Untitled Document


 Exhibit
      4.2

 ASE
      Test Limited 2004 Share Option Plan

 Section
      1.
        Purpose. The purposes of the ASE
      Test Limited 2004 Share Option Plan are to promote the interests of the
      Company and its shareholders by (i) attracting and retaining directors
      of the Company and exceptional executives and other employees of, and advisors
      and consultants to, the Company and its Affiliates, (ii) motivating such
      persons by means of performance-related incentives to achieve longer-range
      performance goals and (iii) enabling such persons to participate in the
      long-term growth and financial success of the Company. 

 Section
      2.
        Definitions. As used in the Plan, the following terms shall have the meanings
      set forth below:  

 “Affiliate” shall mean (i) any entity that, directly or indirectly,
      is controlled by the Company, (ii) any entity in which the Company has
      a significant equity interest and (iii) any entity controlling or under
      common control with the Company, in any case as determined by the Committee. 

  “Award” shall
       mean any award of Options granted pursuant to this Plan. 

   “Board” shall
        mean the Board of Directors of the Company. 

    “Committee” shall
         mean a committee of the Board designated by the Board to administer
         the Plan. 

   “Company” shall mean ASE Test Limited, together with any successor
           thereto.

     “Director” shall mean an individual who serves as a member of
          the Board. 

     “Employee” shall mean (i) any employee of the Company or of any
          Affiliate or (ii) any advisor or consultant to the Company or any Affiliate. 

      “Exchange
             Act” shall
             mean the Securities Exchange Act of 1934, as amended. 

       “Fair
              Market Value” shall mean the fair
              market value of the property or other item being valued, as determined
              by the Committee in its sole discretion. 

       “Option” shall mean a right to subscribe for shares from the
            Company that is granted under Section 6 of the Plan. 

        “Option
               Agreement” shall mean any written
               agreement, contract, or other instrument or document evidencing
               any Award, which may, but need not, be executed or acknowledged
               by a Participant. 

        “Participant” shall mean any Director or Employee, and any individual
             who has agreed to accept employment by, or to provide services to,
             the Company or any Affiliate, who has been selected by the Committee
             to receive an Award under the Plan. 

        “Person” shall mean any individual, corporation, partnership,
             association, joint-stock company, trust, unincorporated organization,
             government or political subdivision thereof or other entity. 

        “Plan” shall
             mean this ASE Test Limited 2004 Share Option Plan. 

        “SEC” shall mean the United States Securities and Exchange
             Commission or any successor thereto and shall include the staff
             thereof. 

        “Shares” shall mean ordinary shares, par value U.S. $0.25 per
             share, of the Company or such other securities of the Company as
             may be designated by the Committee from time to time. 

       

       
       
        

        “Substitute
               Awards” shall mean Awards granted
               in assumption of, or in substitution for, outstanding awards previously
               granted by a company acquired by the Company or with which the
               Company combines. 

        Section
             3.   Administration.

        (a)   Authority of Committee. The
             Plan shall be administered by the Committee. Subject to the terms
             of the Plan and applicable law, and in addition to other express
             powers and authorizations conferred on the Committee by the Plan,
             the Committee shall have full power and authority to: (i) designate
             Participants; (ii) determine the number of Shares to be covered
             by an Award; (iii) determine the terms and conditions of any Award
             (including Substitute Awards); (iv) determine whether, to what extent
             and under what circumstances Awards may be settled in (or exercised
             for) cash, other securities or other property, or cancelled, forfeited
             or suspended and the method or methods by which Awards may be settled,
             exercised, cancelled, forfeited or suspended; (v) determine whether,
             to what extent and under what circumstances cash, Shares, other
             securities, other property and other amounts payable with respect
             to an Award shall be deferred either automatically or at the election
             of the holder thereof or of the Committee; (vi) interpret and administer
             the Plan and any instrument or agreement relating to, or Award made
             under, the Plan; (vii) establish, amend, suspend or waive such rules
             and regulations and appoint such agents as it shall deem appropriate
             for the proper administration of the Plan; and (viii) make any other
             determination and take any other action that the Committee deems
             necessary or desirable for the administration of the Plan. 

        (b)   Committee Discretion Binding. Unless
             otherwise expressly provided in the Plan, all designations, determinations,
             interpretations and other decisions under or with respect to the
             Plan or any Award shall be within the sole discretion of the Committee,
             may be made at any time and shall be final, conclusive and binding
             upon all Persons, including the Company, any Affiliate, any Participant,
             any holder or beneficiary of any Award, any shareholder and any
             Director or Employee. 

         Section
              4.   Shares
              Available for Awards.

         (a)   Shares Available. Subject
              to adjustment as provided in Section 4(c), the number of Shares
              with respect to which Awards may be granted under the Plan shall
              be 2,500,000 plus any Shares remaining available for grants of
              awards under the ASE Test Limited 2000 Share Option Plan on the
              Effective Date of the Plan. 

         (b)   Forfeited, Settled, Terminated or Cancelled Awards.
              If, after the effective date of the Plan, any Shares covered by
              an Award granted under the Plan, or to which such an Award relates,
              are forfeited, or if such an Award is settled for cash or otherwise
              terminates or is cancelled without the issue of Shares, then the
              Shares covered by such Award, or to which such Award relates, or
              the number of Shares otherwise counted against the aggregate number
              of Shares with respect to which Awards may be granted, to the extent
              of any such settlement, forfeiture, termination or cancellation,
              shall, in the calendar year in which such settlement, forfeiture,
              termination or cancellation occurs, again become Shares with respect
              to which Awards may be granted. For purposes of this subsection,
              awards granted under the ASE Test Limited 2000 Share Option Plan
              shall be treated as Awards. 

          (c)   Adjustments. In
               the event that the Committee determines that any dividend or other
               distribution (whether in the form of cash, Shares, other securities
               or other property), recapitalization, stock split, subdivision,
               reverse stock split, reorganization, merger, consolidation, split-up,
               spin-off, combination, or exchange of Shares or other securities
               of the Company, issuance of warrants or other rights to subscribe
               for or acquire Shares or other securities of the Company, or other
               similar corporate transaction or event affects the Shares such
               that an adjustment is determined by the Committee to be appropriate
               in order to prevent dilution or enlargement of the benefits or
               potential benefits intended to be made available under the Plan,
               then the Committee shall, in such manner as it may deem equitable,
               adjust any or all of (i) the number of Shares or other securities
               of the Company (or number and kind of other securities or property)
               with respect to which Awards may be granted, (ii) the number of
               Shares or other securities of the Company (or number and kind
               of other securities or property) subject to outstanding Awards
               and (iii) the grant or exercise price with respect to any Award
               or, if deemed appropriate, make provision for a cash payment to
               the holder of an outstanding Award; provided that, no adjustment
               to the grant or exercise price of an award shall be made which
               would result in an exercise or grant price less than the par value
               of a Share. Upon any adjustment required to be made pursuant to
               this subsection, the Company shall notify the Participant (or
               his duly appointed personal representatives where applicable)
               in writing and deliver to him (or his duly appointed personal 

         

         
         

          

          representatives
    where applicable) a statement setting forth the exercise or grant price thereafter
    in effect and the nominal value, class and/or number of Shares thereafter
    to be issued on the exercise of the Option. Any adjustment shall take effect
    upon such written notification being given. 

      (d)   Sources of Shares Deliverable Under Awards. Any
    Shares delivered pursuant to an Award shall consist of authorized and issued
    Shares. The Company shall keep available sufficient unissued Shares available
    for issuance to satisfy the full exercise of all Options which at any time
    are capable of being exercised. 

      (e)   Shares
    underlying Substitute Awards shall not reduce the number of Shares remaining
    available for issuance under the Plan. 

      Section
    5.   Eligibility. Any Director or Employee,
    and any individual who has agreed to accept employment by, or to provide
    services to, the Company or an Affiliate, shall be eligible to be designated
    a Participant. Holders of options granted by a company acquired by the Company
    or with which the Company combines are eligible for grant of Substitute Awards
    hereunder. 

      Section
    6.
      Share Options.

      (a)   Grant. Subject
    to the provisions of this Plan, the Committee shall have sole and complete
    authority to determine the Directors or Employees to whom Options shall be
    granted, the number of Shares to be covered by each Option and the conditions
    and limitations applicable to the exercise of the Option. 

      (b)   Exercise Price. The
    Committee in its sole discretion shall establish the exercise price at the
    time each Option is granted which in any event shall not be less than the
    par value of a Share. 

      (c)   Exercise. Each
    Option shall be exercisable at such times and subject to such terms and conditions
    as the Committee may, in its sole discretion, specify in the applicable Option
    Agreement or thereafter. The Committee may impose such conditions with respect
    to the exercise of Options, including, without limitation, any relating to
    the application of United States federal or state securities laws, as it
    may deem necessary or advisable. 

      (d)   Payment. No
    Shares shall be issued pursuant to any exercise of an Option until payment
    in full of the exercise price for the Shares in respect of which the Option
    is being exercised is received by the Company or provision for such payment
    has been made. Such payment shall be made in cash only. 

      Section
    7.
      Termination or Suspension of Employment. The following provisions
    shall apply in the event of the Participant’s termination of employment
    unless the Committee shall have provided otherwise, either at the time of
    the grant of the Award or thereafter. 

      (a)   Termination of Employment. If
    the Participant’s employment with the Company or its Affiliates is terminated
    for any reason other than death or permanent and total disability, the Participant’s
    right to exercise any Option shall terminate, and such Option shall expire
    on the date of such termination of employment. 

      (b)   Death or Disability. If
    the Participant’s employment with the Company or its Affiliates is terminated
    by reason of death or permanent and total disability, the Participant’s
    successor, in the case of the Participant’s death, or otherwise the
    Participant shall have the right to exercise any Option following such termination
    of employment to the extent it was exercisable at the date of such termination
    of employment and shall not have been exercised, but in no event shall such
    Option be exercisable later than the expiration date for the Option set forth
    in the Option Agreement. 

      (c)   Acceleration and Extension of Exercisability. Notwithstanding
    the foregoing, the Committee may, in its discretion, provide (A) that an
    Option granted to a Participant may terminate following a termination of
    employment at a date earlier than that set forth above, (B) that an Option
    granted to a Participant may terminate at a date later than that set forth
    above, provided such date shall not be beyond the date the Option would have
    expired had it not been for the termination of the Participant’s employment
    and (C) that an Option may become immediately exercisable, in each case when
    it finds that any of the foregoing would be in the best interests of the
    Company. 






 

      Section
    8.
      Amendment and Termination.

      (a)   Amendments to the Plan. The
    Board may amend, alter, suspend, discontinue or terminate the Plan or any
    portion thereof at any time; provided that no such amendment, alteration,
    suspension, discontinuation or termination shall be made without shareholder
    approval if such approval is necessary to comply with any applicable listing
    requirements, or with any tax or regulatory requirement or other applicable
    law or regulation, for which or with which the Board deems it necessary or
    desirable to qualify or comply. Notwithstanding anything to the contrary
    herein, the Committee may amend the Plan in such manner as may be necessary
    so as to have the Plan conform with local rules and regulations in any jurisdiction. 

      (b)   Amendments to Awards. The
    Committee may waive any conditions or rights under, amend any terms of, or
    alter, suspend, discontinue, cancel or terminate, any Award theretofore granted,
    prospectively or retroactively; provided that any such waiver, amendment,
    alteration, suspension, discontinuance, cancellation or termination that
    would adversely affect the rights of any Participant or any holder or beneficiary
    of any Award theretofore granted shall not to that extent be effective without
    the consent of the affected Participant, holder or beneficiary. 

      (c)   Cancellation. Any
    provision of this Plan or any Option Agreement to the contrary notwithstanding,
    the Committee may cause any Award granted hereunder to be cancelled in consideration
    of a cash payment or alternative Award made to the holder of such cancelled
    Award equal in value to the Fair Market Value of such cancelled Award. 

      Section
    9.      General Provisions.

      (a)   Nontransferability. No
    Award shall be assigned, alienated, pledged, attached, sold or otherwise
    transferred or encumbered by a Participant, in whole or in part, except by
    will or the laws of descent and distribution. 

      (b)   No
      Rights to Awards. No
      Director, Employee, Participant or other Person shall have any claim to
      be granted any Award, and there is no obligation for uniformity of treatment
      of Directors, Employees, Participants, or holders or beneficiaries of Awards.
      The terms and conditions of Awards need not be the same with respect to
      each recipient. 

      (c)   Share Certificates. All
    Shares or other securities of the Company or any Affiliate issued under the
    Plan pursuant to any Award or the exercise thereof shall be subject to such
    stop transfer orders and other restrictions as the Committee may deem advisable
    under the Plan or the rules, regulations, and other requirements of the SEC,
    any stock exchange upon which such Shares or other securities are then listed,
    and any applicable law, including without limitation any United States Federal
    or state law, and the Committee may cause a legend or legends to be put on
    any such certificates relative to such Shares or other securities to make
    appropriate reference to such restrictions. 

      (d)   Delegation. Subject
    to the terms of the Plan and any applicable law, the Committee may delegate
    to one or more officers or managers of the Company or any Affiliate, or to
    a committee of such officers or managers, the authority, subject to such
    terms and limitations as the Committee shall determine, to grant Awards to,
    or to cancel, modify or waive rights with respect to, or to alter, discontinue,
    suspend, or terminate Awards held by, Participants other than Directors. 

      (e)   Taxes and Withholding. All
    taxes (including income tax) arising from the exercise of any Option granted
    to any Participant under the Plan shall be borne by that Participant. A Participant
    may be required to pay to the Company or any Affiliate and the Company or
    any Affiliate shall have the right and is hereby authorized to withhold from
    any Award, from any payment due or transfer made under any Award or under
    the Plan or from any compensation or other amount owing to a Participant
    the amount (in cash, other securities, other Awards or other property) of
    any applicable withholding taxes in respect of an Award, its exercise or
    any payment or transfer under an Award or under the Plan and to take such
    other action as may be necessary in the opinion of the Company to satisfy
    all obligations for the payment of such taxes. 






 

      (f)   Option Agreements. Each
    Award hereunder shall be evidenced by an Option Agreement which shall be
    delivered to the Participant and shall specify the terms and conditions of
    the Award and any rules applicable thereto. 

      (g)   No
      Limit on Other Compensation Arrangements. Nothing
      contained in the Plan shall prevent the Company or any Affiliate from adopting
      or continuing in effect other compensation arrangements which may, but
      need not, provide for the grant of Options, restricted stock, Shares and
      other types of Awards provided for hereunder (subject to shareholder approval
      if such approval is required), and such arrangements may be either generally
      applicable or applicable only in specific cases. 

      (h)   No
      Right to Employment. The
      grant of an Award shall not be construed as giving a Participant the right
      to be retained in the employ of the Company or any Affiliate. Further,
      the Company or an Affiliate may at any time dismiss a Participant from
      employment, free from any liability or any claim under the Plan or any
      Award and Options granted thereunder. The terms of employment of a Participant
      shall not be affected by his participation in the Plan, which shall neither
      form part of such terms nor entitle him to take into account such participation
      in calculating any compensation or damages on the termination of his employment
      for any reason. 

      (i)   No
      Rights as Shareholder. Subject
      to the provisions of the applicable Award, no Participant or holder or
      beneficiary of any Award shall have any rights as a shareholder with respect
      to any Shares to be distributed under the Plan until he or she has become
      the holder of such Shares. Shares allotted and issued on exercise of an
      Option shall be subject to all provisions of the Memorandum and Articles
      of Association of the Company, shall rank in full for all entitlements,
      including dividends or other distributions declared or recommended in respect
      of the then existing Shares, the Record Date for which is on or after the
      relevant date upon which such exercise occurred, and shall in all other
      respects rank pari
      passu with
      other existing Shares then in use. For the purpose of this subsection,
      the term “Record
      Date” means
      the date fixed by the Company for the purposes of determining entitlements
      to dividends or other distributions to or rights of holders of Shares. 

      (j)   Governing Law. The
    validity, construction and effect of the Plan and any rules and regulations
    relating to the Plan and any Option Agreement shall be determined in accordance
    with the laws of Singapore and, by his acceptance of an Award and/or exercise
    of any Option comprised therein, each Participant irrevocably submits to
    the non-exclusive jurisdiction of the courts of Singapore in relation to
    any legal action or proceedings arising out of or in connection with an Award
    and/or any Option comprised therein. 

      (k)   Severability. If
    any provision of the Plan or any Award is or becomes or is deemed to be invalid,
    illegal or unenforceable in any jurisdiction or as to any Person or Award,
    or would disqualify the Plan or any Award under any law deemed applicable
    by the Committee, such provision shall be construed or deemed amended to
    conform to the applicable laws or, if it cannot be construed or deemed amended
    without, in the determination of the Committee, materially altering the intent
    of the Plan or the Award, such provision shall be stricken as to such jurisdiction,
    Person or Award and the remainder of the Plan and any such Award shall remain
    in full force and effect. 

      (l)   Other Laws. The
    Committee may refuse to issue any Shares or any other securities or other
    consideration, or transfer any issued Shares, any other securities or other
    consideration under an Award, if, acting in its sole discretion, it determines
    that the issuance or transfer of such Shares, other securities or other consideration
    might violate any applicable law or regulation or entitle the Company to
    recover under Section 16(b) of the Exchange Act, and any payment tendered
    to the Company by a Participant, other holder or beneficiary in connection
    with the exercise of such Award shall be promptly refunded to the relevant
    Participant, holder or beneficiary. Without limiting the generality of the
    foregoing, no Award granted hereunder shall be construed as an offer to acquire
    or to sell Shares or other securities of the Company, and no such offer shall
    be outstanding, unless and until the Committee in its sole discretion has
    determined that any such offer, if made, would be in compliance with all
    applicable requirements of the U.S. federal securities laws and any other
    laws to which such offer, if made, would be subject. 

      (m)   No
      Trust or Fund Created. Neither
      the Plan nor any Award shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Company
      or any Affiliate and a Participant 






 

 or any
    other Person. To the extent that any Person acquires a right to receive payments
    from the Company or any Affiliate pursuant to an Award, such right shall
    be no greater than the right of any unsecured general creditor of the Company
    or any Affiliate. 

      (n)   No
      Fractional Shares. No
      fractional Shares shall be issued or delivered pursuant to the Plan or
      any Award, and the Committee shall determine whether cash, other securities
      or other property shall be paid or transferred in lieu of any fractional
      Shares or whether such fractional Shares or any rights thereto shall be
      cancelled, terminated or otherwise eliminated. 

      (o)   Disclaimer of Liability. Notwithstanding
    any provisions contained herein, the Committee and the Company shall not
    under any circumstances be held liable for any cost, losses, expenses and
    damages whatsoever and howsoever arising in any event, including but not
    limited to the Company’s delay in issuing the Shares. 

      (p)   Headings. Headings
    are given to the Sections and subsections of the 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 the Plan or any provision
    thereof. 

      Section
    10.
      Term of the Plan.

     (a)  Effective
          Date. The
          Plan shall be effective as of June 25, 2004.


     (b)  Expiration
          Date. No
          Award may be granted under the Plan after June 24, 2009. Unless otherwise expressly
    provided in the Plan or in an applicable Option Agreement, any Award granted
    hereunder may, and the authority of the Board or the Committee to amend,
    alter, suspend, discontinue, cancel or terminate any such Award or to waive
    any conditions or rights under any such Award shall, continue after the authority
for grant of new Awards hereunder has been exhausted.