UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER 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 Incentive
Plan
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 (“Zhibao
Shares”), 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.
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 |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Zhibao Technology Inc. 2026 Equity Incentive Plan |
| 99.1 |
|
Form of Stock
Option Grant Agreement |
| 99.2 |
|
Form of RSU Award Agreement |
Exhibit 99.1
zhibao
technology inc. 2026 equity INCENTIVE PLAN
FORM OF STOCK
OPTION GRANT AGREEMENT
I. NOTICE
OF OPTION GRANT
Grantee
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 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 |
Incentive
Stock Option |
|
| |
|
|
|
|
| |
|
☐ |
Nonqualified
Stock Option |
|
| |
|
|
|
|
| |
Term/Expiration
Date: |
|
10
years |
|
| |
|
|
|
|
| |
Vesting
Schedule: |
|
|
|
II. GRANT
AGREEMENT
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.
(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.
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.
(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.
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
| PARTICIPANT |
|
ZHIBAO TECHNOLOGY INC. |
| |
|
|
| |
|
|
| Signature |
|
By |
| |
|
|
| |
|
|
| Print Name |
|
Print Name |
| |
|
|
| |
|
|
| |
|
Print Title |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| Residence Address |
|
|
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.
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 |
Exhibit 99.2
Zhibao
technology inc. 2026 Equity Incentive Plan
FORM OF RESTRICTED
STOCK UNIT AWARD AGREEMENT
I. NOTICE
OF 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
(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.
10. 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.
(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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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
| PARTICIPANT |
|
ZHIBAO TECHNOLOGY INC. |
| |
|
|
| Signature |
|
By |
| |
|
|
| |
|
|
| Print Name |
|
Print Name |
| |
|
|
| |
|
|
| |
|
Print Title |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| Residence Address |
|
|
