee and the Company are both parties, (b) any act (other than retirement) or omission to act by the optionee which may have a material and adverse effect on the Company’s business or on the optionee’s ability to perform services for the Company, including, without limitation, the commission of any crime (other than minor traffic violations), or (c) any material misconduct or material neglect of duties by the optionee in connection with the business or affairs of the Company. An optionee’s employment shall be deemed to have been terminated for Cause if the Company determines within thirty (30) days of the termination of employment (whether such termination was voluntary or involuntary) that termination for Cause was warranted.

In the event of the permanent and total disability or death of an optionee while in an employment or other relationship with the Company, any Option held by such optionee shall terminate on the earlier of the date of expiration of the Option or one hundred eighty (180) days following the date of such disability or death. After disability or death, the optionee (or in the case of death, his or her executor, administrator or any person or persons to whom this option may be transferred by will or by laws of descent and distribution) shall have the right, at any time prior to such termination of an Option, to exercise the Option to the extent the optionee was entitled to exercise such Option as of the date of his or her disability or death. An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months.

10. Rights as a Shareholder. The holder of an Option shall have no rights as a shareholder with respect to any Shares covered by the Option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a share certificate to him or her for such Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

11. Additional Provisions. The Board of Directors may, in its sole discretion, include additional provisions in Restricted Share Agreements and Option Agreements, including, without limitation, restrictions on transfer, rights of the Company to repurchase Restricted Stock or Shares acquired upon exercise of Options, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to optionees upon exercise of Options, or such other provisions as shall be determined by the Board of Directors; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan and such additional provisions shall not be such as to cause any Incentive Stock Option to fail to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

12. Acceleration, Extension, Etc. The Board of Directors may, in its sole discretion, (i) accelerate the date or dates on which all or any particular Option or Options may be exercised or (ii) extend the period or periods of time during which all, or any particular, Option or Options may be exercised.

-7-

13. Adjustment Upon Changes in Capitalization

13.1 No Effect of Options upon Certain Corporate Transactions. The existence of outstanding Options shall not affect in any way the right or power of the Company to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation, or any issue of Shares, or any issue of bonds, debentures, preferred or prior preference shares ahead of or affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

13.2 Adjustment Provisions. If, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, share dividend, share split, reverse share split or other similar transaction, (i) the outstanding Shares are increased, decreased or exchanged for a different number or kind of shares or other securities of the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, an appropriate and proportionate adjustment shall be made in (x) the maximum number and kind of shares reserved for issuance under the Plan, (y) the number and kind of shares or other securities subject to any then outstanding Options, and (z) the price for each share or other security subject to any then outstanding Options, so that upon exercise of such Options, in lieu of the Shares for which such Options were then exercisable, the relevant optionee shall be entitled to receive, for the same aggregate consideration, the same total number and kind of shares or other securities, cash or property that the owner of an equal number of outstanding Shares immediately prior to the event requiring adjustment would own as a result of the event. If any such event shall occur, appropriate adjustment shall also be made in the application of the provisions of this Section 14 and Section 15 with respect to Options and the rights of optionees after the event so that the provisions of such Sections shall be applicable after the event and be as nearly equivalent as practicable in operation after the event as they were before the event.

13.3 No Adjustment in Certain Cases. Except as hereinbefore expressly provided, the issue by the Company of shares of any class, or securities convertible into shares of any class, for cash or property or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares then subject to outstanding options.

13.4 Board Authority to Make Adjustments. Any adjustments under this Section 14 will be made by the Board of Directors, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. The Company may be permitted to issue fractional shares under the Plan on account of any such adjustments.

-8-

14. Effect of Certain Transactions

14.1 General. Except as provided in any Option Agreement or Restricted Share Agreement to the contrary, if the Company is merged with or into or consolidated with another corporation under circumstances where the shareholders of the Company immediately prior to such merger or consolidation do not own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if shares representing fifty percent (50%) or more of the voting power of the Company are transferred to an Unrelated Third Party, as hereinafter defined, or if the Company is liquidated, or sells or otherwise disposes of all or substantially all its assets (each such transaction is referred to herein as a “Change in Control Transaction”), the Board, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to some or all outstanding Options or Restricted Share Awards (and need not take the same action as to each such Option or Restricted Share Award): (i) provide that such Options shall be assumed, or equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), provided that any such Options substituted for Incentive Stock Options shall meet the requirements of Section 424(a) of the Code, (ii) upon written notice to the optionees, provide that all unexercised Options will terminate immediately prior to the consummation of the Change in Control Transaction unless exercised by the optionee to the extent otherwise then exercisable within a specified period following the date of the Notice, (iii) upon written notice to the grantees, provide that all unvested Restricted Shares shall be repurchased at cost, (iv) make or provide for a cash payment to the optionees equal to the difference between (A) the fair market value of the per share consideration (whether cash, securities or other property or any combination of the above) the holder of a Share will receive upon consummation of the Change in Control Transaction (the “Per Share Transaction Price”) times the number of Shares subject to outstanding vested Options (to the extent then exercisable at prices not equal to or in excess of the Per Share Transaction Price) and (B) the aggregate exercise price of such outstanding vested Options, in exchange for the termination of such Options, or (v) provide that all or any outstanding Options shall become exercisable and all or any outstanding Restricted Share Awards shall vest in part or in full immediately prior to such event. To the extent that any Options are exercisable at a price equal to or in excess of the Per Share Transaction Price, the Board may provide that such Options shall terminate immediately upon the consummation of the Change in Control Transaction without any payment being made to the holders of such Options. “Unrelated Third Party” shall mean any person who is not, on the date of adoption of this Plan by the Board, a holder of shares of any class or preference or any share option of the Company.

14.2 Substitute Options. The Company may grant Options in substitution for options held by employees, officers or directors of, or consultants or advisors to, another corporation who become employees, officers or directors of, or consultants or advisors to, the Company, as the result of a merger or consolidation of the employing corporation with the Company or as a result of the acquisition by the Company of property or shares of the employing corporation. The Company may direct that substitute Options be granted on such terms and conditions as the Board considers appropriate in the circumstances.

14.3 Restricted Shares. In the event of a business combination or other transaction of the type detailed in Section 14.1, any securities, cash or other property received in exchange for Restricted Shares shall continue to be governed by the provisions of any Restricted Share Agreement pursuant to which they were issued, including any provision regarding vesting, and such securities, cash, or other property may be held in escrow on such terms as the Board of Directors may direct, to insure compliance with the terms of any such Restricted Share Agreement.

-9-

15. No Special Employment Rights. Nothing contained in the Plan or in any Option Agreement or Restricted Share Agreement shall confer upon any optionee or holder of Restricted Shares any right with respect to the continuation of his or her employment by the Company or interfere in any way with the right of the Company at any time to terminate such employment or to increase or decrease his or her compensation.

16. Other Employee Benefits. The amount of any compensation deemed to be received by an employee as a result of the issuance of Restricted Shares or the grant or exercise of an Option or the sale of shares received upon issuance of a Restricted Share Award or exercise of an Option will not constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board of Directors.

17. No Additional Rights. The Plan shall not confer on any person any legal or equitable rights (other than those constituting the Options and the Restricted Share Awards themselves) against the Company directly or indirectly or give rise to any cause of action at law or in equity against the Company.

18. Amendment of the Plan.

18.1 The Board may at any time, and from time to time, modify or amend in any respect or terminate the Plan. If shareholder approval is not obtained within twelve (12) months after any amendment increasing the number of shares authorized under the Plan or changing the class of persons eligible to receive Options under the Plan, no Options granted pursuant to such amendments shall be deemed to be Incentive Stock Options and no Incentive Stock Options shall be issued pursuant to such amendments thereafter.

18.2 The termination or any modification or amendment of the Plan shall not, without the consent of an optionee or the holder of Restricted Shares, adversely affect his or her rights under an Option or Restricted Share Award previously granted to him or her. With the consent of the recipient of Restricted Shares or optionee affected, the Board may amend outstanding Restricted Share Agreements or Option Agreements in a manner not inconsistent with the Plan.

19. Withholding. The Company shall have the right to deduct from payments of any kind otherwise due to the optionee or recipient of Restricted Share, any taxes of any kind required by law to be withheld with respect to issuance of any Restricted Shares or Shares issued upon exercise of Options. Prior to delivery of any Shares pursuant to the terms of this Plan, the Board has the right to require that the optionee or recipient of Restricted Shares remit to the Company an amount sufficient to satisfy any minimum tax withholding obligation. Subject to the prior approval of the Company, which may be withheld by the Company in its sole discretion, the obligor may elect to satisfy any minimum withholding obligations, in whole or in

-10-

part, (i) by causing the Company to withhold Shares otherwise issuable, or (ii) by delivering to the Company a sufficient number of Shares. The Shares so withheld shall have a fair market value equal to such minimum withholding obligation. The fair market value of the Shares used to satisfy such minimum withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. A person who has made an election pursuant to this Section 20 may only satisfy his or her withholding obligation with Shares which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar restrictions.

20. Effective Date and Duration of the Plan.

20.1 Effective Date. The Plan shall become effective when adopted by the Board of Directors. If shareholder approval is not obtained within twelve (12) months after the date of the Board’s adoption of the Plan, no Options previously granted under the Plan shall be deemed to be Incentive Stock Options and no Incentive Stock Options shall be granted thereafter. Amendments to the Plan not requiring shareholder approval shall become effective when adopted by the Board. Amendments requiring shareholder approval shall become effective when adopted by the Board, but if shareholder approval is not obtained within twelve (12) months of the Board’s adoption of such amendment, any Incentive Stock Options granted pursuant to such amendment shall be deemed to be non-statutory Options provided that such Options are authorized by the Plan. Subject to this limitation, Options may be granted under the Plan at any time after the effective date and before the date fixed for termination of the Plan.

20.2 Termination. Unless sooner terminated by action of the Board of Directors, the Plan shall terminate upon the close of business on the day next preceding the tenth anniversary of the date of its adoption by the Board of Directors and if the Plan is so terminated, no further Options and Restricted Share Awards shall be granted by the Company hereunder.

21. Provision for Foreign Participants. The Board of Directors may, without amending the Plan, modify the terms of Option Agreements or Restricted Share Agreements to differ from those specified in the Plan with respect to participants who are foreign nationals or employed outside Singapore to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

-11-

22. Requirements of Law. The Company shall not be required to sell or issue any shares under any Option or Restricted Share Award if the issuance of such shares shall constitute a violation by the optionee, the Restricted Share Award recipient, or by the Company of any provision of any law or regulation of any governmental authority. In the event that a grant of an Option or Restricted Share Award results in a contravention of any law or regulation of any governmental authority, such grant shall be null and void and of no effect and the relevant optionee shall have no claim whatsoever against the Company. In addition, in connection with the US Securities Act, the Company shall not be required to issue any Shares upon exercise of any Option unless the Company has received evidence satisfactory to it to the effect that the holder of such Option will not transfer such Shares except pursuant to a registration statement in effect under the US Securities Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required in connection with any such transfer. Any determination in this connection by the Board shall be final, binding and conclusive. In the event the Shares issuable on exercise of an Option are not registered under the US Securities Act or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for the Company considers necessary or advisable to comply with the US Securities Act or any such state or other securities law. The Company may register, but in no event shall be obligated to register, any securities covered by the Plan pursuant to the US Securities Act; and in the event any Shares are so registered the Company may remove any legend on certificates representing such Shares. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option, the grant of any Restricted Share Award or the issuance of Shares pursuant thereto to comply with any law or regulation of any governmental authority.

23. Conversion of Incentive Stock Options into Non-Qualified Options; Termination. The Board of Directors, with the consent of any optionee, may in its discretion take such actions as may be necessary to convert such optionee’s Incentive Stock Options (or any installments or portions of installments thereof) that have not been exercised on the date of conversion into non-statutory Options at any time prior to the expiration of such Incentive Stock Options, regardless of whether the optionee is an employee of the Company or a holding company or subsidiary of the Company at the time of such conversion. At the time of such conversion, the Board of Directors (with the consent of the optionee) may impose such conditions on the exercise of the resulting non-statutory Options as the Board of Directors in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in this Plan shall be deemed to give any optionee the right to have such optionee’s Incentive Stock Options converted into non-statutory Options, and no such conversion shall occur until and unless the Board of Directors takes appropriate action. The Board of Directors, with the consent of the optionee, may also terminate any portion of any Incentive Stock Option that has not been exercised at the time of such termination.

24. Non-Exclusivity of this Plan; Non-Uniform Determinations. Neither the adoption of this Plan by the Board of Directors nor the approval of this Plan by the shareholders of the Company shall be construed as creating any limitations on the power of the Board of Directors to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of share options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

-12-

The determinations of the Board of Directors under this Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Options or Restricted Share Awards under this Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Board of Directors shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Option Agreements and Restricted Share Agreements, as to (a) the persons to receive Options or Restricted Share Awards under this Plan, (b) the terms and provisions of Options or Restricted Share Awards, (c) the exercise by the Board of Directors of its discretion in respect of the exercise of Options pursuant to the terms of this Plan, and (d) the treatment of leaves of absence pursuant to Section 10 hereof.

25. Governing Law. This Plan and each Option or Restricted Share Award shall be governed by the laws of Singapore, without regard to its principles of conflicts of law.

26. Notices. Any notice required to be given by an optionee to the Company shall be sent or made to the registered office of the Company or such other address as may be notified by the Company to him in writing or by e-mail to qichao@solidenergysystems.com

27. Disclaimer of Liability. Notwithstanding any provisions herein contained and subject to the Act, the Board, the Committee and the Company shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in respect of any matter under or in connection with the Plan, including the Company’s delay in issuing, or procuring the transfer of, the Shares.

28. Third Party Rights. A person who is not a party to this Plan shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore or under any law, to enforce any provision in this Plan.

-13-