EX-4.4 2007 EQUITY INCENTIVE PLAN



 




Exhibit 4.4





GIGAMEDIA LIMITED




2007 EQUITY INCENTIVE PLAN




     1. Purpose; Types of Awards; Construction.




     The purposes of the GigaMedia Limited 2007 Equity Incentive Plan (the “Plan”) are to afford an
incentive to non-employee directors, selected officers and other employees, advisors and
consultants of GigaMedia Limited (the “Company”), or any Subsidiary that now exists or hereafter is
organized, incorporated or acquired, to continue as non-employee directors, officers or employees,
advisors or consultants, as the case may be, to increase their efforts on behalf of the Company and
its Subsidiaries and to promote the success of the Company’s business. The Plan provides for the
grant of Options (including Incentive Stock Options and Nonqualified Stock Options), Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock-Based Awards (each
term as defined herein).



     2. Definitions.




     For purposes of the Plan, the following terms shall be defined as set forth below:



          (a) “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit or Other
Stock-Based Award granted under the Plan.



          (b) “Award Agreement” means any written agreement, contract, or other instrument or document
evidencing an Award.



          (c) “Board” means the Board of Directors of the Company.



          (d) “Change in Control” means a change in control of the Company, which will be deemed to have
occurred if:




     (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the
Exchange Act (other than (A) the Company, (B) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, and (C) any
corporation owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of Company Stock), is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 25% or more of
the combined voting power of the Company’s then outstanding voting securities
(excluding any person who becomes such a beneficial owner in connection with a
transaction immediately following which the individuals who comprise the Board
immediately prior thereto constitute at least a majority of the Board, the entity
surviving such transaction or, if the Company or the entity surviving the
transaction is then a subsidiary, the ultimate parent thereof);




     (ii) the following individuals cease for any reason to constitute a majority
of the number of directors then serving: individuals who, on the Effective Date,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the Board
or nomination for election by the Company’s shareholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors on the Effective Date or whose appointment,
election or nomination for election was previously so approved or recommended;




     (iii) there is consummated a merger or consolidation of the Company or any
direct or indirect subsidiary of the Company with any other corporation, other
than a merger or consolidation immediately following which the individuals who
comprise the Board immediately prior thereto constitute at least a majority of the
Board, the entity surviving such merger or consolidation or, if the Company or the
entity surviving such merger is then a subsidiary, the ultimate parent thereof; or




     (iv) the shareholders of the Company approve a plan of complete liquidation
of the Company or there is consummated an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets (or any
transaction having a similar effect), other than a sale or disposition by the
Company of all or substantially all of the Company’s assets to an entity,
immediately following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors of the
entity to which such assets are sold or disposed of or, if such entity is a
subsidiary, the ultimate parent thereof.




     (v) Notwithstanding the foregoing, a Change in Control shall not be deemed to
have occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the holders of the Company
Stock



 









 






immediately prior to such transaction or series of transactions continue to
have substantially the same proportionate ownership in an entity which owns all or
substantially all of the assets of the Company immediately following such
transaction or series of transactions.



          (e) “Code” means the Internal Revenue Code of 1986, as amended from time to time.



          (f) “Committee” means the committee of members of the Board appointed by the Board to
administer the Plan.



          (g) “Company” means GigaMedia Limited, a company incorporated under the Companies Act, Chapter
50 of Singapore, or any successor corporation.



          (h) “Company Stock” means the ordinary shares of the Company.



          (i) “Effective Date” means the date that the Plan was approved by the shareholders of the
Company.



          (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.



          (k) “Fair Market Value” means, with respect to Company Stock or other property, the fair
market value of such Company Stock or other property determined by such methods or procedures as
shall be established from time to time by the Committee. Unless otherwise determined by the
Committee in good faith, the per share Fair Market Value of the Company Stock as of a particular
date shall be calculated as the mean between the highest and lowest reported sales price per share
of Company Stock on the national securities exchange on which the Company Stock is principally
traded, for the last preceding date on which there was a sale of such Company Stock on such
exchange.



          (l) “Grantee” means a person who, as a non-employee director, officer, other employee, advisor
or consultant of the Company or a Subsidiary, has been granted an Award under the Plan.



          (m) “Incentive Stock Option” or “ISO” means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.



          (n) “Nonqualified Stock Option” or “NQSO” means any Option that is not designated as an ISO.



          (o) “Option” means a right, granted to a Grantee under Section 6(b), to purchase shares of
Company Stock. An Option may be either an ISO or an NQSO, provided that ISOs may be granted only
to employees of the Company or a Subsidiary.



          (p) “Other Stock-Based Award” means a right or other interest granted to a Grantee under
Section 6(f) that may be denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Company Stock, including but not limited to (i) unrestricted
Company Stock awarded as a bonus or upon the attainment of performance goals or otherwise as
permitted under the Plan, and (ii) a right granted to a Grantee to acquire Company Stock from the
Company containing terms and conditions prescribed by the Committee.



          (q) “Plan” means this GigaMedia Limited 2007 Equity Incentive Plan, as amended from time to
time.



          (r) “Plan Year” means a calendar year.



          (s) “Restricted Stock” means an Award of shares of Company Stock to a Grantee under Section
6(d) that may be subject to certain restrictions and to a risk of forfeiture.



          (t) “Restricted Stock Unit” means a right granted to a Grantee under Section 6(e) to receive
Company Stock or cash at the end of a specified deferral period, which right may be conditioned on
the satisfaction of specified performance or other criteria.



          (u) “Securities Act” means the United States Securities Act of 1933, as amended.



          (v) “Stock Appreciation Right” or “SAR” means the right, granted to a Grantee under Section
6(c), to be paid an amount measured by the appreciation in the Fair Market Value of Company Stock
from the date of grant to the date of exercise of the right.



          (w) “Subsidiary” means a “subsidiary corporation” of the Company, whether now or hereafter
existing, as defined in Section 424(f) of the Code.



 









 





     3. Administration.




     The Plan shall be administered by the Committee. The Committee shall have the authority in
its discretion, subject to and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and authorities either specifically granted to
it under the Plan or necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and the time or times
at which Awards shall be granted; to determine the type and number of Awards to be granted, the
number of shares of Company Stock to which an Award may relate and the terms, conditions,
restrictions and performance criteria relating to any Award, including whether the grant, vesting,
payment or other settlement of any Award may be subject to the attainment of performance goals; and
to determine whether, to what extent, and under what circumstances an Award may be settled,
cancelled, forfeited, exchanged, or surrendered; to make adjustments in the terms and conditions
of, and the performance goals (if any) included in, Awards; to construe and interpret the Plan and
any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine
the terms and provisions of the Award Agreements (which need not be identical for each Grantee);
and to make all other determinations deemed necessary or advisable for the administration of the
Plan, including without limitation the determination to delegate or authorize any of the
above-listed powers to a subcommittee of the Committee or to a committee comprised of members of
Company management. Notwithstanding the foregoing, neither the Board, the Committee nor their
respective delegates shall have the authority to reprice (or cancel and regrant) any Option or, if
applicable, other Award at a lower exercise, base or purchase price without first obtaining the
approval of the Company’s shareholders.



     The Committee may appoint a chairperson and a secretary and may make such rules and
regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of
its meetings. All determinations of the Committee shall be made by a majority of its members
either present in person or participating by conference telephone at a meeting or by written
consent. The Committee may delegate to a subcommittee of one or more of its members or to one or
more agents (including members of Company management) such duties as it may deem advisable, and the
Committee or any person or group to whom it has delegated duties as aforesaid may employ one or
more persons to render advice with respect to any responsibility the Committee or such person may
have under the Plan. All decisions, determinations and interpretations of the Committee shall be
final and binding on all persons, including but not limited to the Company, any subsidiary of the
Company or any Grantee (or any person claiming any rights under the Plan from or through any
Grantee) and any shareholder.



     No member of the Board or Committee shall be liable for any action taken or determination made
in good faith with respect to the Plan or any Award granted hereunder.



     4. Eligibility.




     Awards may be granted to selected non-employee directors, officers and other employees,
advisors or consultants of the Company or any Subsidiary, in the absolute discretion of the
Committee. In determining the persons to whom Awards shall be granted and the type of any Award
(including the number of shares to be covered by such Award), the Committee shall take into account
such factors as the Committee shall deem relevant in connection with accomplishing the purposes of
the Plan.



     5. Stock Subject to the Plan.




     The maximum number of shares of Company Stock reserved for the grant of Awards under the Plan
shall be 2,000,000 (all or any number of which may be granted as ISOs), subject to adjustment as
provided herein. Such shares may, in whole or in part, be shares that shall have been or may be
reacquired by the Company in the open market, in private transactions or otherwise. If any shares
of Company Stock subject to an Award are forfeited, cancelled, exchanged or surrendered or if an
Award terminates or expires without a distribution of shares to the Grantee, or if shares of
Company Stock are surrendered or withheld as payment of either the exercise price of an Award
and/or withholding taxes in respect of an Award, such shares shall, to the extent of any such
forfeiture, cancellation, exchange, surrender, withholding, termination or expiration, again be
available for Awards under the Plan. Upon the exercise of any Award granted in tandem with any
Awards such related Awards shall be cancelled to the extent of the number of shares of Company
Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares
shall no longer be available for Awards under the Plan.



     In the event that the Committee shall determine that any dividend or other distribution
(whether in the form of cash, Company Stock, or other property), recapitalization, stock split,
reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share
exchange, or other similar corporate transaction or event, affects the Company Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the rights of Grantees
under the Plan, then the Committee shall make such equitable changes or adjustments as it deems
necessary or appropriate to any or all of (i) the number and kind of shares of Company Stock or
other property (including cash) that may thereafter be issued in connection with Awards, (ii) the
number and kind of shares of Company Stock or other property (including cash) issued or issuable in
respect of outstanding Awards, (iii) the exercise price, grant price, or purchase price relating to
any Award; provided, that, with respect to ISOs, such adjustment shall be made in accordance with
Section 424(h) of the Code; and (iv) the performance goals applicable to outstanding Awards.



 









 





     6. Terms of Awards.




          (a) General. The Committee is authorized to grant the Awards described in this
Section 6, under such terms and conditions as deemed by the Committee to be consistent with the
purposes of the Plan. Each Award granted under the Plan shall be evidenced by an Award Agreement
containing such terms and conditions applicable to such Award as the Committee shall determine at
the date of grant or thereafter. Subject to the terms of the Plan and any applicable Award
Agreement, payments to be made by the Company or a Subsidiary upon the grant, maturation, or
exercise of an Award may be made in such forms as the Committee shall determine at the date of
grant or thereafter, including, without limitation, cash, Company Stock, or other property, and may
be made in a single payment or transfer, in installments, or on a deferred basis. In addition to
the foregoing, the Committee may impose on any Award or the exercise thereof, at the date of grant
or thereafter, such additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine.



          (b) Options. The Committee is authorized to grant Options to Grantees on the
following terms and conditions:




     (i) Type of Award. The Award Agreement evidencing the grant of an
Option under the Plan shall designate the Option as an ISO or an NQSO.




     (ii) Exercise Price. The exercise price per share of Company Stock
purchasable under an Option shall be determined by the Committee, but in no event
shall the exercise price of any Option be less than the Fair Market Value of a
share of Company Stock on the date of grant of such Option. The exercise price
for Company Stock subject to an Option may be paid in cash or by an exchange of
Company Stock previously owned by the Grantee, through a “broker cashless
exercise” procedure approved by the Committee (to the extent permitted by law), or
a combination of the above, in any case in an amount having a combined value equal
to such exercise price. An Award Agreement may provide that a Grantee may pay all
or a portion of the aggregate exercise price by having shares of Company Stock
with a Fair Market Value on the date of exercise equal to the aggregate exercise
price withheld by the Company.




     (iii) Term and Exercisability of Options. Options shall be
exercisable over the exercise period (which shall not exceed ten years from the
date of grant), at such times and upon such conditions as the Committee may
determine, as reflected in the Award Agreement; provided, that the Committee shall
have the authority to accelerate the exercisability of any outstanding Option at
such time and under such circumstances as it, in its sole discretion, deems
appropriate. An Option may be exercised to the extent of any or all full shares
of Company Stock as to which the Option has become exercisable, by giving written
notice of such exercise to the Committee or its designated agent.




     (iv) Termination of Employment. An Option may not be exercised
unless the Grantee is then in the employ of, or a director of, or as an advisor or
consultant providing services to the Company or a Subsidiary, and unless the
Grantee has remained continuously so employed, or continuously maintained such
relationship, since the date of grant of the Option; provided, that the Award
Agreement may contain provisions extending the exercisability of Options, in the
event of specified terminations, to a date not later than the expiration date of
such Option.




     (v) Special Provisions Applicable to Incentive Stock Options.
Notwithstanding any other provisions of the Plan, the following terms shall apply
to ISOs:




	 	(1)	 	ISOs may be granted only to Participants
who are employees of the Company or any Subsidiary.
	 
	 	(2)	 	The exercise price of an ISO shall be not
less than 100% of the Fair Market Value of the Company Stock as of
the date of grant; provided, that the exercise price of an ISO
granted to a “ten percent shareholder” (within the meaning of
422(c)(5) of the Code) shall not be less than 110% of the Fair
Market Value of the Company Stock as of the date of grant.
	 
	 	(3)	 	The term of an ISO granted to a ten
percent shareholder shall be no longer than five years from the date
of grant.
	 
	 	(4)	 	The aggregate Fair Market Value
(determined as of the date of grant) of shares of Company Stock with
respect to which ISOs are exercisable for the first time by a
Grantee during any calendar year (under the Plan or under any other
incentive stock option plan of the Company) shall not exceed
$100,000.
	 
	 	(5)	 	In the event that the Code or the
regulations promulgated thereunder applicable to ISOs are amended
after the Effective Date of the Plan in a manner that would cause
the provisions of this Section 6(b)(5) to be inconsistent with such
amended sections, such amended sections shall be




 









 






	 	 	 	automatically incorporated into the Plan and shall apply to all
ISOs to the extent permitted by the Code.






	 	 	To the extent that an Option intended to qualify as an Incentive Stock Option does
not qualify for such treatment, such Option shall be treated as a Nonqualified
Stock Option.






     (vi) Other Provisions. Options may be subject to such other
conditions including, but not limited to, restrictions on transferability of the
shares acquired upon exercise of such Options, as the Committee may prescribe in
its discretion or as may be required by applicable law.



          (c) SARs. The Committee is authorized to grant Stock Appreciation Rights to Grantees
on the following terms and conditions:




     (i) In General. Unless the Committee determines otherwise, an SAR
(1) granted in tandem with an NQSO may be granted at the time of grant of the
related NQSO or at any time thereafter or (2) granted in tandem with an ISO may
only be granted at the time of grant of the related ISO. An SAR granted in tandem
with an Option shall be exercisable only to the extent the underlying Option is
exercisable. Payment of an SAR may made in cash, Company Stock, or other property
as specified in the Award or determined by the Committee




     (ii) SARs. An SAR shall confer on the Grantee a right to receive an
amount with respect to each share subject thereto, upon exercise thereof, equal to
the excess of (1) the Fair Market Value of one share of Company Stock on the date
of exercise over (2) the grant price of the SAR (which in the case of an SAR
granted in tandem with an Option shall be equal to the exercise price of the
underlying Option, and which in the case of any other SAR shall be such price as
the Committee may determine; provided, that the per share exercise price of an SAR
may not be less than the Fair Market value of a share of Company Stock on the date
of grant).




     (iii) Term and Exercisability of SARs. SARs shall be exercisable
over the exercise period (which shall not exceed ten years from the date of
grant), at such times and upon such conditions as the Committee may determine, as
reflected in the Award Agreement; provided, that the Committee shall have the
authority to accelerate the exercisability of any outstanding SAR at such time and
under such circumstances as it, in its sole discretion, deems appropriate. An SAR
may be exercised to the extent of any or all full shares of Company Stock as to
which the SAR has become exercisable, by giving written notice of such exercise to
the Committee or its designated agent.




     (iv) Termination of Employment. An SAR may not be exercised unless
the Grantee is then a director of, in the employ of, or otherwise providing
services to the Company or a Subsidiary, and unless the Grantee has remained
continuously so employed or continuously maintained such relationship since the
date of grant of the SAR; provided, that the Award Agreement may contain
provisions extending the exercisability of SARs, in the event of specified
terminations, to a date not later than the expiration date of such SARs.



          (d) Restricted Stock. The Committee is authorized to grant Restricted Stock to
Grantees on the following terms and conditions:




     (i) Issuance and Restrictions. Restricted Stock shall be subject to
such restrictions on transferability and other restrictions, if any, as the
Committee may impose at the date of grant or thereafter, which restrictions may
lapse separately or in combination at such times, under such circumstances, in
such installments, or otherwise, as the Committee may determine. The Committee
may place restrictions on Restricted Stock that shall lapse, in whole or in part,
only upon the attainment of performance goals. Except to the extent restricted
under the Award Agreement relating to the Restricted Stock, a Grantee granted
Restricted Stock shall have all of the rights of a shareholder including, without
limitation, the right to vote Restricted Stock and the right to receive dividends
thereon.




     (ii) Forfeiture. Upon termination of employment with the Company and
its Subsidiaries, or upon termination of the director or independent contractor
relationship, as the case may be, during the applicable restriction period,
Restricted Stock and any accrued but unpaid dividends that are then subject to
restrictions shall be forfeited; provided, that the Committee may provide, by rule
or regulation or in any Award Agreement, or may determine in any individual case,
that restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part the
forfeiture of Restricted Stock.




     (iii) Certificates for Stock. Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing Restricted Stock are registered in the name of the
Grantee, such certificates shall



 









 







bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Restricted Stock, and the Company shall retain
physical possession of the certificate.




     (iv) Dividends. Dividends paid on Restricted Stock shall be either
paid at the dividend payment date, or deferred for payment to such date as
determined by the Committee, in cash or in shares of unrestricted Company Stock
having a Fair Market Value equal to the amount of such dividends. Company Stock
distributed in connection with a stock split or stock dividend, and other property
distributed as a dividend, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Stock with respect to which such
Company Stock or other property has been distributed.



          (e) Restricted Stock Units. The Committee is authorized to grant Restricted Stock
Units to Grantees on the following terms and conditions:




     (i) Award and Restrictions. Delivery of Company Stock or cash, as
determined by the Committee, will occur upon expiration of the deferral period
specified for Restricted Stock Units by the Committee. The Committee may place
restrictions on Restricted Stock Units that shall lapse, in whole or in part, only
upon the attainment of performance goals.




     (ii) Forfeiture. Upon termination of employment with the Company and
its Subsidiaries, or upon termination of the director or independent contractor
relationship, as the case may be, during the applicable deferral period or portion
thereof to which forfeiture conditions apply, or upon failure to satisfy any other
conditions precedent to the delivery of Company Stock or cash to which such
Restricted Stock Units relate, all Restricted Stock Units and any accrued but
unpaid dividend equivalents that are then subject to deferral or restriction shall
be forfeited; provided, that the Committee may provide, by rule or regulation or
in any Award Agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to Restricted Stock Units will be waived in
whole or in part in the event of termination resulting from specified causes, and
the Committee may in other cases waive in whole or in part the forfeiture of
Restricted Stock Units.




     (iii) Dividend Equivalents. The Committee may in its discretion
determine whether Restricted Stock Units may be credited with dividend equivalents
at such time as dividends, whether in the form of cash, Company Stock or other
property, are paid with respect to the Company Stock. Any such dividend
equivalents shall be credited in the form of additional Restricted Stock Units and
shall subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Stock Unit with respect to which such dividend equivalent was credited.



          (f) Other Stock-Based Awards. The Committee is authorized to grant Other Stock-Based
Awards to Grantees in such form as deemed by the Committee to be consistent with the purposes of
the Plan. Awards granted pursuant to this paragraph may be granted with value and payment
contingent upon performance goals. The Committee shall determine the terms and conditions of such
Awards at the date of grant or thereafter.



     7. Change in Control Provisions.




     Unless otherwise determined by the Committee and evidenced in an Award Agreement, in the event
of a Change of Control:



          (a) any Award carrying a right to exercise that was not previously vested and exercisable
shall become fully vested and exercisable; and



          (b) the restrictions, deferral limitations, payment conditions, and forfeiture conditions
applicable to any other Award granted under the Plan shall lapse and such Awards shall be deemed
fully vested, and any performance conditions imposed with respect to Awards shall be deemed to be
fully achieved.



     8. General Provisions.




          (a) Nontransferability. Unless otherwise provided in an Award Agreement, Awards shall
not be transferable by a Grantee except by will or the laws of descent and distribution and shall
be exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal
representative.



          (b) No Right to Continued Employment, etc. Nothing in the Plan or in any Award, any
Award Agreement or other agreement entered into pursuant hereto shall confer upon any Grantee the
right to continue in the employ of or to continue as a director of the Company or any Subsidiary or
to be entitled to any remuneration or benefits not set forth in the Plan or such Award Agreement or
other agreement or to interfere with or limit in any way the right of the Company or any such
Subsidiary to terminate such Grantee’s employment, or director or independent contractor
relationship.



          (c) Taxes. The Company or any Subsidiary is authorized to withhold from any Award
granted, any payment relating to an Award under the Plan, including from a distribution of Company
Stock, or any



 









 







other payment to a Grantee, amounts of withholding and other taxes due in connection with any
transaction involving an Award, and to take such other action as the Committee may deem advisable
to enable the Company and Grantees to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award. This authority shall include authority to withhold or
receive Company Stock or other property and to make cash payments in respect thereof in
satisfaction of a Grantee’s tax obligations. The Committee may provide in the Award Agreement that
in the event that a Grantee is required to pay any amount to be withheld in connection with the
issuance of shares of Company Stock in settlement or exercise of an Award, the Grantee may satisfy
such obligation (in whole or in part) by electing to have a portion of the shares of Company Stock
to be received upon settlement or exercise of such Award equal to the minimum amount required to be
withheld.



          (d) Shareholder Approval; Amendment and Termination.




     (i) The Plan shall take effect upon its approval by the shareholders of the
Company.




     (ii) The Board may at any time and from time to time alter, amend, suspend,
or terminate the Plan in whole or in part; provided, however, that an amendment
that requires shareholder approval in order for the Plan to continue to comply
with any applicable law, regulation or stock exchange requirement shall not be
effective unless approved by the requisite vote of shareholders. Notwithstanding
the foregoing, no amendment to or termination of the Plan shall affect adversely
any of the rights of any Grantee, without such Grantee’s consent, under any Award
theretofore granted under the Plan.



          (e) Expiration of Plan. Unless earlier terminated by the Board pursuant to the
provisions of the Plan, the Plan shall expire on the tenth anniversary of the Effective Date. No
Awards shall be granted under the Plan after such expiration date. The expiration of the Plan
shall not affect adversely any of the rights of any Grantee, without such Grantee’s consent, under
any Award theretofore granted.



          (f) No Rights to Awards; No Shareholder Rights. No Grantee shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of treatment of
Grantees. Except as provided specifically herein, a Grantee or a transferee of an Award shall
have no rights as a shareholder with respect to any shares covered by the Award until the date of
the issuance of a stock certificate to him for such shares.



          (g) Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan
for incentive and deferred compensation. With respect to any payments not yet made to a Grantee
pursuant to an Award, nothing contained in the Plan or any Award shall give any such Grantee any
rights that are greater than those of a general creditor of the Company.



          (h) No Fractional Shares. No fractional shares of Company Stock shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other
Awards, or other property shall be issued or paid in lieu of such fractional shares of Company
Stock or whether such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.



          (i) Regulations and Other Approvals.




     (i) The obligation of the Company to sell or deliver Company Stock with
respect to any Award granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state securities
laws, and the obtaining of all such approvals by governmental agencies as may be
deemed necessary or appropriate by the Committee.




     (ii) Each Award is subject to the requirement that, if at any time the
Committee determines, in its absolute discretion, that the listing, registration
or qualification of Company Stock issuable pursuant to the Plan is required by any
securities exchange or under any state or federal law, or the consent or approval
of any governmental regulatory body is necessary or desirable as a condition of,
or in connection with, the grant of an Award or the issuance of Company Stock, no
such Award shall be granted or payment made or Company Stock issued, in whole or
in part, unless listing, registration, qualification, consent or approval has been
effected or obtained free of any conditions not acceptable to the Committee.




     (iii) In the event that the disposition of Company Stock acquired pursuant to
the Plan is not covered by a then current registration statement under the
Securities Act and is not otherwise exempt from such registration, such Company
Stock shall be restricted against transfer to the extent required by the
Securities Act or regulations thereunder, and the Committee may require a Grantee
receiving Company Stock pursuant to the Plan, as a condition precedent to receipt
of such Company Stock, to represent to the Company in writing that the Company
Stock acquired by such Grantee is acquired for investment only and not with a view
to distribution.




     (iv) The Committee may require a Grantee receiving Company Stock pursuant to
the Plan, as a condition precedent to receipt of such Company Stock, to enter



 









 







into a shareholder agreement or “lock-up” agreement in such form as the
Committee shall determine is necessary or desirable to further the Company’s
interests.



          (j) Disclaimer of Liability. Notwithstanding any provision of the Plan or any Award
Agreement to the contrary, the Committee and the Company shall not under any circumstances be held
liable for any costs, losses, expenses and damages whatsoever and howsoever arising in any event,
including but limited to the Company’s delay in issuing, or procuring the transfer of, shares of
Company Stock or applying for or procuring the listing of such shares on any securities exchange.



          (k) Governing Law. The Plan and all determinations made and actions taken pursuant
hereto shall be governed by the laws of the Republic of Singapore without giving effect to the
conflict of laws principles thereof. Grantees, by accepting Awards in accordance with the Plan,
submit to the exclusive jurisdiction of the courts of the Republic of Singapore.