Exhibit 4.2
ATRenew Inc.
Amended and Restated 2021 Share Incentive Plan
ARTICLE 1
PURPOSE
The purpose of the Plan is to promote the success and enhance the value of ATRenew 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.
ARTICLE 2
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.
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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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ARTICLE 3
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.
Notwithstanding anything else in this Article 8.2.2 to the contrary, but subject to compliance with all Applicable Laws, Incentive Share Options, 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 Administrator 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
GENERAL PROVISIONS
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