Ex-4.28 STATS ChipPAC Ltd. Share Option Plan



Table of Contents





Exhibit 4.28









STATS ChipPAC LTD.




SHARE OPTION PLAN




Adopted on 28 May 1999




Amended by ordinary resolution approved at the

6th Annual General Meeting held on 8 June 2000




Amended by the Executive Resource & Compensation Committee

on 23 October 2001




Amended by the Executive Resource & Compensation Committee

on 28 January 2002




Amended by the Executive Resource & Compensation Committee

on 29 October 2002




Amended by ordinary resolution approved at the

10th Annual General Meeting held on 25 April 2004




Amended by ordinary resolution approved

at the Extraordinary General Meeting held on 4 August 2004



Amended
by the Executive Resource & Compensation Committee

on 24 January 2006



Amended by ordinary resolution approved at the

12th Annual General Meeting held on 25 April 2006






 









Table of Contents
















TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page No.
	SECTION 1.

	 	ESTABLISHMENT AND PURPOSE.
	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 2.

	 	ADMINISTRATION.
	 	 	1	 
	 
	 	 	 	 	 	 
	(a)

	 	Committees of the Board of Directors.
	 	 	1	 
	 
	 	 	 	 	 	 
	(b)

	 	Committee Composition under Section 16 and Section 162(m).
	 	 	1	 
	 
	 	 	 	 	 	 
	(c)

	 	Authority of the Board of Directors.
	 	 	2	 
	 
	 	 	 	 	 	 
	(d)

	 	Governing Law.
	 	 	2	 
	 
	 	 	 	 	 	 
	SECTION 3.

	 	ELIGIBILITY.
	 	 	2	 
	 
	 	 	 	 	 	 
	(a)

	 	General Rule.
	 	 	2	 
	 
	 	 	 	 	 	 
	(b)

	 	Ten Percent Shareholders.
	 	 	2	 
	 
	 	 	 	 	 	 
	(c)

	 	Section 162(m) Limitation.
	 	 	3	 
	 
	 	 	 	 	 	 
	SECTION 4.

	 	SHARES SUBJECT TO PLAN.
	 	 	3	 
	 
	 	 	 	 	 	 
	(a)

	 	Basic Limitation.
	 	 	3	 
	 
	 	 	 	 	 	 
	(b)

	 	Additional Shares.
	 	 	3	 
	 
	 	 	 	 	 	 
	SECTION 5.

	 	TERMS AND CONDITIONS OF OPTIONS.
	 	 	3	 
	 
	 	 	 	 	 	 
	(a)

	 	Share Option Agreement.
	 	 	3	 
	 
	 	 	 	 	 	 
	(b)

	 	Number of Shares.
	 	 	4	 
	 
	 	 	 	 	 	 
	(c)

	 	Exercise Price.
	 	 	4	 
	 
	 	 	 	 	 	 
	(d)

	 	Expenses and Withholding Taxes.
	 	 	4	 
	 
	 	 	 	 	 	 
	(e)

	 	Exercisability.
	 	 	4	 
	 
	 	 	 	 	 	 
	(f)

	 	Change of Control.
	 	 	4	 
	 
	 	 	 	 	 	 
	(g)

	 	Basic Term.
	 	 	5	 
	 
	 	 	 	 	 	 
	(h)

	 	Nontransferability.
	 	 	5	 
	 
	 	 	 	 	 	 
	(i)

	 	Termination of Service (Except by Death).
	 	 	6	 
	 
	 	 	 	 	 	 
	(j)

	 	Leave of Absence.
	 	 	6	 
	 
	 	 	 	 	 	 
	(k)

	 	Death of Optionee.
	 	 	6	 
	 
	 	 	 	 	 	 
	(1)

	 	No Rights as a Shareholder.
	 	 	6	 






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	 	 	 	 	Page No.
	(m)

	 	Modification, Extension and Assumption of Options.
	 	 	6	 
	 
	 	 	 	 	 	 
	(n)

	 	Vesting.
	 	 	6	 
	 
	 	 	 	 	 	 
	SECTION 6.

	 	PAYMENT FOR SHARES.
	 	 	7	 
	 
	 	 	 	 	 	 
	(a)

	 	General Rule.
	 	 	7	 
	 
	 	 	 	 	 	 
	(b)

	 	Surrender of Shares.
	 	 	7	 
	 
	 	 	 	 	 	 
	(c)

	 	Exercise/Sale.
	 	 	7	 
	 
	 	 	 	 	 	 
	(d)

	 	Exercise/Pledge.
	 	 	7	 
	 
	 	 	 	 	 	 
	SECTION 7.

	 	ADJUSTMENT OF SHARES.
	 	 	7	 
	 
	 	 	 	 	 	 
	(a)

	 	General.
	 	 	7	 
	 
	 	 	 	 	 	 
	(b)

	 	Reservation of Rights.
	 	 	7	 
	 
	 	 	 	 	 	 
	SECTION 8.

	 	SECURITIES LAW REQUIREMENTS.
	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 9.

	 	NO RETENTION RIGHTS.
	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 10.

	 	DURATION AND AMENDMENTS.
	 	 	8	 
	 
	 	 	 	 	 	 
	(a)

	 	Term of the Plan.
	 	 	8	 
	 
	 	 	 	 	 	 
	(b)

	 	Right to Amend or Terminate the Plan.
	 	 	8	 
	 
	 	 	 	 	 	 
	(c)

	 	Effect of Amendment or Termination.
	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 11.

	 	CONTRACTS (RIGHTS OF
THIRD PARTIES) ACT.
	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 12.

	 	DEFINITIONS.
	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 13.

	 	EXECUTION.
	 	 	13	 






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STATS ChipPAC LTD.




SHARE OPTION PLAN




Adopted on 28 May 1999




Amended by ordinary resolution approved at the 6th Annual General Meeting held on 8 June 2000




Amended by the Executive Resource & Compensation Committee on 23 October 2001




Amended by the Executive Resource & Compensation Committee on 28 January 2002




Amended by the Executive Resource & Compensation Committee on 29 October 2002




Amended by ordinary resolution approved at the 10th Annual General Meeting held on 25 April 2004




Amended by ordinary resolution approved at the Extraordinary General Meeting held on 4 August 2004




Amended
by the Executive Resource & Compensation Committee on 24 January
2006


Amended by ordinary resolution approved at the 12th Annual General Meeting held on 25 April 2006








SECTION 1. ESTABLISHMENT AND PURPOSE.




     The purpose of the Plan is to offer selected individuals an opportunity to acquire a
proprietary interest in the success of the Company, or to increase such interest, by exercising
Options to purchase Shares. Options granted under the Plan may include Nonstatutory Options as well
as ISOs intended to qualify under Section 422 of the U. S. Tax Code.



     Capitalized terms are defined in Section 12 hereof.







SECTION 2. ADMINISTRATION.








     (a) Committees of the Board of Directors.



     The Board of Directors shall administer the Plan unless and until the Board of Directors
delegates administration to a Committee, as provided herein. The Board of Directors may delegate
administration of the Plan to one or more Committees consisting of two or more members of the Board
of Directors. If administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed by the Board of
Directors, including the power to delegate to a subcommittee any of the administrative powers the
Committee is authorized to exercise, subject, however, to such resolutions, not inconsistent with
the provisions of the Plan, as may be adopted from time to time by the Board of Directors. The
Board of Directors may abolish the Committee at any time and revest in the Board of Directors the
administration of the Plan. Any reference to the Board of Directors in the Plan shall be construed
as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular
function.







     (b) Committee Composition under Section 16 and Section 162(m)



     At such time as the Company is subject to Section 162(m) of the U.S. Tax Code or an Optionee
is subject to Section 16 of the U.S. Exchange Act, in the discretion of the Board of Directors, a
Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of
the U.S. Tax Code, and/or two or more Non-Employee Directors, in accordance with Rule 16b-3.
Notwithstanding the foregoing, the Board of Directors or the Committee may (1) delegate to a
committee of one or more members of the Board of Directors who are not Outside Directors the
authority to grant Options to eligible persons who are either (a) not then Covered



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Employees and are not expected to be Covered Employees at the time of recognition of income
resulting from such Option or (b) not persons with respect to whom the Company wishes to comply
with Section 162(m) of the U.S. Tax Code and/or (2) delegate to a committee of one or more members
of the Board of Directors who are not Non-Employee Directors the authority to grant Options to
eligible persons who are not then subject to Section 16 of the U.S. Exchange Act.








     (c) Authority of the Board of Directors.



     Subject to the provisions of the Plan, the Board of Directors shall have full authority and
discretion to take any actions it deems necessary or advisable for the administration of the Plan,
including, without limitation, to (i) select Optionees from the individuals eligible to receive
Options under the Plan; (ii) grant Options in accordance with the terms of the Plan; (iii)
determine the terms and conditions of each Option; (iv) specify and approve the provisions of the
Share Option Agreements, including, without limitation, the vesting schedule (if any), the method
of exercise and delivery of notice thereof, including via written or electronic media, in
connection with their Options; (v) construe and interpret any Share Option Agreement delivered
under the Plan; (vi) prescribe, amend and rescind rules and procedures relating to the Plan; (vii)
employ such legal counsel, independent auditors and consultants as it deems desirable for the
administration of the Plan and to rely upon any opinion received therefrom; (viii) vary the terms
of Options to take account of tax, securities law and other regulatory requirements of foreign
jurisdictions; (ix) make all legal and factual determinations; and (x) make all other
determinations and take any other action desirable or necessary to interpret, construe or implement
properly the provisions of the Plan or any Share Option Agreement.



     All decisions, interpretations and other actions of the Board of Directors shall be final and
binding on all Optionees and all persons deriving their rights from an Optionee.







     (d) Governing Law.



     The Plan shall be construed in accordance with the laws of the Republic of Singapore.







SECTION 3. ELIGIBILITY.








     (a) General Rule.



     Employees, Directors and Consultants shall be eligible for the grant of Options except as
follows:




     (i) Employees of Affiliated Companies, Directors who are not Employees and
Consultants shall not be eligible for the grant of ISOs; and




     (ii) Employees, Directors and Consultants, in each case, of Affiliated
Companies who are residents of the United States shall not be eligible for the grant
of Options.







     (b) Ten Percent Shareholders.



     An individual who owns more than 10% of the total combined voting power of all classes of
outstanding shares of the Company, its Parent or any of its Subsidiaries shall not be eligible to
be granted ISOs unless (i) the Exercise Price of the ISO is at least 110% of the Fair Market Value
of a Share on the date of grant and (ii) such ISO by its terms is not exercisable after the
expiration of five years from the date of grant. For purposes of this Subsection (b), in
determining share ownership, the attribution rules of Section 424(d) of the U.S. Tax Code shall be
applied.



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     (c) Section 162(m) Limitation.



     Subject to the provisions of Section 7 relating to adjustment upon change in the Shares, no
Employee shall be eligible to be granted an Option covering more than fifty million (50,000,000)
Shares during any calendar year. This Section 3(c) shall not apply at such times that the Company
is not subject to Section 162(m) of the U.S. Tax Code or such other date required by Section 162(m)
of the U.S. Tax Code and the rules and regulations promulgated thereunder.







SECTION 4. SHARES SUBJECT TO PLAN.








     (a) Basic Limitation.



     Shares offered under the Plan may be unissued Shares or existing Shares (which may include,
where desired, any Shares held by the Company in treasury). Subject to the Companies Act, Chapter
50 of Singapore, the Company shall have the flexibility to deliver Shares to the Optionees by way
of an allotment of new Shares and/or the transfer of existing Shares, including any Shares held by
the Company in treasury. Subject to adjustment as provided pursuant to Section 7 hereof, the
maximum aggregate number of Shares that may be issued or transferred under this Plan shall not
exceed (i) 118 million Shares, plus (ii) any unissued Shares subject to any option or other awards
or rights under the Existing Plans that expire unexercised or are otherwise cancelled as a result
of a termination of those options or other awards or rights under the Existing Plans or the
non-issuance of options or other awards or rights under the Existing Plans. The aggregate number of
Shares that are subject to Options outstanding at any time under the Plan shall not exceed the
number of Shares that then remain available for issuance or transfer. The Company, during the term
of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.







     (b) Additional Shares.



     For purposes of determining the number of Shares that remain available for issuance or
transfer under Section 4(a) hereof, the following Shares shall be added back to the Plan Limit and
again be available for the purposes of the Plan and all other share incentive and option schemes
approved by the Board of Directors and contracts of employment:




     (i) The number of Shares tendered in accordance with applicable laws to pay the
exercise price of an Option;




     (ii) The number of Shares acquired by the Company under Section 6(b) below in
satisfaction of any tax withholding requirement; and




     (iii) The number of Shares subject to an Option that expire unexercised or that
are cancelled or otherwise terminated.







SECTION 5. TERMS AND CONDITIONS OF OPTIONS.








     (a) Share Option Agreement.



     Each grant of an Option under the Plan shall be evidenced by a Share Option Agreement between
the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions
of the Plan and may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Board of Directors deems appropriate for inclusion in a Share Option
Agreement. The provisions of the various Share Option Agreements entered into under the Plan need
not be identical.



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     (b) Number of Shares.



     Each Share Option Agreement shall specify the number of Shares that are subject to the Option
and shall provide for the adjustment of such number in accordance with Section 7. The Share Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option.







     (c) Exercise Price.



     Each Share Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO
shall not be less than 100% of the Fair Market Value of a Share on the date of grant, and a higher
percentage may be required by Section 3(b) hereof. In no event shall the Exercise Price of an
Option be less than the par value (if any) of a Share on the date of grant. Subject to the
preceding two sentences, the Exercise Price under any Option shall be determined by the Board of
Directors at its sole discretion. The Exercise Price shall be payable in a form described in
Section 6 hereof.







     (d) Expenses and Withholding Taxes.



     As a condition to the exercise of an Option, the Optionee shall make such arrangements as the
Board of Directors may require for the satisfaction of any withholding tax obligations and such
other bank-related transactional costs that may arise in connection with such Option exercise or
both of the foregoing. The Board of Directors may require any Optionee to remit to the Company,
prior to exercise of an Option, an amount sufficient to satisfy any applicable tax withholding
requirements or such other bank-related transactional costs associated with the Option exercise or
both of the foregoing. The Board of Directors may permit such Optionee to satisfy, in whole or in
part, such obligations to remit the tax withholdings, pay the bank-related transactional costs
associated with the Option exercise or both of the foregoing by directing the Company to withhold
Shares that would otherwise be received by such Optionee to satisfy the minimum statutory
withholding rates for any applicable tax withholding purposes, any bank-related transactional costs
associated with the Option exercise or both of the foregoing, as applicable, in accordance with all
applicable laws and pursuant to such rules as the Board of Directors may establish from time to
time. The Company shall also have the right to deduct from all cash payments made to an Optionee
(whether or not such payment is made in connection with the exercise of an Option) any applicable
taxes required to be withheld with respect to such payments, or any bank-related transactional
costs associated with the exercise of an Option, in accordance with all applicable laws.







     (e) Exercisability.



     Each Share Option Agreement shall specify the date when all or any installment of the Option
is to become exercisable. The exercisability provisions of any Share Option Agreement shall be
determined by the Board of Directors at its sole discretion.







     (f) Change of Control.



     In the event of a Change of Control, in addition to any action required or authorized by the
terms of a Share Option Agreement, the Board of Directors may, in its sole discretion unless
otherwise provided in a Share Option Agreement, take any or all or any combination of the following
actions as a result, or in anticipation, of any such event:




     (i) accelerate the time period for purposes of vesting in, or realizing gain
from, any outstanding Option made pursuant to this Plan;




     (ii) provide for the continuation of any outstanding Options by the Company (if
the Company is the survivor corporation);



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     (iii) provide for the assumption of outstanding Options by the surviving
corporation or its parent;




     (iv) provide for the substitution by the surviving corporation or its parent of
options with substantially the same terms as outstanding Options;




     (v) cancel each outstanding Option but only after payment to the Optionee of an
amount in cash or cash equivalents equal to (A) the Fair Market Value of the Shares
subject to such Option at the time of the merger or consolidation minus (B) the
Exercise Price of the Shares subject to such Option; or




     (vi) make adjustments or modifications to outstanding Options as the Board of
Directors deems appropriate to maintain and protect the rights and interests of
Optionees following the Change of Control.



     Any such action approved by the Board of Directors shall be conclusive and binding on the
Company and all Optionees.







     (g) Basic Term.



     Subject to this Section 5(g), the Share Option Agreement shall specify the term of the Option.
The term of an Option granted to an Employee shall not exceed 7 years from the date of grant, and a
shorter term may be required by Section 3(b) hereof. The term of an Option granted to a person who
is not an Employee shall not exceed 5 years from the date of grant. Subject to the preceding two
sentences, the Board of Directors at its sole discretion shall determine when an Option is to
expire.







     (h) Nontransferability.



     No Option shall be transferable by the Optionee other than to an Optionee’s personal
representative on the death of that Optionee. An Option may be exercised during the lifetime of the
Optionee only by the Optionee or by the Optionee’s guardian or legal representative or such other
person who has the management of the Optionee’s estate. No Option or interest therein may be
transferred, assigned, pledged or hypothecated by the Optionee or by the Optionee’s guardian or
legal representative or such person who has the management of the Optionee’s estate, or during the
Optionee’s lifetime, whether by operation of law or otherwise, or be made subject to execution,
attachment or similar process.







     (i) Termination of Service (Except by Death).



     If an Optionee’s Service terminates for any reason other than the Optionee’s death, then the
Optionee’s Options shall expire on the earliest of the following occasions:




     (i) The expiration date determined pursuant to Subsection (g) above;




     (ii) The date 30 days after the termination of the Optionee’s Service for any
reason other than Disability, or such later date as the Board of Directors may
determine; or




     (iii) The date 12 months after the termination of the Optionee’s Service by
reason of Disability, or such later date as the Board of Directors may determine.


The Optionee or his guardian or legal representative or such other person who has the management of
the Optionee’s estate may exercise all or part of the Optionee’s Options at any time before the
expiration of such Options under the preceding sentence but only to the extent that such Options
had become exercisable before the Optionee’s Service terminated (or became exercisable as a result
of the




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termination) unless otherwise determined by the Board of Directors in its sole discretion. The
balance of such Options shall lapse when the Optionee’s Service terminates. In the event that the
Optionee dies after the termination of the Optionee’s Service but before the expiration of the
Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the
Optionee’s personal representatives, but only to the extent that such Options had become
exercisable before the Optionee’s Service terminated (or became exercisable as a result of the
termination).








     (j) Leave of Absence.



     For purposes of Subsection (i) above, Service shall be deemed to continue while the Optionee
is on a bona fide leave of absence, if such leave was approved by the Company in writing and if
continued crediting of Service for this purpose is expressly required by the terms of such leave or
by applicable law (as determined by the Company).







     (k) Death of Optionee.



     If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire
on the earlier of the following dates:




     (i) The expiration date determined pursuant to Section 5(g) hereof; or




     (ii) The date 12 months after the Optionee’s death or such later date as the
Board of Directors may determine.


All or part of the Optionee’s Options may be exercised at any time before the expiration of such
Options under the preceding sentence by the Optionee’s personal representatives, but only to the
extent that such Options had become exercisable before the Optionee’s death or became exercisable
as a result of the death unless otherwise determined by the Board of Directors in its sole
discretion. The balance of such Options shall lapse when the Optionee dies.








     (l) No Rights as a Shareholder.



     An Optionee, or his guardian, legal representative or such other person who has the management
of the Optionee’s estate, or the personal representatives of an Optionee in the event of the death
of an Optionee, shall have no rights as a shareholder with respect to any Shares covered by the
Optionee’s Option until such person has been allotted and issued or transferred such Shares by
filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option.







     (m) Modification, Extension and Assumption of Options.



     Within the limitations of the Plan, the Board of Directors may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options (whether granted by the
Company or another issuer) in return for the grant of new Options for the same or a different
number of Shares and at the same or a different Exercise Price, provided that such modifications
are permissible under applicable securities laws and the regulations of any exchange or other
securities market on which the Company’s Shares may then be traded. The foregoing notwithstanding,
no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s
rights or increase the Optionee’s obligations under such Option.







     (n) Vesting.



     The Options shall vest in accordance with a schedule determined by the Board of Directors and
set forth in the applicable Share Option Agreement.



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SECTION 6. PAYMENT FOR SHARES








     (a) General Rule.



     The entire Exercise Price of Shares issued or transferred under the Plan shall be payable in
cash or cash equivalents at the time when the Options are exercised, except as otherwise provided
in this Section 6.







     (b) Surrender of Shares.



     To the extent that a Share Option Agreement so provides and provided that the relevant
requirements of the Companies Act, Chapter 50 of Singapore and the requirements of all other
prevailing laws and regulations have been complied with, all or any part of the Exercise Price may
be paid by surrendering Shares that are already owned by the Optionee. Such Shares shall be valued
at their Fair Market Value on the date when the Option is exercised. The Optionee shall not
surrender Shares in payment of the Exercise Price if such action would cause the Company to
recognize compensation expense (or additional compensation expense) with respect to the Option for
financial reporting purposes.







     (c) Exercise/Sale.



     To the extent that a Share Option Agreement so provides, and in accordance with the rules and
procedures established by the Board of Directors for this purpose and subject to applicable law, an
Option may also be exercised through “cashless exercise” procedures approved by the Board of
Directors involving a broker or dealer approved by the Board of Directors that affords an Optionee
the opportunity to sell immediately some or all of the Shares underlying the exercised portion of
the Option in order to generate sufficient cash to pay the Exercise Price and/or to satisfy
withholding tax obligations related to the Option.







     (d) Exercise/Pledge.



     To the extent that a Share Option Agreement so provides, and in accordance with the rules and
procedures established by the Board of Directors for this purpose and subject to applicable law,
payment of the Exercise Price may be made all or in part by the delivery of an irrevocable
direction to pledge Shares to a securities broker or lender approved by the Board of Directors, as
security for a loan, and to deliver sufficient cash to pay the Exercise Price and/or to satisfy
withholding tax obligations related to the Option.







SECTION 7. ADJUSTMENT OF SHARES.








     (a) General.



     In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable
in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an
amount that has a material effect on the Fair Market Value of the Shares, a consolidation of the
outstanding Shares into a lesser number of Shares, a recapitalization, a reclassification,
reorganization, merger, consolidation, combination or a similar occurrence, the Board of Directors
shall make appropriate adjustments in one or more of (i) the number of Shares available for future
grants under Section 4 hereof, (ii) the number of Shares covered by each outstanding Option or
(iii) the Exercise Price under each outstanding Option.







     (b) Reservation of Rights.



     Except as provided in this Section 7, an Optionee shall have no rights by reason of (i) any
subdivision or consolidation of shares of any class, (ii) the payment of any dividend or (iii) any



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other increase or decrease in the number of shares of any class. Any issuance by the Company
of shares of any class, or securities convertible into shares of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of
Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate,
sell or transfer all or any part of its business or assets.








SECTION 8. SECURITIES LAW REQUIREMENTS.




     Shares shall not be issued or transferred under the Plan unless the issuance or transfer and
delivery of such Shares comply with (or are exempt from) all applicable requirements of law,
including (without limitation) the U.S. Securities Act, all other securities laws and regulations,
and the regulations of any exchange or other securities market on which the Company’s securities
may then be traded.







SECTION 9. NO RETENTION RIGHTS.




     Nothing in the Plan or in any right or Option granted under the Plan shall confer upon the
Optionee any right to continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or
retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to
terminate his or her Service at any time and for any reason, with or without cause.







SECTION 10. DURATION AND AMENDMENTS.








     (a) Term of the Plan.



     The Plan, as set forth herein, shall become effective on the date of its approval by the
Company’s shareholders. The Plan shall terminate automatically 7 years after the date of the later
of the Plan’s adoption by the Board of Directors or approval by the Company’s shareholders of an
increase in the Plan Limit, and may be terminated on any earlier date pursuant to Section 10(b)
hereof.







     (b) Right to Amend or Terminate the Plan.



     The Board of Directors may amend, suspend or terminate the Plan at any time and for any
reason; provided, however, that any amendment of the Plan which increases the number of Shares
available for issuance or transfer under the Plan (except as provided in Section 7 hereof), or
which materially changes the class of persons who are eligible for the grant of ISOs, shall be
subject to the approval of the Company’s shareholders. Shareholder approval shall not be required
for any other amendment of the Plan, unless required under applicable securities laws and the
regulations of any exchange or other securities market on which the Company’s Shares may then be
traded.







     (c) Effect of Amendment or Termination.



     No Option shall be granted and no Shares shall be issued or transferred under the Plan after
the termination thereof, except upon exercise of an Option granted prior to such termination. The
termination of the Plan, or any amendment thereof, shall not affect any Option previously granted
under the Plan.







SECTION 11. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT.




     Except as expressly provided in this Plan, no person other than the Company or an Optionee
shall have any rights to enforce any provision of this Plan under the Contracts (Rights of Third
Parties) Act, Chapter 53B of Singapore.



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SECTION 12. DEFINITIONS.




     (a) “Affiliated Company” shall mean any corporation (other than the Company, a Parent or
Subsidiary) in an unbroken chain of corporations beginning with a Parent, if each of the
corporations other than the last corporation in the unbroken chain owns shares possessing more than
50% of the total combined voting power of all classes of shares in one of the other corporations in
such chain.



     (b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from
time to time or, if a Committee has been appointed, such Committee.



     (c) “Change of Control” of the Company shall mean any of the following events:




     (i) the acquisition by any “person” as defined in Section 3(a)(9) of the U.S.
Exchange Act and as used in Sections 13(d) or 13(e) thereof, including a “group” as
defined in Section 13(d) of the U.S. Exchange Act, of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the U.S. Exchange Act) of 30% or more of
the combined voting power of the Company’s then outstanding securities in a single
or series of transactions, but shall not include (i) any such acquisition by any
employee benefit plan of the Company, or any person or entity organized, appointed
or established by the Company for or pursuant to the terms of any such employee
benefit plan and (ii) any person who beneficially owns 30% or more of the combined
voting power of the Company’s then outstanding securities as of August 4, 2004;




     (ii) the consummation after approval by the shareholders of the Company of a
reorganization, merger or consolidation of the Company with or into another entity
or any other corporate transaction, if persons who were not shareholders of the
Company immediately prior to such merger, consolidation or other reorganization own
directly or indirectly immediately after such reorganization, merger, consolidation
or other corporate transaction more than 50% of the combined voting power of the
Company’s then outstanding securities of each of (A) the continuing or surviving
entity and (B) any direct or indirect parent corporation of such continuing or
surviving entity in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger, consolidation or other corporate
transaction, of the voting securities of the Company;




     (iii) during any period of two consecutive years (not including any period
prior to August 4, 2004), individuals who at the beginning of such period
constituted the Board of Directors and any new directors, whose election by the
Board of Directors or nomination for election by the Company’s shareholders was
approved by a vote of at least three-fourths of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or




     (iv) the sale, transfer or other disposition of all or substantially all of the
Company’s assets.



     A transaction shall not constitute a Change in Control if its sole purpose is to create a
holding company that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction.



     (d) “Committee” shall mean a committee appointed by the Board of Directors, as described in
Section 2(a).



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     (e) “Company” shall mean STATS ChipPAC Ltd., a Singapore public company limited by shares.



     (f) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent
or a Subsidiary or an Affiliated Company as a consultant or advisor, excluding Employees and
Directors.



     (g) “Covered Employee” shall mean the chief executive officer and the four (4) other highest
compensated Officers for whom total compensation is required to be reported to shareholders of the
Company under the U.S. Exchange Act, as determined for purposes of Section 162(m) of the U.S. Tax
Code.



     (h) “Director” shall mean a member of the Board of Directors.



     (i) “Disability” shall mean, for purposes of an ISO, the permanent and total disability of an
Optionee within the meaning of Section 22(e)(3) of the U.S. Tax Code, and for purposes of a
Nonstatutory Option, the inability of the Optionee to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment.



     (j) “Employee” shall mean any individual who is an employee of the Company, a Parent or a
Subsidiary or an Affiliated Company.



     (k) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise
of an Option, as specified by the Board of Directors in the applicable Share Option Agreement.



     (l) “Existing Plans” shall mean the existing share option plans of the Company, including,
without limitation, the STATS ChipPAC Ltd. Substitute Equity Incentive Plan and STATS ChipPAC Ltd.
Substitute Share Purchase and Option Plan.



     (m) “Fair Market Value” shall mean the fair market value of a Share, determined as follows:




     (i) if the Shares are listed on any established stock exchange or national
market system, the Fair Market Value shall be the mean of the high and low sales
prices for a Share (or the mean of the high and low bids, if no sales were reported)
as quoted on such exchange or system on the date of the grant, as reported on The
Straits Times or such other source as the Board of Directors deems reliable; or




     (ii) in the absence of an established stock exchange market or quotation system
for the Shares, the Fair Market Value shall be determined by the Board of Directors
in good faith. Such determination shall be conclusive and binding on all persons.



     (n) “ISO” shall mean an Option intended to qualify as an employee incentive stock option, as
described in Section 422(b) of the U. S. Tax Code.



     (o) “Non-Employee Director” shall mean a Director who either (i) is not a current Employee or
Officer or an officer of the Company’s Parent or a Subsidiary, does not receive compensation
(directly or indirectly) from the Company or its Parent or a Subsidiary for services rendered as a
Director (except for an amount as to which disclosure would not be required under Item 404(a) of
the Regulation S-K promulgated pursuant to the U.S. Securities Act (“Regulation S-K” )), does not
possess an interest in any other transaction as to which the disclosure would be required under
Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which



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disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a “non-employee director” for purposes of Rule 16b-3.




     (p) “Nonstatutory Option” shall mean an Option that is not an ISO.



     (q) “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the
holder to purchase Shares.



     (r) “Officer” shall mean, at such time as an Optionee is subject to Section 16 of the U.S.
Exchange Act, a person who is an officer of the Company within the meaning of Section 16 of the
U.S. Exchange Act and the rules and regulations promulgated thereunder, and at such other times,
any director or secretary or a person employed in an executive capacity.



     (s) “Optionee” shall mean an individual who holds an Option.



     (t) “Outside Director” shall mean a Director who either (i) is not a current employee of the
Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated
under Section 162(m) of the U.S. Tax Code), is not a former employee of the Company or an
“affiliated corporation” receiving compensation for prior services (other than benefits under a tax
qualified pension plan), was not an Officer or an officer of an “affiliated corporation” at any
time and is not currently receiving direct or indirect compensation from the Company or an
“affiliated corporation” for services in any capacity other than as a Director or (ii) is otherwise
considered an “outside director” for purposes of Section 162(m) of the U.S. Tax Code.



     (u) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the Company owns
shares possessing more than 50% of the total combined voting power of all classes of shares in one
of the other corporations in such chain. A corporation that attains the status of a Parent on a
date after the adoption of the Plan shall be considered a Parent commencing as of such date.



     (v) “Plan” shall mean this STATS ChipPAC Ltd. Share Option Plan, as amended from time to time.



     (w) “Plan Limit” shall mean the total number of Shares that may be issued or transferred under
this Plan pursuant to Section 4(a) hereof.



     (x) “Rule 16b-3” shall mean Rule 16b-3 promulgated under the U.S. Exchange Act or any
successor to Rule 16b-3, as in effect from time to time.



     (y) “Service” shall mean service as an Employee, Outside Director, or Consultant.



     (z) “Share” shall mean one ordinary share in the capital of the Company, as adjusted in
accordance with Section 7 hereof (if applicable).



     (aa) “Share Option Agreement” shall mean the agreement between the Company and an Optionee
that contains the terms, conditions and restrictions pertaining to the Optionee’s Option.



     (bb) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns shares possessing more than 50% of the total combined voting
power of all classes of shares in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.



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     (cc) “U.S. Exchange Act” shall mean the Securities Exchange Act of 1934 of the United States
of America, as amended, and the rules and regulations promulgated thereunder.



     (dd) “U.S. Securities Act” shall mean the Securities Act of 1933 of the United States of
America, as amended, and the rules and regulations promulgated thereunder.



     (ee) “U.S. Tax Code” shall mean the Internal Revenue Code of 1986 of the United States of
America, as amended, and the rulings and regulations (including proposed regulations) promulgated
thereunder.








SECTION 13. EXECUTION.




     To record the adoption of the Plan by the Company’s shareholders, the Company has caused its
authorized officer to execute the same.



	 	 	 	 	 
	 	STATS ChipPAC LTD.

 	 
	 	By:  	/s/ Tan Lay Koon
 	 
	 	Title: 	President & CEO 	 
	 




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