Ex-4.25



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Exhibit 4.25









STATS CHIPPAC LTD.




EQUITY GRANT PLAN FOR NON-EXECUTIVE DIRECTORS





 









 















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	Contents	 	Page
	 
	 	 	 	 	 	 
	1.

	 	Name of the Plan
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	3.

	 	Objectives of the Plan
	 	 	3	 
	 
	 	 	 	 	 	 
	4.

	 	Eligibility of Participants
	 	 	3	 
	 
	 	 	 	 	 	 
	5.

	 	Offer to Participate
	 	 	4	 
	 
	 	 	 	 	 	 
	6.

	 	Consequences of Cessation as Non-Executive Director due to Death or Disability,
Change in Control or Sale
	 	 	4	 
	 
	 	 	 	 	 	 
	7.

	 	Determination of Ordinary Shares Issuable, Payment and Other Provisions
	 	 	5	 
	 
	 	 	 	 	 	 
	8.

	 	Limitations on the Size of the Plan
	 	 	6	 
	 
	 	 	 	 	 	 
	9.

	 	Adjustment Events
	 	 	6	 
	 
	 	 	 	 	 	 
	10.

	 	Administration of the Plan
	 	 	7	 
	 
	 	 	 	 	 	 
	11.

	 	Notices
	 	 	7	 
	 
	 	 	 	 	 	 
	12.

	 	Modifications to the Plan
	 	 	8	 
	 
	 	 	 	 	 	 
	13.

	 	Duration of the Plan
	 	 	8	 
	 
	 	 	 	 	 	 
	14.

	 	Taxes and Deductions
	 	 	8	 
	 
	 	 	 	 	 	 
	15.

	 	Costs and Expenses of the Plan
	 	 	9	 
	 
	 	 	 	 	 	 
	16.

	 	Disclaimer of Liability
	 	 	9	 
	 
	 	 	 	 	 	 
	17.

	 	Disclosures in Annual Report
	 	 	9	 
	 
	 	 	 	 	 	 
	18.

	 	Governing Law
	 	 	9	 
	 
	 	 	 	 	 	 
	19.

	 	Contracts (Rights of Third Parties) Act, Chapter 53B
	 	 	9	 









 









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RULES OF

THE STATS CHIPPAC LTD. EQUITY GRANT PLAN FOR NON-EXECUTIVE DIRECTORS









	1.	 	NAME OF THE PLAN
	 
	 	 	The Plan shall be called the “STATS ChipPAC Ltd. Equity Grant Plan for Non-Executive
Directors”.










	2.	 	DEFINITIONS
	 
	2.1	 	In the Plan, unless the context otherwise requires, the following words and expressions shall
have the following meanings:





	 	 	 	 	 	 	 
	“Act”	 	:	 	The Companies Act, Chapter 50 of Singapore.
	 
	 	 	 	 	 	 
	“Adoption Date”	 	:	 	The date on which the Plan is adopted by the Company in general
meeting.
	 
	 	 	 	 	 	 
	“Articles”	 	:	 	The Articles of Association of the Company, as amended from
time to time.
	 
	 	 	 	 	 	 
	“Auditors”	 	:	 	The auditors of the Company for the time being.
	 
	 	 	 	 	 	 
	“Board”	 	:	 	The board of directors of the Company for the time being.
	 
	 	 	 	 	 	 
	“CDP”	 	:	 	The Central Depository (Pte) Limited.
	 
	 	 	 	 	 	 
	“Change in Control”	 	:	 	Means:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	an acquisition by any person or group of persons acting
together of Shares which hold more of the voting power of the
Company’s voting Shares than do the Shares owned by Temasek or
any of its subsidiaries;
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	a merger or reorganisation of the Company which results in
a shareholder of the Company other than Temasek or any of its
subsidiaries holding more than 50% of the voting power of the
Company’s voting Shares;
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	a sale of all or substantially all of the Company’s assets;
or
	 
	 	 	 	 	 	 
	 

	 	 	 	(d)
	 	a dissolution or liquidation of the Company.
	 
	 	 	 	 	 	 
	“Committee”	 	:	 	The Executive Resource and Compensation Committee of the
Company for the time being.
	 
	 	 	 	 	 	 
	“Communication”	 	:	 	Any correspondence made or to be made under the Plan
(individually or collectively).
	 
	 	 	 	 	 	 
	“Company”	 	:	 	STATS ChipPAC Ltd., a company incorporated in Singapore.
	 
	 	 	 	 	 	 
	“EBITDA”	 	:	 	The Company’s financial statement net income, subject to add
backs for the following items:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	tax expenses;
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	interest expenses;
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	depreciation and amortisation; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(d)
	 	one-time and non-cash items (including but not limited to
stock based compensation, equity grant expenses, restructuring
and impairment).
	 
	 	 	 	 	 	 
	“EBITDA Valuation Formula”	 	:	 	Has the meaning ascribed to it in Rule 7.5.2.






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	“EP”	 	:	 	The Company’s economic profits determined as EBITDA less the

following items:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	depreciation and amortisation;
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	tax expenses; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	cost of capital.
	 
	 	 	 	 	 	 
	 	 	 	 	For these purposes, “cost of capital” means 11.295% of the
aggregate of:
	 
	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	net working capital (meaning, current assets (excluding
cash and cash equivalents) less non-interest bearing
liabilities);
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	net fixed assets (meaning, gross fixed assets less
accumulated depreciation);
	 
	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	goodwill; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(iv)
	 	other non-current assets.
	 
	 	 	 	 	 	 
	“EP Targets”	 	:	 	The EP targets set by the Committee.
	 
	 	 	 	 	 	 
	“Group”	 	:	 	The Company and its subsidiaries.
	 
	 	 	 	 	 	 
	“Listing Manual”	 	:	 	The listing manual of the Singapore Exchange.
	 
	 	 	 	 	 	 
	“Non-Executive Directors”	 	:	 	A director of the Company who performs a non-executive function.
	 
	 	 	 	 	 	 
	“Ordinary Shares”	 	:	 	The number of outstanding Shares as of the Adoption Date on a
fully-diluted basis, including Shares issuable upon conversion
of all outstanding convertible bonds as of the Adoption Date,
any Shares issued with regard to any future acquisition and any
equity grants awarded prior to the Adoption Date, but for the
avoidance of doubt does not include any adjustments due to
dilution that may result from future share issuances (other
than in the context of any future acquisitions involving the
issuance of Shares and issuance of Shares with regard to equity
grants awarded prior to the Adoption Date), or future grants of
share options, restricted share units and performance shares.
For the avoidance of doubt, the number of Ordinary Shares may
not be varied by the Committee unless otherwise provided by
these Rules.
	 
	 	 	 	 	 	 
	“Participant”	 	:	 	A Non-Executive Director to whom an offer to participate in the
Plan has been extended pursuant to Rule 5 (including, where
applicable, the executor or personal representative of such
Non-Executive Director).
	 
	 	 	 	 	 	 
	“Performance Multiplier”	 	:	 	Has the meaning ascribed to it in Rule 7.
	 
	 	 	 	 	 	 
	“Performance Share Plan 

2009”	 	:	 	The STATS ChipPAC Ltd. Performance Share Plan 2009, as modified
or altered from time to time.
	 
	 	 	 	 	 	 
	“Plan”	 	:	 	The STATS ChipPAC Ltd. Equity Grant Plan for Non-Executive
Directors, as modified or altered from time to time.
	 
	 	 	 	 	 	 
	“Prescribed Higher Amount”	 	:	 	Such dollar amount as set by the Committee.
	 
	 	 	 	 	 	 
	“Prescribed Lower Amount”	 	:	 	Such dollar amount as set by the Committee.
	 
	 	 	 	 	 	 
	“Qualified Public Offering”	 	:	 	Any public offering of the Shares on any stock exchange of






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	 	 	 	 	recognized international reputation and standing duly approved
by the Board.
	 
	 	 	 	 	 	 
	“Record Date”	 	:	 	The date fixed by the Company for the purposes of determining
entitlements to dividends or other distributions to, or rights
of, holders of Shares.
	 
	 	 	 	 	 	 
	“Shares”	 	:	 	Ordinary shares in the capital of the Company.
	 
	 	 	 	 	 	 
	“Singapore Exchange”	 	:	 	The Singapore Exchange Securities Trading Limited.
	 
	 	 	 	 	 	 
	“Syndication”	 	:	 	Means:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	any transfer and/or assignment of only economic interests
underlying part or all of the Shares held by Temasek or any of
its subsidiaries, pursuant to an agreement between Temasek or
any of its subsidiaries and a third party(ies), whereby Temasek
or any of its subsidiaries retains full voting power of such
Shares; or
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	any transfer and/or assignment of interests in part or all
of the Shares held by Temasek or any of its subsidiaries to a
third party(ies) pursuant to an agreement, whereby such third
party(ies) agree to exercise its voting power in concert with
Temasek or any of its subsidiaries.
	 
	 	 	 	 	 	 
	“Temasek”	 	:	 	Temasek Holdings (Private) Limited, a company incorporated in
Singapore.
	 
	 	 	 	 	 	 
	“year”	 	:	 	Calendar year, unless otherwise stated.
	 
	 	 	 	 	 	 
	“%”	 	:	 	Per centum or percentage.







	2.2	 	Words importing the singular number shall, where applicable, include the plural number and
vice versa. Words importing the masculine gender shall, where applicable, include the
feminine and neuter gender.
	 
	2.3	 	Any reference to a time of a day in the Plan is a reference to Singapore time.
	 
	2.4	 	Any reference in the Plan to any enactment is a reference to that enactment as for the time
being amended or re-enacted. Any word defined under the Act or any statutory modification
thereof and not otherwise defined in the Plan and used in the Plan shall have the meaning
assigned to it under the Act or any statutory modification thereof, as the case may be.











	3.	 	OBJECTIVES OF THE PLAN
	 
	 	 	The Plan is a share incentive scheme. The Plan is proposed on the basis that it is important
to give recognition to non-executive directors of the Company who have contributed to the
Group. The Plan will give Participants an opportunity to have a personal equity interest in
the Company and will help to achieve the following positive objectives:






	 	(a)	 	to align the interests of the Participants with the interests of the shareholders of the
Company;
	 
	 	(b)	 	to motivate each Participant to maintain a high level of contribution to the Group; and
	 
	 	(c)	 	to give recognition to the contributions made or to be made by Non-Executive
Directors to the Group.










	4.	 	ELIGIBILITY OF PARTICIPANTS
	 
	 	 	Non-Executive Directors shall, unless they are also controlling shareholders (as defined in
the Listing Manual) of the Company or associates (as defined in the Listing Manual) of such
controlling shareholders, be eligible to participate in the Plan at the absolute discretion
of the Committee.






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	5.	 	OFFER TO PARTICIPATE
	 
	5.1	 	The Committee may extend an offer to participate in the Plan to such Non-Executive Directors
as the Committee may select in its absolute discretion, at any time during the period when the
Plan is in force.
	 
	5.2	 	No consideration shall be payable for an offer to participate in the Plan made to, or for
Ordinary Shares received by, Non-Executive Directors under the Plan.
	 
	5.3	 	An offer to participate in the Plan shall be personal to the Participant to whom it is
extended and, prior to the allotment to the Participant of the Ordinary Shares under the Plan,
shall not be transferred (other than to a Participant’s personal representative on the death
of that Participant), charged, assigned, pledged or otherwise disposed of, in whole or in
part, except with the prior approval of the Committee and if a Participant shall do, suffer or
permit any such act or thing as a result of which he would or might be deprived of any rights
under an offer to participate in the Plan without the prior approval of the Committee, his
participation in the Plan shall immediately cease.











	6.	 	CONSEQUENCES OF CESSATION AS NON-EXECUTIVE DIRECTOR AND CHANGE IN CONTROL OR SALE
	 
	6.1	 	Consequences of Cessation as Non-Executive Director
	 
	6.1.1	 	In the event that a Participant ceases to be a Non-Executive Director for any reason
whatsoever, his participation in the Plan shall, unless otherwise determined by the Committee,
immediately cease without any claim whatsoever against the Company.
	 
	6.1.2	 	Where the Committee exercises its discretion and determines that, a Participant’s
participation in the Plan shall not cease even though such Participant has ceased to be a
Non-Executive Director:






	 	(a)	 	that Participant may, at the discretion of the Committee, earn a pro-rata
portion of the Ordinary Shares based on the length of the Participant’s service as a
Non-Executive Director during the period beginning on 1 January 2007 and ending on 31
December 2011, with the number of Ordinary Shares issuable to be determined as and when
the same is determined for the other Participants. Any such pro-rata portion shall be
determined in accordance with the same criteria that such Participant would have been
subject had the Participant continued to serve as a Non-Executive through 31 December
2011. Such Participant shall receive payment with regard to his pro-rata portion of the
Ordinary Shares on the same date the remaining Participants receive their Ordinary
Shares; and
	 
	 	(b)	 	in the event the Ordinary Shares are issuable on or after 31 December 2011, the
Committee shall have discretion as to whether or not 100% of the Ordinary Shares
issuable in payment of the pro-rata portion of the Ordinary Shares issuable shall
become immediately payable, or whether 50% of the pro-rata portion of the Ordinary
Shares issuable will be forfeited. Should the Ordinary Shares be unavailable for
payment as marketable securities, such Participants shall receive, in the form of cash
from the Company, the value of such Ordinary Shares that would be otherwise payable, as
determined in accordance with the EBITDA Valuation Formula.






	6.2	 	Consequences of Change in Control or Sale
	 
	6.2.1	 	In the event of a Change in Control, determination of the number of Ordinary Shares issuable
shall accelerate immediately prior to such Change in Control event, and the Participants shall
have the right to participate in any sale transaction with Temasek or any of its subsidiaries
(as the case may be) on a tag-along basis in any transaction resulting in a Change in Control
with respect to all Ordinary Shares issuable.
	 
	6.2.2	 	In the event of a sale of Shares by Temasek or any of its subsidiaries which does not result
in a Change in Control (including in any Qualified Public Offering but excluding in any
Syndication), a pro-rata issuance of Ordinary Shares shall occur, and the Participants shall
have the right to participate in any sale transaction with Temasek or any of its subsidiaries
(as the case may be) on a tag-along basis with respect to all Ordinary Shares issuable.
	 
	6.2.3	 	The consideration for the sale of any Ordinary Shares pursuant to any transaction
contemplated by Rule 6.2 shall be in the form of marketable securities. However, if marketable
securities are not available, the Participants shall receive, in the form of cash from the
Company, the value of such Ordinary Shares that would be otherwise payable, as determined in
accordance with the EBITDA Valuation Formula.




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	7.	 	DETERMINATION OF ORDINARY SHARES ISSUABLE, PAYMENT AND OTHER PROVISIONS
	 
	7.1	 	Determination of Number of Ordinary Shares Issuable
	 
	7.1.1	 	Unless as otherwise provided in Rule 6, determination of the number of Ordinary Shares
issuable under the Plan shall occur on or after 31 December 2011 and in accordance with this
Rule 7, subject to the Participant then holding office as a Non-Executive Director on 31
December 2011.
	 
	7.1.2	 	The number of Ordinary Shares to be issued to each Participant shall be determined by the
Committee, and shall depend on the extent to which the EP Targets are achieved or exceeded as
well as any other criteria and considerations deemed appropriate by the Committee. If issuance
of the Ordinary Shares occurs:






	 	(a)	 	on or after 31 December 2011, only the EP Target for 2011 is applicable; and
	 
	 	(b)	 	before 31 December 2011, the EP Target for the most recently completed
financial year or for the most recently completed four financial quarters, as
determined by the Committee, is applicable.






	7.1.3	 	The number of Ordinary Shares which may be issued under the Plan shall be calculated based
on 0.30% of the outstanding Ordinary Shares (the “Base Number”), with the aggregate number of
the Ordinary Shares available for delivery to be subject to these Rules and to the Performance
Multiplier at each time of payment, whether on a pro-rata basis or completely, the minimum of
which would be 50% of the Base Number to be issued for EP of at least the Prescribed Lower
Amount below the relevant EP Target and the maximum of which would be 150% of the Base Number
to be issued for EP of the Prescribed Higher Amount or more above the relevant EP Target (and
proportionately between 50% and 150% of EP Target), rounded down to the nearest whole Ordinary
Share. Where a minimum of the Prescribed Lower Amount below the relevant EP Target is not
met, the Committee shall have the power, in its good faith and reasonable discretion, to
determine the aggregate number of Ordinary Shares that may be deliverable. In the event that
the Performance Multiplier is applied to the maximum extent permissible under the Plan, an
aggregate of up to 0.45% of the Ordinary Shares could be payable and issued.
	 
	7.2	 	Payment
	 
	7.2.1	 	Subject to these Rules, to the Participant’s then holding office as a Non-Executive Director
as of 31 December 2011 and on the basis that there is no event triggering full issuance of
Ordinary Shares and payout (or pro-rata issuance of the Ordinary Shares and payout in excess
of 50%), upon determination of the number of Ordinary Shares issuable on or after 31 December
2011, 50% of the unissued Ordinary Shares issuable shall become immediately payable by way of
an allotment to the Participant of the relevant number of Ordinary Shares. Should the Ordinary
Shares be unavailable for payment as marketable securities, such Participants shall receive,
in the form of cash from the Company, the value of such Ordinary Shares that would be
otherwise payable, determined in accordance with the EBITDA Valuation Formula. The remaining
50% of the Ordinary Shares issuable shall remain as unissued Ordinary Shares and shall be
carried forward into a new share incentive plan to be adopted by the Company.
	 
	7.2.2	 	Payment shall be made as provided in these Rules no later than 15 March 2012, provided that
the audited financial statements of the Company are then available. Otherwise, payment shall
be made on such date as the Committee may determine to be appropriate.
	 
	7.3	 	Listing and Quotation of Shares
	 
	7.3.1	 	Where new Shares are allotted pursuant to these Rules at a time when the Shares are listed
or quoted on the Singapore Exchange (and/or such other stock exchange upon which the Shares
may be listed and quoted), the Company shall, as soon as practicable after such allotment,
apply to the Singapore Exchange (and/or such other stock exchange upon which the Shares may be
listed and quoted) for permission to deal in and for quotation of such Shares.
	 
	7.3.2	 	In the event that the Shares are then listed or quoted on the Singapore Exchange, Shares
which are allotted to a Participant pursuant to these Rules shall, unless otherwise determined
by the Committee, be issued in the name of, or transferred to, CDP to the credit of the
securities account of that Participant maintained with CDP or the securities sub-account of
that Participant maintained with a depository agent, in each case, as designated by that
Participant.




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	7.4	 	Ranking of Shares
	 
	 	 	New Shares allotted and issued pursuant to these Rules shall:






	 	(a)	 	be subject to all the provisions of the Articles and the Memorandum of
Association of the Company; and
	 
	 	(b)	 	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
date the Ordinary Shares are issued pursuant to the Plan, and shall in all other
respects rank pari passu with other existing Shares then in issue.






	7.5	 	Restrictions on Shares
	 
	7.5.1	 	Prior to a Qualified Public Offering, Shares allotted and issued pursuant to these Rules
shall be subject to the following restrictions and rights:






	 	(a)	 	a right of first refusal by Temasek or any of its subsidiaries, as the case may
be, who is then a shareholder of the Company, on any sale by a Participant of his
Shares; and
	 
	 	(b)	 	a call right by Temasek or any of its subsidiaries, as the case may be, who is
then a shareholder of the Company, and a put right by the Participant (or, at the
discretion of the Committee, the beneficiaries of such Participant in the event of the
Participant’s death) upon a Participant ceasing to hold office as a Non-Executive
Director.






	7.5.2	 	The price for the transfer of Shares pursuant to this Rule 7.5 shall be based on the
following EBITDA Valuation Formula:






	 	(a)	 	EBITDA of the Company multiplied by the ratio of enterprise value/EBITDA
trailing twelve (12) months for the Company’s listed peers equals enterprise value* of
the Company (“EV”).
	 
	 	 	 	* Enterprise value of Company’s listed peers is calculated based on the average share
price during the last two fiscal quarters prior to the valuation date.
	 
	 	(b)	 	EV minus net debt of the Company and minority interest of the Company equals
equity value at exit.
	 
	 	(c)	 	Price of shares equals equity value at exit divided by the Ordinary Shares at exit.






	7.5.3	 	The restrictions and rights set out in this Rule 7.5 do not apply as long as the Shares are
listed and traded on the Singapore Exchange and/or any other internationally recognized stock
exchange, and shall lapse on any Qualified Public Offering of the Shares.











	8	 	LIMITATIONS ON THE SIZE OF THE PLAN
	 
	8.1	 	The total number of Shares which may be issued under the Plan on any date:






	 	(a)	 	when added to the total number of new Shares issued and issuable under the
Plan, shall not exceed 0.45% of the total number of the outstanding Ordinary Shares;
and
	 
	 	(b)	 	when added to the total number of new Shares issued and issuable (i) under the
Plan, and (ii) pursuant to awards granted under the Performance Share Plan 2009, shall
not exceed 15% of the total number of issued Shares from time to time (excluding
treasury shares).






	8.2	 	The Ordinary Shares available for issuance under the Plan shall be authorized by the
Company’s shareholders and all Ordinary Shares issuable under the Plan will be authorized and
approved by the Board.











	9.	 	ADJUSTMENT EVENTS
	 
	9.1	 	In the event of any dividend, share split, combination, or acquisition involving a share
issuance or any exchange of shares, amalgamation, arrangement or consolidation, spin-off,
recapitalisation or other distribution (other than ordinary cash dividends) of the assets of
the Company to its shareholders, or any other change affecting the Ordinary Shares or the
Share price, the Committee shall make such proportionate adjustments, if any, as necessary to
reflect such change with respect to the aggregate number and type of shares (subject to
compliance with applicable laws) that may be issued under the Plan and the applicable
performance targets or criteria with respect thereto.




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	9.2	 	Notwithstanding the provisions of Rule 9.1, any adjustment (except in relation to a
capitalisation issue) must be confirmed in writing by the Auditors (acting only as experts and
not as arbitrators) to be in their opinion, fair and reasonable.
	 
	9.3	 	Upon any adjustment made pursuant to this Rule 9, the Company shall notify the Participants
in writing. Any adjustment shall take effect upon such written notification being given or on
such date as may be specified in such written notification.











	10.	 	ADMINISTRATION OF THE PLAN
	 
	10.1	 	The Plan shall be administered by the Committee (or any other committee and/or persons duly
authorized and appointed by the Board to administer the Plan) in its absolute discretion with
such powers and duties as are conferred on it by the Board, provided that no member of the
Committee shall participate in any deliberation or decision in respect of Ordinary Shares
issuable to him under the Plan.
	 
	10.2	 	Except to the extent certain terms and conditions are required by the Plan, the Committee
shall have the power to make and vary such arrangements, guidelines and/or regulations (not
being inconsistent with the Plan) for the implementation and administration of the Plan and/or
to give effect to the provisions of the Plan, as it may, in its absolute discretion, think
fit. Without prejudice to the generality of the foregoing, the Committee has the broad
discretion to select the Participants at any time the Plan is in effect and each Participant’s
participation in the Plan. Any matter pertaining or pursuant to the Plan and any dispute,
difference or uncertainty as to the interpretation of the Plan or any rule, regulation or
procedure thereunder or any rights under the Plan shall be determined by the Committee and
binding in all respects.
	 
	10.3	 	The Plan shall not impose on the Company or the Committee or any of its members any liability
whatsoever in connection with:






	 	(a)	 	the failure or refusal by the Committee to exercise, or the exercise by the
Committee of, any discretion under the Plan; and/or
	 
	 	(b)	 	any decision or determination of the Committee made pursuant to any provision of the Plan.






	10.4	 	Any decision or determination of the Committee made pursuant to any provision of the Plan
(other than a matter to be certified by the Auditors) shall be final, binding and conclusive
(including for the avoidance of doubt, any decisions pertaining to disputes as to the
interpretation of the Plan or any rule, regulation or procedure hereunder or the application
of any formula hereunder or as to any rights under the Plan). The Committee shall not be
required to furnish any reasons for any decision or determination made by it.











	11.	 	NOTICES
	 
	11.1	 	Any notice required to be given by any Participant to the Company shall be sent or made to
the registered office of the Company or such other address (including an electronic mail
address) or facsimile number, and marked for the attention of the Committee (c/o the General
Counsel of the Company), as may be notified by the Company to the Participant in writing.
	 
	11.2	 	Any notices or documents required to be given to a Participant or any correspondence to be
made between the Company and a Participant shall be given or made by the Committee (or such
person(s) as it may from time to time direct) on behalf of the Company and shall be delivered
to a Participant by hand or sent to a Participant at his home address, electronic mail address
or facsimile number according to the records of the Company or the last known address,
electronic mail address or facsimile number provided by the Participant to the Company.
	 
	11.3	 	Any notice or other communication from a Participant to the Company shall be irrevocable, and
shall not be effective until received by the Company. Any notice or communication from the
Company to a Participant shall be deemed to be received by the Participant, when left at the
address specified in Rule 11.2 or, if sent by post, on the day following the date of posting
or, if sent by electronic mail or facsimile transmission, on the day of despatch.
	 
	11.4	 	It shall be the Participant’s sole responsibility to ensure that all information contained in
a Communication to the Company is complete, accurate, current, true and correct.
	 
	11.5	 	The Company’s records of the Communications, and its record of any transactions maintained by
any relevant person authorized by the Company relating to or connected with the Plan, whether
stored in electronic or printed form, shall be binding and conclusive on a Participant and
shall be conclusive evidence of such Communications and/or transactions. All such records
shall be admissible in evidence and the Participant shall not challenge or dispute the
admissibility, reliability, accuracy or the authenticity of the contents of such records
merely on the basis that such records were incorporated and/or set out in




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	 	 	electronic form or
were produced by or are the output of a computer system, and the Participant waives any of his
rights (if any) to so object.
	 
	11.6	 	Any provision in these Rules requiring a Communication to be signed by a Participant may be
satisfied in the case of an electronic Communication, by the execution of any on-line act,
procedure or routine designated by the Company to signify the Participant’s intention to be
bound by such Communication.











	12.	 	MODIFICATIONS TO THE PLAN
	 
	12.1	 	Any or all of the Rules of the Plan may be modified and/or altered at any time and from time
to time by a resolution of the Committee, except that:






	 	(a)	 	no modification or alteration shall adversely affect the rights of any
Participant except with the
consent in writing of not less than a majority in number of those Participants whose
rights would be so adversely affected;
	 
	 	(b)	 	the definitions of “Committee”, “Group”, “Non-Executive Director”, “Ordinary
Shares” and “Participant” and the provisions of Rules 4, 5, 6, 7, 8, 9, 10 and this
Rule 12 shall not be altered to the advantage of Participants except with the prior
approval of the Company’s shareholders in general meeting; and
	 
	 	(c)	 	no modification or alteration shall be made without the prior approval of the
Singapore Exchange and such other regulatory authorities as may be necessary.






	 	 	For the purposes of Rule 12.1(a), the opinion of the Committee as to whether any
modification or alteration would adversely alter the rights of any Participant shall be
final, binding and conclusive. For the avoidance of doubt, nothing in this Rule 12.1 shall
affect the right of the Committee under any other provision of the Plan to amend or adjust
any provision of the Plan or any offer to participate in the Plan.
	 
	12.2	 	Notwithstanding anything to the contrary contained in Rule 12.1, the Committee may at any
time by a resolution (and without other formality, save for the prior approval of the
Singapore Exchange, if necessary) amend or alter the Plan in any way to the extent necessary
or desirable, in the opinion of the Committee, to cause the Plan to comply with, or take into
account, any statutory provision (or any amendment or modification thereto, including
amendment of or modification to the Act) or the provision or the regulations of any regulatory
or other relevant authority or body (including the Singapore Exchange, if applicable).
	 
	12.3	 	Written notice of any modification or alteration made in accordance with this Rule 12 shall
be given to all Participants.











	13.	 	DURATION OF THE PLAN
	 
	13.1	 	The Plan shall continue to be in force at the discretion of the Committee, subject to a
maximum period of ten years commencing on the Adoption Date, provided always that the Plan may
continue beyond the above stipulated period with the approval of the Company’s shareholders by
ordinary resolution in general meeting and of any relevant authorities which may then be
required.
	 
	13.2	 	The Plan may be terminated at any time by the Committee or, at the discretion of the
Committee, by resolution of the Company in a general meeting, subject to all relevant
approvals which may be required and if the Plan is so terminated, no further Ordinary Shares
shall be issued by the Committee hereunder.











	14.	 	TAXES AND DEDUCTIONS
	 
	 	 	All taxes (including income tax) arising from the allotment and issuance of Ordinary Shares
to any Participant under the Plan shall be borne by that Participant. There shall be
deducted or withheld from any payment to be made under the Plan any amounts which the
Company or any of its subsidiaries is entitled, authorized or bound to deduct or withhold
pursuant to applicable laws to account of income tax or other levies payable on the payment
or any other applicable law or regulation. Without prejudice to the generality of the
foregoing, if the payment should be subject to contributions in connection with any
mandatory public savings plan administered by any governmental authority or statutory board,
the Company shall be entitled to reduce the payment by an amount equal to such contribution
amounts required to be made.




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	15.	 	COSTS AND EXPENSES OF THE PLAN
	 
	15.1	 	Each Participant shall be responsible for all fees of CDP relating to or in connection with
the issue and allotment of any Shares in CDP’s name, the deposit of share certificate(s) with
CDP, the Participant’s securities account with CDP, or the Participant’s securities
sub-account with a CDP depository agent.
	 
	15.2	 	Save for the taxes referred to in Rule 14 and such other costs and expenses expressly
provided in the Plan to be payable by the Participants, all fees, costs and expenses incurred
by the Company in relation to the Plan including but not limited to the fees, costs and
expenses relating to the allotment and issue of Shares shall be borne by the Company.











	16.	 	DISCLAIMER OF LIABILITY
	 
	 	 	Notwithstanding any provisions herein contained, the Committee and the Company and the
directors and employees of 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 not limited to the
delay by the Company in issuing the Shares or applying for or procuring the listing of new
Shares on the Singapore Exchange (and/or such other stock exchange upon which the Shares may
be listed or quoted) in accordance with Rule 7.4.1.











	17.	 	DISCLOSURES IN ANNUAL REPORT
	 
	 	 	The Company will make such disclosures in its annual report for as long as the Plan
continues in operation as required by the Listing Manual including the following (where
applicable):






	 	(a)	 	the names of the members of the Committee administering the Plan;
	 
	 	(b)	 	in respect of all the Participants of the Plan, the following information:






	 	(aa)	 	the name of the Participant; and
	 
	 	(bb)	 	the number of new Shares issued to such Participant during the financial year under review; and






	 	(c)	 	in relation to the Plan, the aggregate number of Ordinary Shares that have been
allotted and issued under the Plan since the commencement of the Plan to the end of the
financial year under review,






	 	 	or as otherwise required under the Listing Manual from time to time.











	18.	 	GOVERNING LAW
	 
	 	 	The Plan shall be governed by, and construed in accordance with, the laws of the Republic of
Singapore. Each Participant, by accepting an offer to participate in accordance with the
Plan, and the Company submit to the exclusive jurisdiction of the courts of the Republic of
Singapore.











	19.	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CHAPTER 53B
	 
	 	 	No person other than the Company or a Participant shall have any right to enforce any
provision of the Plan or any offer to participate in the Plan by virtue of the Contracts
(Rights of Third Parties) Act, Chapter 53B of Singapore.






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