EX-10.2 2008 EMPLOYEE SHARE INCENTIVE PLAN

Exhibit 10.2

ATA INC.
2008 EMPLOYEE SHARE INCENTIVE PLAN

1. PURPOSE OF PLAN

The purpose of this ATA Inc. 2008 Employee Share Incentive Plan (this
"PLAN") of ATA Inc., an exempted company organized under the Companies Law
of the Cayman Islands, and its successors (the "COMPANY"), is to promote
the success of the Company and to increase shareholder value by providing
an additional means through the grant of awards to attract, motivate,
retain and reward selected employees and other eligible persons.

2. ELIGIBILITY

The Administrator (as such term is defined in Section 3.1) may grant awards
under this Plan only to those persons that the Administrator determines to
be Eligible Persons. An "ELIGIBLE PERSON" is any person who is either: (a)
an officer (whether or not a director) or employee of the Company or one of
its Subsidiaries; (b) a director of the Company or one of its Subsidiaries;
or (c) an individual consultant or advisor who renders or has rendered bona
fide services (other than services in connection with the offering or sale
of securities of the Company or one of its Subsidiaries in a
capital-raising transaction or as a market maker or promoter of securities
of the Company or one of its Subsidiaries) to the Company or one of its
Subsidiaries and who is selected to participate in this Plan by the
Administrator; provided, however, that a person who is otherwise an
Eligible Person under clause (c) above may participate in this Plan only if
such participation would not adversely affect either the Company's
eligibility to use Form S-8 to register under the Securities Act of 1933,
as amended (the "SECURITIES ACT"), the offering and sale of shares issuable
under this Plan by the Company or the Company's compliance with any
applicable laws. An Eligible Person who has been granted an award (a
"PARTICIPANT") may, if otherwise eligible, be granted additional awards if
the Administrator shall so determine. As used herein, "SUBSIDIARY" means
any corporation or other entity a majority of whose outstanding voting
shares or voting power is beneficially owned directly or indirectly by the
Company; and "BOARD" means the Board of Directors of the Company.

3. PLAN ADMINISTRATION

3.1 THE ADMINISTRATOR. This Plan shall be administered by and all awards
under this Plan shall be authorized by the Administrator. The
"ADMINISTRATOR" means the Board or one or more committees appointed by
the Board or another committee (within its delegated authority) to
administer all or certain aspects of this Plan. Any such committee
shall be comprised solely of one or more directors or such number of
directors as may be required under applicable law. A committee may
delegate some or all of its authority to another committee so
constituted. The Board or a committee comprised solely of directors
may also delegate, to the extent permitted by applicable law, to one
or more officers of the Company, its powers under this Plan (a) to
designate officers and employees of the Company and its Subsidiaries
who will receive grants of awards under this Plan, and (b) to
determine the number of shares subject to, and the other terms and
conditions of, such awards, in each case within the limits established
by the Board or another

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committee within its delegated authority. The Board may delegate
different levels of authority to different committees with
administrative and grant authority under this Plan. Unless otherwise
provided in the applicable charter of the Company or any
Administrator: (a) a majority of the members of the acting
Administrator shall constitute a quorum, and (b) the vote of a
majority of the members present assuming the presence of a quorum or
the unanimous written consent of the members of the Administrator
shall constitute action by the acting Administrator.

Award grants, and transactions in or involving awards, intended to be
exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"), must be duly and timely authorized by
the Board or a committee consisting solely of two or more non-employee
directors (as this requirement is applied under Rule 16b-3 promulgated
under the Exchange Act). To the extent required by any applicable
listing agency, this Plan shall be administered by a committee
composed entirely of independent directors (within the meaning of the
applicable listing agency).

3.2 POWERS OF THE ADMINISTRATOR. Subject to the express provisions of this
Plan, the Administrator is authorized and empowered to do all things
necessary or desirable in connection with the authorization of awards
and the administration of this Plan (in the case of a committee or
delegation to one or more officers, within the authority delegated to
that committee or person(s)), including, without limitation, the
authority to:

(a) determine eligibility and, from among those persons determined to
be eligible, the particular Eligible Persons who will receive an
award under this Plan;

(b) grant awards to Eligible Persons, determine the price at which
securities will be offered or awarded and the number of
securities to be offered or awarded to any of such persons,
determine the other specific terms and conditions of such awards
consistent with the express limits of this Plan, establish the
installments (if any) in which such awards shall become
exercisable or shall vest (which may include, without limitation,
performance and/or time-based schedules), or determine that no
delayed exercisability or vesting is required, establish any
applicable performance targets, and establish the events of
termination or reversion of such awards;

(c) approve the forms of award agreements (which need not be
identical either as to type of award or among participants);

(d) construe and interpret this Plan and any agreements defining the
rights and obligations of the Company, its Subsidiaries, and
participants under this Plan, further define the terms used in
this Plan, and prescribe, amend and rescind rules and regulations
relating to the administration of this Plan or the awards granted
under this Plan;

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(e) cancel, modify, or waive the Company's rights with respect to, or
modify, discontinue, suspend, or terminate any or all outstanding
awards, subject to any required consent under Section 8.6.5;

(f) accelerate or extend the vesting or exercisability or extend the
term of any or all such outstanding awards (in the case of
options or share appreciation rights, within the maximum ten-year
term of such awards) in such circumstances as the Administrator
may deem appropriate (including, without limitation, in
connection with a termination of employment or services or other
events of a personal nature) subject to any required consent
under Section 8.6.5;

(g) adjust the number of Common Shares subject to any award, adjust
the price of any or all outstanding awards or otherwise change
previously imposed terms and conditions, in such circumstances as
the Administrator may deem appropriate, in each case subject to
Sections 4 and 8.6, and provided that in no case (except due to
an adjustment contemplated by Section 7 or any repricing that may
be approved by shareholders) shall such an adjustment constitute
a repricing (by amendment, substitution, cancellation and
regrant, exchange for cash or another award or other means) of
the per share exercise or base price of any option or share
appreciation right;

(h) determine the date of grant of an award, which may be a
designated date after but not before the date of the
Administrator's action (unless otherwise designated by the
Administrator, the date of grant of an award shall be the date
upon which the Administrator took the action granting an award);

(i) determine whether, and the extent to which, adjustments are
required pursuant to Section 7 hereof and authorize the
termination, conversion, substitution or succession of awards
upon the occurrence of an event of the type described in Section
7;

(j) acquire or settle (subject to Sections 7 and 8.6) rights under
awards in cash, shares of equivalent value, or other
consideration;

(k) determine the fair market value of the Common Shares or awards
under this Plan from time to time and/or the manner in which such
value will be determined; and

(l) implement any procedures, steps or additional or different
requirements as may be necessary to comply with any laws of the
People's Republic of China (the "PRC") that may be applicable to
this Plan, any Option or any related documents, including, but
not limited to, foreign exchange laws, tax laws and securities
laws of the PRC.

3.3 BINDING DETERMINATIONS. Any action taken by, or inaction of, the
Company, any Subsidiary, or the Administrator relating or pursuant to
this Plan and within its authority hereunder or under applicable law
shall be within the absolute discretion

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of that entity or body and shall be conclusive and binding upon all
persons. Neither the Board nor any Board committee, nor any member
thereof or person acting at the direction thereof, shall be liable for
any act, omission, interpretation, construction or determination made
in good faith in connection with this Plan (or any award made under
this Plan), and all such persons shall be entitled to indemnification
and reimbursement by the Company in respect of any claim, loss, damage
or expense (including, without limitation, attorneys' fees) arising or
resulting therefrom to the fullest extent permitted by law and/or
under any directors and officers liability insurance coverage that may
be in effect from time to time.

3.4 RELIANCE ON EXPERTS. In making any determination or in taking or not
taking any action under this Plan, the Administrator may obtain and
may rely upon the advice of experts, including employees and
professional advisors to the Company. No director, officer or agent of
the Company or any of its Subsidiaries shall be liable for any such
action or determination taken or made or omitted in good faith.

3.5 DELEGATION. The Administrator may delegate ministerial,
non-discretionary functions to individuals who are officers or
employees of the Company or any of its Subsidiaries or to third
parties.

4. COMMON SHARES SUBJECT TO THE PLAN; SHARE LIMITS

4.1 SHARES AVAILABLE. Subject to the provisions of Section 7.1, the shares
that may be delivered under this Plan shall be shares of the Company's
authorized but unissued Common Shares and any shares of its Common
Shares held as treasury shares. For purposes of this Plan, "COMMON
SHARES" shall mean the common shares of the Company and such other
securities or property as may become the subject of awards under this
Plan, or may become subject to such awards, pursuant to an adjustment
made under Section 7.1.

4.2 SHARE LIMITS. The maximum number of Common Shares that may be
delivered pursuant to awards granted to Eligible Persons under this
Plan (the "SHARE LIMIT") is equal to 336,307 Common Shares. The Share
Limit shall automatically increase on January 1 of each calendar year
during the term of this Plan, commencing with January 1, 2009, by an
amount equal to the lesser of (i) 1% of the total number of Common
Shares issued and outstanding on December 31 of the immediately
preceding calendar year, (ii) 336,307 Common Shares or (iii) such
number of Common Shares as may be established by the Board. The
maximum number of Common Shares that may be initially delivered
pursuant to options qualified as incentive stock options granted under
this Plan is 336,307 Common Shares. The maximum number of Common
Shares that may be delivered pursuant to options qualified as
incentive stock options granted under this Plan shall automatically
increase on January 1 of each calendar year during the term of this
Plan by 336,307 Ordinary Shares

4.3 AWARDS SETTLED IN CASH, REISSUE OF AWARDS AND SHARES. To the extent
that an award granted under this Plan is settled in cash or a form
other than Common Shares, the shares that would have been delivered
had there been no such cash or

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other settlement shall not be counted against the shares available for
issuance under this Plan. In the event that Common Shares are
delivered in respect of a dividend equivalent right granted under this
Plan, only the actual number of shares delivered with respect to the
award shall be counted against the share limits of this Plan. To the
extent that Common Shares are delivered pursuant to the exercise of a
share appreciation right or option granted under this Plan, the number
of underlying shares as to which the exercise related shall be counted
against the applicable share limits under Section 4.2, as opposed to
only counting the shares actually issued. (For purposes of clarity, if
a share appreciation right relates to 100,000 shares and is exercised
at a time when the payment due to the participant is 15,000 shares,
100,000 shares shall be charged against the applicable share limits
under Section 4.2 with respect to such exercise.) Shares that are
subject to or underlie awards granted under this Plan which expire or
for any reason are cancelled or terminated, are forfeited, fail to
vest, or for any other reason are not paid or delivered under this
Plan shall again be available for subsequent awards under this Plan.
Shares that are exchanged by a participant or withheld by the Company
as full or partial payment in connection with any award under this
Plan, as well as any shares exchanged by a participant or withheld by
the Company or one of its Subsidiaries to satisfy the tax withholding
obligations related to any award, shall not be available for
subsequent awards under this Plan. Shares not issued in connection
with share-settled share appreciation rights and shares tendered or
withheld in payment of an option price or for withholding taxes shall
not be counted against the shares available for issuance under this
Plan. Refer to Section 8.10 for application of the foregoing share
limits with respect to assumed awards.

4.4 RESERVATION OF SHARES; NO FRACTIONAL SHARES; MINIMUM ISSUE. The
Company shall at all times reserve a number of Common Shares
sufficient to cover the Company's obligations and contingent
obligations to deliver shares with respect to awards then outstanding
under this Plan (exclusive of any dividend equivalent obligations to
the extent the Company has the right to settle such rights in cash).
No fractional shares shall be delivered under this Plan. The
Administrator may pay cash in lieu of any fractional shares in
settlements of awards under this Plan. No fewer than 100 shares may be
purchased on exercise of any award (or, in the case of share
appreciation or purchase rights, no fewer than 100 rights may be
exercised at any one time) unless the total number purchased or
exercised is the total number at the time available for purchase or
exercise under the award.

5. AWARDS

5.1 TYPE AND FORM OF AWARDS. The Administrator shall determine the type or
types of award(s) to be made to each selected Eligible Person. Awards
may be granted singly, in combination or in tandem. Awards also may be
made in combination or in tandem with, in replacement of, as
alternatives to, or as the payment form for grants or rights under any
other employee or compensation plan of the Company or one of its
Subsidiaries. The types of awards that may be granted under this Plan
are:

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5.1.1 SHARE OPTIONS. A share option is the grant of a right to
purchase a specified number of Common Shares during a specified period
as determined by the Administrator. An option may be intended as an
incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "CODE") (an "ISO") or a
nonqualified stock option (an option not intended to be an ISO). The
award agreement for an option will indicate if the option is intended
as an ISO; otherwise it will be deemed to be a nonqualified stock
option. The maximum term of each option (ISO or nonqualified) shall be
ten (10) years. Unless otherwise determined by the Board, the per
share exercise price for each option shall be not less than 100% of
the fair market value of a share of Common Shares on the date of grant
of the option. When an option is exercised, the exercise price for the
shares to be purchased shall be paid in full in cash or such other
method permitted by the Administrator consistent with Section 5.5.

5.1.2 ADDITIONAL RULES APPLICABLE TO ISOS. To the extent that the
aggregate fair market value (determined at the time of grant of the
applicable option) of shares with respect to which ISOs first become
exercisable by a participant in any calendar year exceeds $100,000,
taking into account both Common Shares subject to ISOs under this Plan
and shares subject to ISOs under all other plans of the Company or one
of its Subsidiaries (or any parent or predecessor corporation to the
extent required by and within the meaning of Section 422 of the Code
and the regulations promulgated thereunder), such options shall be
treated as nonqualified stock options. In reducing the number of
options treated as ISOs to meet the $100,000 limit, the most recently
granted options shall be reduced first. To the extent a reduction of
simultaneously granted options is necessary to meet the $100,000
limit, the Administrator may, in the manner and to the extent
permitted by law, designate which Common Shares are to be treated as
shares acquired pursuant to the exercise of an ISO. ISOs may only be
granted to employees of the Company or one of its subsidiaries (for
this purpose, the term "subsidiary" is used as defined in Section
424(f) of the Code, which generally requires an unbroken chain of
ownership of at least 50% of the total combined voting power of all
classes of shares of each subsidiary in the chain beginning with the
Company and ending with the subsidiary in question). There shall be
imposed in any award agreement relating to ISOs such other terms and
conditions as from time to time are required in order that the option
be an "incentive stock option" as that term is defined in Section 422
of the Code. No ISO may be granted to any person who, at the time the
option is granted, owns (or is deemed to own under Section 424(d) of
the Code) shares of outstanding Common Shares possessing more than 10%
of the total combined voting power of all classes of shares of the
Company, unless the exercise price of such option is at least 110% of
the fair market value of the shares subject to the option and such
option by its terms is not exercisable after the expiration of five
years from the date such option is granted.

5.1.3 SHARE APPRECIATION RIGHTS. A share appreciation right or "SAR"
is a right to receive a payment, in cash and/or Common Shares, equal
to the excess of the fair market value of a specified number of Common
Shares on the date the SAR is exercised over the "BASE PRICE" of the
award, which base price shall be set forth in the applicable award
agreement and shall be not less than 100% of the fair

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market value of a share of Common Shares on the date of grant of the
SAR. The maximum term of a SAR shall be ten (10) years.

5.1.4 OTHER AWARDS. The other types of awards that may be granted
under this Plan are: (a) share bonuses, restricted shares, performance
shares (which may be settled in Common Shares or cash), share units,
phantom shares, dividend equivalents, or similar rights to purchase or
acquire shares, whether at a fixed or variable price or ratio related
to the Common Shares, upon the passage of time, the occurrence of one
or more events, or the satisfaction of performance criteria or other
conditions, or any combination thereof; or (b) any similar securities
with a value derived from the value of or related to the Common Shares
and/or returns thereon.

5.2 [RESERVED.]

5.3 AWARD AGREEMENTS. Each award shall be evidenced by either (1) a
written award agreement in a form approved by the Administrator and
executed by the Company by an officer duly authorized to act on its
behalf, or (2) an electronic notice of award grant in a form approved
by the Administrator and recorded by the Company (or its designee) in
an electronic recordkeeping system used for the purpose of tracking
award grants under this Plan generally (in each case, an "award
agreement"), as the Administrator may provide and, in each case and if
required by the Administrator, executed or otherwise electronically
accepted by the recipient of the award in such form and manner as the
Administrator may require. The Administrator may authorize any officer
of the Company (other than the particular award recipient) to execute
any or all award agreements on behalf of the Company. The award
agreement shall set forth the material terms and conditions of the
award as established by the Administrator consistent with the express
limitations of this Plan.

5.4 DEFERRALS AND SETTLEMENTS. Payment of awards may be in the form of
cash, Common Shares, other awards or combinations thereof as the
Administrator shall determine, and with such restrictions as it may
impose. The Administrator may also require or permit participants to
elect to defer the issuance of shares or the settlement of awards in
cash under such rules and procedures as it may establish under this
Plan, in any event in compliance with Section 8.1.2 hereof. The
Administrator may also provide that deferred settlements include the
payment or crediting of interest or other earnings on the deferral
amounts, or the payment or crediting of dividend equivalents where the
deferred amounts are denominated in shares.

5.5 CONSIDERATION FOR COMMON SHARES OR AWARDS. The purchase price for any
award granted under this Plan or the Common Shares to be delivered
pursuant to an award, as applicable, may be paid by means of any
lawful consideration as determined by the Administrator, including,
without limitation, one or a combination of the following methods:

o services rendered by the recipient of such award;

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o cash, check payable to the order of the Company, or electronic
funds transfer;

o notice and third party payment in such manner as may be
authorized by the Administrator;

o the delivery of previously owned Common Shares;

o by a reduction in the number of shares otherwise deliverable
pursuant to the award; or

o subject to such procedures as the Administrator may adopt,
pursuant to a "cashless exercise" with a third party who provides
financing for the purposes of (or who otherwise facilitates) the
purchase or exercise of awards.

In no event shall any Common Shares newly-issued by the Company be
issued for less than the minimum lawful consideration for such Common
Shares or for consideration other than consideration permitted by
applicable law. In the event that the Administrator allows a
participant to exercise an award by delivering Common Shares
previously owned by such participant and unless otherwise expressly
provided by the Administrator, any Common Shares delivered which were
initially acquired by the participant from the Company (upon exercise
of a share option or otherwise) must have been owned by the
participant. Common Shares used to satisfy the exercise price of an
option shall be valued at their fair market value on the date of
exercise. The Company will not be obligated to deliver any Common
Shares unless and until it receives full payment of the exercise or
purchase price therefor and any related withholding obligations under
Section 8.5 and any other conditions to exercise or purchase have been
satisfied. Unless otherwise expressly provided in the applicable award
agreement, the Administrator may at any time eliminate or limit a
participant's ability to pay the purchase or exercise price of any
award or Common Shares by any method other than cash payment to the
Company. The Administrator may take all actions necessary to alter the
method of Option exercise and the exchange and transmittal of proceeds
with respect to participants resident in the People's Republic of
China ("PRC") not having permanent residence in a country other than
the PRC in order to comply with applicable PRC foreign exchange and
tax regulations.

5.6 DEFINITION OF FAIR MARKET VALUE. For purposes of this Plan, "fair
market value" shall mean, if the Common Shares are not listed or
actively traded on an internationally recognized securities exchange
as of the applicable date, the fair market value as reasonably
determined by the Administrator for purposes of the award in the
circumstances. If the Common Shares are listed and actively traded on
an internationally recognized securities exchange, then unless
otherwise determined or provided by the Administrator in the
circumstances, the "fair market value" shall mean the last price for
an Common Share as furnished by the securities exchange on which the
Common Shares are listed for the date in question or, if no sales of
Common Shares were reported on that date, the last price for a Common
Share as furnished by the securities exchange on which the Common
Shares are listed for the next preceding day on which sales of Common
Shares were reported. The Administrator also may adopt a different
methodology

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for determining fair market value with respect to one or more awards
if a different methodology is necessary or advisable to secure any
intended favorable tax, legal or other treatment for the particular
award(s) (for example, and without limitation, the Administrator may
provide that fair market value for purposes of one or more awards will
be based on an average of closing prices (or the average of high and
low daily trading prices) for a specified period preceding the
relevant date).

5.7 TRANSFER RESTRICTIONS.

5.7.1 LIMITATIONS ON EXERCISE AND TRANSFER. Unless otherwise expressly
provided in (or pursuant to) this Section 5.7 or required by
applicable law: (a) all awards are non-transferable and shall not be
subject in any manner to sale, transfer, anticipation, alienation,
assignment, pledge, encumbrance or charge; (b) awards shall be
exercised only by the participant; and (c) amounts payable or shares
issuable pursuant to any award shall be delivered only to (or for the
account of) the participant. In addition, the Common Shares shall be
subject to the restrictions set forth in the applicable Option
Agreement.

5.7.2 EXCEPTIONS. The Administrator may permit awards to be exercised
by and paid to, or otherwise transferred to, other persons or entities
pursuant to such conditions and procedures, including limitations on
subsequent transfers, as the Administrator may, in its sole
discretion, establish in writing. Any permitted transfer shall be
subject to compliance with applicable federal and state securities
laws and shall not be for value (other than nominal consideration,
settlement of marital property rights, or for interests in an entity
in which more than 50% of the voting interests are held by the
Eligible Person or by the Eligible Person's family members).

5.7.3 FURTHER EXCEPTIONS TO LIMITS ON TRANSFER. The exercise and
transfer restrictions in Section 5.7.1 shall not apply to:

(a) transfers to the Company (for example, in connection with the
expiration or termination of the award),

(b) the designation of a beneficiary to receive benefits in the event
of the participant's death or, if the participant has died,
transfers to or exercise by the participant's beneficiary, or, in
the absence of a validly designated beneficiary, transfers by
will or the laws of descent and distribution,

(c) subject to any applicable limitations on ISOs, transfers to a
family member (or former family member) pursuant to a domestic
relations order if approved or ratified by the Administrator,

(d) if the participant has suffered a disability, permitted transfers
or exercises on behalf of the participant by his or her legal
representative, or

(e) the authorization by the Administrator of "cashless exercise"
procedures with third parties who provide financing for the
purpose of (or who otherwise facilitate) the exercise of awards
consistent with applicable laws and the express authorization of
the Administrator. Anything in this

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Section 5.7.3 to the contrary notwithstanding, but subject to
compliance with all applicable laws, ISOs 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.

5.8 INTERNATIONAL AWARDS. One or more awards may be granted to Eligible
Persons who provide services to the Company or one of its Subsidiaries
outside of the United States. Any awards granted to such persons may
be granted pursuant to the terms and conditions of any applicable
sub-plans, if any, appended to this Plan and approved by the
Administrator.

6. EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS

6.1 GENERAL. The Administrator shall establish the effect of a termination
of employment or service on the rights and benefits under each award
under this Plan and in so doing may make distinctions based upon,
inter alia, the cause of termination and type of award. If the
participant is not an employee of the Company or one of its
Subsidiaries and provides other services to the Company or one of its
Subsidiaries, the Administrator shall be the sole judge for purposes
of this Plan (unless a contract or the award otherwise provides) of
whether the participant continues to render services to the Company or
one of its Subsidiaries and the date, if any, upon which such services
shall be deemed to have terminated.

6.2 EVENTS NOT DEEMED TERMINATIONS OF SERVICE. Unless the express policy
of the Company or one of its Subsidiaries, or the Administrator,
otherwise provides, the employment relationship shall not be
considered terminated in the case of (a) sick leave, (b) military
leave, or (c) any other leave of absence authorized by the Company or
one of its Subsidiaries, or the Administrator; provided that, unless
reemployment upon the expiration of such leave is guaranteed by
contract or law or the Administrator otherwise provides, such leave is
for a period of not more than three months. In the case of any
employee of the Company or one of its Subsidiaries on an approved
leave of absence, continued vesting of the award while on leave from
the employ of the Company or one of its Subsidiaries may be suspended
until the employee returns to service, unless the Administrator
otherwise provides or applicable law otherwise requires. In no event
shall an award be exercised after the expiration of the term set forth
in the applicable award agreement.

6.3 EFFECT OF CHANGE OF SUBSIDIARY STATUS. For purposes of this Plan and
any award, if an entity ceases to be a Subsidiary of the Company a
termination of employment or service shall be deemed to have occurred
with respect to each Eligible Person in respect of such Subsidiary who
does not continue as an Eligible Person in respect of another entity
within the Company or another Subsidiary that continues as such after
giving effect to the transaction or other event giving rise to the
change in status.

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7. ADJUSTMENTS; ACCELERATION

7.1 ADJUSTMENTS. Subject to Section 7.2, upon (or, as may be necessary to
effect the adjustment, immediately prior to): any reclassification,
recapitalization, share split (including a share split in the form of
a share dividend) or reverse share split; any merger, combination,
consolidation, or other reorganization; any spin-off, split-up, or
similar extraordinary dividend distribution in respect of the Common
Shares; or any exchange of Common Shares or other securities of the
Company, or any similar, unusual or extraordinary corporate
transaction in respect of the Common Shares; then the Administrator
shall equitably and proportionately adjust (1) the number and type of
Common Shares (or other securities) that thereafter may be made the
subject of awards (including the specific share limits, maximums and
numbers of shares set forth elsewhere in this Plan), (2) the number,
amount and type of Common Shares (or other securities or property)
subject to any outstanding awards, (3) the grant, purchase, or
exercise price (which term includes the base price of any SAR or
similar right) of any outstanding awards, and/or (4) the securities,
cash or other property deliverable upon exercise or payment of any
outstanding awards, in each case to the extent necessary to preserve
(but not increase) the level of incentives intended by this Plan and
the then-outstanding awards.

Unless otherwise expressly provided in the applicable award agreement,
upon (or, as may be necessary to effect the adjustment, immediately
prior to) any event or transaction described in the preceding
paragraph or a sale of all or substantially all of the business or
assets of the Company as an entirety, the Administrator shall
equitably and proportionately adjust the performance standards
applicable to any then-outstanding performance-based awards to the
extent necessary to preserve (but not increase) the level of
incentives intended by the Plan and the then-outstanding
performance-based awards.

It is intended that, if possible, any adjustments contemplated by the
preceding two paragraphs be made in a manner that satisfies applicable
legal, tax (including, without limitation and as applicable in the
circumstances, Section 424 of the Code and Section 409A of the Code)
and accounting (so as to not trigger any charge to earnings with
respect to such adjustment) requirements.

Without limiting the generality of Section 3.3, any good faith
determination by the Administrator as to whether an adjustment is
required in the circumstances pursuant to this Section 7.1, and the
extent and nature of any such adjustment, shall be conclusive and
binding on all persons.

7.2 CORPORATE TRANSACTIONS - ASSUMPTION AND TERMINATION OF AWARDS. Upon
the occurrence of any of the following events (each, a "CHANGE OF
CONTROL"): any merger, combination, consolidation, or other
reorganization; any exchange of Common Shares or other securities of
the Company; a sale of all or substantially all the business, shares
or assets of the Company; a dissolution of the Company; or any other
event in which the Company does not survive (or does not survive as a
public company in respect of its Common Shares); then the
Administrator may make provision for either (i) a cash payment in full
settlement of all outstanding

11


vested share-based awards outstanding under this Plan, (ii) the
termination of all outstanding share-based awards outstanding under
this Plan, or (iii) the assumption, substitution or exchange of any or
all outstanding share-based awards or the cash, securities or property
deliverable to the holder of any or all outstanding share-based
awards, in each case based upon, to the extent relevant under the
circumstances, the distribution or consideration payable to holders of
the Common Shares upon or in respect of such Change of Control. Upon
the occurrence of any Change of Control, unless the Administrator has
made a provision for the substitution, assumption, exchange or other
continuation or settlement of the award or the award would otherwise
continue in accordance with its terms in the circumstances: (1)
subject to Section 7.4 and unless otherwise provided in the applicable
award agreement, each then-outstanding option and SAR may as the
Administrator shall determine become fully vested, all shares of
restricted shares then outstanding shall fully vest free of
restrictions, and each other award granted under this Plan that is
then outstanding shall become payable to the holder of such award; and
(2) each award shall terminate and be deemed cancelled upon the
occurrence of a Change of Control; provided that the holder of an
option or SAR shall be given reasonable advance notice of the
impending termination and a reasonable opportunity to exercise his or
her outstanding vested options and SARs (after giving effect to any
accelerated vesting required in the circumstances) in accordance with
their terms before the termination of such awards (except that in no
case shall more than ten days' notice of the impending termination be
required and any acceleration of vesting and any exercise of any
portion of an award that is so accelerated may be made contingent upon
the actual occurrence of the event). For the avoidance of doubt if the
per share price for an Common Share in any such Change of Control
transaction equals or exceeds the relevant exercise price of any
outstanding (vested or unvested) option or SAR, then the Administrator
shall be empowered to terminate and cancel such outstanding option or
SAR without the payment of any consideration whatsoever without the
consent of the holder thereof. Upon the occurrence of any Change of
Control where the Administrator has made a provision for the
substitution, assumption, exchange or other continuation or settlement
of the award or the award would otherwise continue in accordance with
its terms in the circumstances, if the Participant is terminated
without cause within 24 months of such Change of Control transaction,
then, in the sole discretion of the administrator, each
then-outstanding option and SAR may become fully vested, all shares of
restricted shares then outstanding shall fully vest free of
restrictions, and each other award granted under this Plan that is
then outstanding shall become payable to the holder of such award.

Without limiting the preceding paragraph, in connection with any event
referred to in the preceding paragraph or any Change of Control event
defined in any applicable award agreement, the Administrator may, in
its discretion, provide for the accelerated vesting of any award or
awards as and to the extent determined by the Administrator in the
circumstances.

The Administrator may adopt such valuation methodologies for
outstanding awards as it deems reasonable in the event of a cash or
property settlement and, in the case of options, SARs or similar
rights, but without limitation on other

12


methodologies, may base such settlement solely upon the excess if any
of the per share amount payable upon or in respect of such event over
the exercise or base price of the award.

In any of the events referred to in this Section 7.2, the
Administrator may take such action contemplated by this Section 7.2
prior to such event (as opposed to on the occurrence of such event) to
the extent that the Administrator deems the action necessary to permit
the participant to realize the benefits intended to be conveyed with
respect to the underlying shares. Without limiting the generality of
the foregoing, the Administrator may deem an acceleration to occur
immediately prior to the applicable event and/or reinstate the
original terms of the award if an event giving rise to an acceleration
does not occur.

Without limiting the generality of Section 3.3, any good faith
determination by the Administrator pursuant to its authority under
this Section 7.2 shall be conclusive and binding on all persons.

7.3 OTHER ACCELERATION RULES. The Administrator may override the
provisions of Section 7.2 and/or 7.4 by express provision in the award
agreement and may accord any Eligible Person a right to refuse any
acceleration, whether pursuant to the award agreement or otherwise, in
such circumstances as the Administrator may approve. The portion of
any ISO accelerated in connection with an event referred to in Section
7.2 (or such other circumstances as may trigger accelerated vesting of
the award) shall remain exercisable as an ISO only to the extent the
applicable $100,000 limitation on ISOs is not exceeded. To the extent
exceeded, the accelerated portion of the option shall be exercisable
as a nonqualified stock option under the Code.

7.4 GOLDEN PARACHUTE LIMITATION. Notwithstanding anything else contained
in this Section 7 to the contrary, in no event shall any award or
payment be accelerated under this Plan to an extent or in a manner so
that such award or payment, together with any other compensation and
benefits provided to, or for the benefit of, the participant under any
other plan or agreement of the Company or any of its Subsidiaries,
would not be fully deductible by the Company or one of its
Subsidiaries for federal income tax purposes because of Section 280G
of the Code. If a participant would be entitled to benefits or
payments hereunder and under any other plan or program that would
constitute "parachute payments" as defined in Section 280G of the
Code, then the participant may by written notice to the Company
designate the order in which such parachute payments will be reduced
or modified so that the Company or one of its Subsidiaries is not
denied federal income tax deductions for any "parachute payments"
because of Section 280G of the Code. Notwithstanding the foregoing, if
a participant is a party to an employment or other agreement with the
Company or one of its Subsidiaries, or is a participant in a severance
program sponsored by the Company or one of its Subsidiaries, that
contains express provisions regarding Section 280G and/or Section 4999
of the Code (or any similar successor provision), or the applicable
award agreement includes such provisions, the Section 280G and/or
Section 4999 provisions of such employment or other agreement or plan,
as applicable, shall control as to the awards held by that participant
(for example, and without

13


limitation, a participant may be a party to an employment agreement
with the Company or one of its Subsidiaries that provides for a
"gross-up" as opposed to a "cut-back" in the event that the Section
280G thresholds are reached or exceeded in connection with a change in
control and, in such event, the Section 280G and/or Section 4999
provisions of such employment agreement shall control as to any awards
held by that participant).

8. OTHER PROVISIONS

8.1 COMPLIANCE WITH LAWS. This Plan, the granting and vesting of awards
under this Plan, the offer, issuance and delivery of Common Shares,
and/or the payment of money under this Plan or under awards are
subject to compliance with all applicable federal and state laws,
rules and regulations (including but not limited to state and federal
securities law and federal margin requirements) and to such approvals
by any listing, regulatory or governmental authority as may, in the
opinion of counsel for the Company, be necessary or advisable in
connection therewith. The person acquiring any securities under this
Plan will, if requested by the Company or one of its Subsidiaries,
provide such assurances and representations to the Company or one of
its Subsidiaries as the Administrator may deem necessary or desirable
to assure compliance with all applicable legal and accounting
requirements.

No participant shall sell, pledge or otherwise transfer Common
Shares acquired pursuant to an award or any interest in such shares
except in accordance with the express terms of this Plan and the
applicable Option Agreement. Any attempted transfer in violation of
this Section 8 shall be void and of no effect. Without in any way
limiting the provisions set forth above, no Participant shall make any
disposition of all or any portion of Common Shares acquired or to be
acquired pursuant to an award, except in compliance with all
applicable federal and state securities laws and unless and until, if
applicable:

(a) there is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition
is made in accordance with such registration statement;

(b) such disposition is made in accordance with Rule 144 under
the Securities Act; or

(c) such participant notifies the Company of the proposed
disposition and furnishes the Company with a statement of the
circumstances surrounding the proposed disposition, and, if requested
by the Company, furnishes to the Company an opinion of counsel
acceptable to the Company's counsel, that such disposition will not
require registration under the Securities Act and will be in
compliance with all applicable state securities laws.

Notwithstanding anything else herein to the contrary, neither the
Company or any affiliate has any obligation to register the Common
Shares or file any registration statement under either federal or
state securities laws, nor does the Company or any affiliate make any
representation concerning the likelihood

14


of a public offering of the Common Shares or any other securities of
the Company or any affiliate.

8.2 NO RIGHTS TO AWARD. No person shall have any claim or rights to be
granted an award (or additional awards, as the case may be) under this
Plan, subject to any express contractual rights (set forth in a
document other than this Plan) to the contrary.

8.3 NO EMPLOYMENT/SERVICE CONTRACT. Nothing contained in this Plan (or in
any other documents under this Plan or in any award) shall confer upon
any Eligible Person or other participant any right to continue in the
employ or other service of the Company or one of its Subsidiaries,
constitute any contract or agreement of employment or other service or
affect an employee's status as an employee at will, nor shall
interfere in any way with the right of the Company or one of its
Subsidiaries to change a person's compensation or other benefits, or
to terminate his or her employment or other service, with or without
cause. Nothing in this Section 8.3, however, is intended to adversely
affect any express independent right of such person under a separate
employment or service contract other than an award agreement.

8.4 PLAN NOT FUNDED. Awards payable under this Plan shall be payable in
shares or from the general assets of the Company, and no special or
separate reserve, fund or deposit shall be made to assure payment of
such awards. No participant, beneficiary or other person shall have
any right, title or interest in any fund or in any specific asset
(including Common Shares, except as expressly otherwise provided) of
the Company or one of its Subsidiaries by reason of any award
hereunder. Neither the provisions of this Plan (or of any related
documents), nor the creation or adoption of this Plan, nor any action
taken pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship
between the Company or one of its Subsidiaries and any participant,
beneficiary or other person. To the extent that a participant,
beneficiary or other person acquires a right to receive payment
pursuant to any award hereunder, such right shall be no greater than
the right of any unsecured general creditor of the Company.

8.5 TAX WITHHOLDING. Upon any exercise, vesting, or payment of any award
or upon the disposition of Common Shares acquired pursuant to the
exercise of an ISO prior to satisfaction of the holding period
requirements of Section 422 of the Code, the Company or one of its
Subsidiaries shall have the right at its option to:

(a) require the participant (or the participant's personal
representative or beneficiary, as the case may be) to pay or
provide for payment of at least the minimum amount of any taxes
which the Company or one of its Subsidiaries may be required to
withhold with respect to such award event or payment; or

(b) deduct from any amount otherwise payable in cash to the
participant (or the participant's personal representative or
beneficiary, as the case may be) the minimum amount of any taxes
which the Company or one of its

15


Subsidiaries may be required to withhold with respect to such
cash payment.

In any case where a tax is required to be withheld (including taxes in
the PRC where applicable) in connection with the delivery of Common
Shares under this Plan (including the sale of Common Shares as may be
required to comply with foreign exchange rules in the PRC for
participants resident in the PRC), the Administrator may in its sole
discretion (subject to Section 8.1) grant (either at the time of the
award or thereafter) to the participant the right to elect, pursuant
to such rules and subject to such conditions as the Administrator may
establish, to have the Company reduce the number of Common Shares to
be delivered by (or otherwise reacquire) the appropriate number of
Common Shares, valued in a consistent manner at their fair market
value or at the sales price in accordance with authorized procedures
for cashless exercises, necessary to satisfy the minimum applicable
withholding obligation on exercise, vesting or payment. In no event
shall the Common Shares withheld exceed the minimum whole number of
Common Shares required for tax withholding under applicable law. The
Company may, with the Administrator's approval, accept one or more
promissory notes from any Eligible Person in connection with taxes
required to be withheld upon the exercise, vesting or payment of any
award under this Plan; provided that any such note shall be subject to
terms and conditions established by the Administrator and the
requirements of applicable law.

8.6 EFFECTIVE DATE, TERMINATION AND SUSPENSION, AMENDMENTS.

8.6.1 EFFECTIVE DATE. This Plan is effective as of [______________],
2008, the date of its approval by the Board (the "EFFECTIVE DATE").
Unless earlier terminated by the Board, this Plan shall terminate at
the close of business on the day before the tenth anniversary of the
Effective Date. After the termination of this Plan either upon such
stated expiration date or its earlier termination by the Board, no
additional awards may be granted under this Plan, but previously
granted awards (and the authority of the Administrator with respect
thereto, including the authority to amend such awards) shall remain
outstanding in accordance with their applicable terms and conditions
and the terms and conditions of this Plan.

8.6.2 BOARD AUTHORIZATION. The Board may, at any time, terminate or,
from time to time, amend, modify or suspend this Plan, in whole or in
part. No awards may be granted during any period that the Board
suspends this Plan.

8.6.3 SHAREHOLDER APPROVAL. To the extent then required by applicable
law or any applicable listing agency or required under Sections 422 or
424 of the Code to preserve the intended tax consequences of this
Plan, or deemed necessary or advisable by the Board, any amendment to
this Plan shall be subject to shareholder approval. Notwithstanding
the foregoing, any option "repricing" or similar event shall be
subject to prior shareholder approval.

8.6.4 AMENDMENTS TO AWARDS. Without limiting any other express
authority of the Administrator under (but subject to) the express
limits of this Plan, the

16


Administrator by agreement or resolution may waive conditions of or
limitations on awards to participants that the Administrator in the
prior exercise of its discretion has imposed, without the consent of a
participant, and (subject to the requirements of Sections 3.2 and
8.6.5) may make other changes to the terms and conditions of awards.
Any amendment or other action that would constitute a repricing of an
award is subject to the limitations set forth in Section 3.2(g).

8.6.5 LIMITATIONS ON AMENDMENTS TO PLAN AND AWARDS. No amendment,
suspension or termination of this Plan or amendment of any outstanding
award agreement shall, without written consent of the participant,
affect in any manner materially adverse to the participant any rights
or benefits of the participant or obligations of the Company under any
award granted under this Plan prior to the effective date of such
change. Changes, settlements and other actions contemplated by Section
7 shall not be deemed to constitute changes or amendments for purposes
of this Section 8.6.

8.7 PRIVILEGES OF SHARE OWNERSHIP. Except as otherwise expressly
authorized by the Administrator, a participant shall not be entitled
to any privilege of share ownership as to any Common Shares not
actually delivered to and held of record by the participant. Except as
expressly required by Section 7.1 or otherwise expressly provided by
the Administrator, no adjustment will be made for dividends or other
rights as a shareholder for which a record date is prior to such date
of delivery.

8.8 GOVERNING LAW; CONSTRUCTION; SEVERABILITY.

8.8.1 CHOICE OF LAW. This Plan, the awards, all documents evidencing
awards and all other related documents shall be governed by, and
construed in accordance with the laws of the Cayman Islands.

8.8.2 SEVERABILITY. If a court of competent jurisdiction holds any
provision invalid and unenforceable, the remaining provisions of this
Plan shall continue in effect.

8.8.3 PLAN CONSTRUCTION.

(a) Rule 16b-3. It is the intent of the Company that the awards
and transactions permitted by awards be interpreted in a
manner that, in the case of participants who are or may be
subject to Section 16 of the Exchange Act, qualify, to the
maximum extent compatible with the express terms of the
award, for exemption from matching liability under Rule
16b-3 promulgated under the Exchange Act. Notwithstanding
the foregoing, the Company shall have no liability to any
participant for Section 16 consequences of awards or events
under awards if an award or event does not so qualify.

8.9 CAPTIONS. Captions and headings are given to the sections and
subsections of this Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of this Plan or any
provision thereof.

17


8.10 SHARE-BASED AWARDS IN SUBSTITUTION FOR SHARE OPTIONS OR AWARDS GRANTED
BY OTHER COMPANY. Awards may be granted to Eligible Persons in
substitution for or in connection with an assumption of employee share
options, SARs, restricted shares or other share-based awards granted
by other entities to persons who are or who will become Eligible
Persons in respect of the Company or one of its Subsidiaries, in
connection with a distribution, merger or other reorganization by or
with the granting entity or an affiliated entity, or the acquisition
by the Company or one of its Subsidiaries, directly or indirectly, of
all or a substantial part of the shares or assets of the employing
entity. The awards so granted need not comply with other specific
terms of this Plan, provided the awards reflect only adjustments
giving effect to the assumption or substitution consistent with the
conversion applicable to the Common Shares in the transaction and any
change in the issuer of the security. Any shares that are delivered
and any awards that are granted by, or become obligations of, the
Company, as a result of the assumption by the Company of, or in
substitution for, outstanding awards previously granted by an acquired
company (or previously granted by a predecessor employer (or direct or
indirect parent thereof) in the case of persons that become employed
by the Company or one of its Subsidiaries in connection with a
business or asset acquisition or similar transaction) shall not be
counted against the Share Limit or other limits on the number of
shares available for issuance under this Plan.

8.11 NON-EXCLUSIVITY OF PLAN. Nothing in this Plan shall limit or be deemed
to limit the authority of the Board or the Administrator to grant
awards or authorize any other compensation, with or without reference
to the Common Shares, under any other plan or authority.

8.12 NO CORPORATE ACTION RESTRICTION. The existence of this Plan, the award
agreements and the awards granted hereunder shall not limit, affect or
restrict in any way the right or power of the Board or the
shareholders of the Company to make or authorize: (a) any adjustment,
recapitalization, reorganization or other change in the capital
structure or business of the Company or any Subsidiary, (b) any
merger, amalgamation, consolidation or change in the ownership of the
Company or any Subsidiary, (c) any issue of bonds, debentures,
capital, preferred or prior preference shares ahead of or affecting
the capital shares (or the rights thereof) of the Company or any
Subsidiary, (d) any dissolution or liquidation of the Company or any
Subsidiary, (e) any sale or transfer of all or any part of the assets
or business of the Company or any Subsidiary, or (f) any other
corporate act or proceeding by the Company or any Subsidiary. No
participant, beneficiary or any other person shall have any claim
under any award or award agreement against any member of the Board or
the Administrator, or the Company or any employees, officers or agents
of the Company or any Subsidiary, as a result of any such action.

8.13 OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and other
benefits received by a participant under an award made pursuant to
this Plan shall not be deemed a part of a participant's compensation
for purposes of the determination of benefits under any other employee
welfare or benefit plans or arrangements, if any, provided by the
Company or any Subsidiary, except where the Administrator expressly
otherwise provides or authorizes in writing. Awards

18


under this Plan may be made in addition to, in combination with, as
alternatives to or in payment of grants, awards or commitments under
any other plans or arrangements of the Company or its Subsidiaries.
Exhibit 10.2


ATA INC.
2008 EMPLOYEE SHARE INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT (this "OPTION AGREEMENT") dated
_____________________ by and between ATA INC., a Cayman company (the "COMPANY"),
and ___________________________ (the "GRANTEE") evidences the incentive stock
option (the "OPTION") granted by the Company to the Grantee as to the number of
shares of the Company's Ordinary Shares first set forth below.

- --------------------------------------------------------------------------------

NUMBER OF ORDINARY SHARES:(1) _______ AWARD DATE: __________________

EXERCISE PRICE PER SHARE:(1) $________ EXPIRATION DATE:(1,2) _________

VESTING (1,2) The Option shall become vested as to 1/4 of the total number of
Common Shares subject to the Option on the first anniversary of the award date.
The remaining 3/4 of the total number of Common Shares subject to the Option
shall vest pro rata on the last day of each of the 36 one-month periods
thereafter.

- --------------------------------------------------------------------------------

The Option is granted under the ATA Inc. 2008 Employee Share Incentive Plan
(the "PLAN") and subject to the Terms and Conditions of Incentive Stock Option
(the "TERMS") attached to this Option Agreement (incorporated herein by this
reference) and to the Plan. The Option has been granted to the Grantee in
addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Grantee. The Option is intended as an incentive
stock option within the meaning of Section 422 of the Code (an "ISO")
Capitalized terms are defined in the Plan if not defined herein. The parties
agree to the terms of the Option set forth herein. The Grantee acknowledges
receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.