EX-4.31 STATS ChipPAC Ltd. Employee Share Purchase



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Exhibit 4.31









STATS ChipPAC Ltd.




Employee Share Purchase Plan 2004




(Adopted and approved at the Extraordinary Meeting

held on 4 August 2004)




(Amended by ordinary resolution approved at the 12th Annual General Meeting held on

25 April 2006)




(Amended by the Board of Directors on November 8, 2007

with effect from December 31, 2007)


















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	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 
	SECTION 1       PURPOSE OF THE PLAN	 	1
	 
	 	 	 	 	 	 
	SECTION 2       ADMINISTRATION OF THE PLAN	 	1
	 
	 	 	 	 	 	 
	 
	 	(a)	 	Committee Composition	 	1
	 
	 	(b)	 	Committee Responsibilities	 	1
	 
	 	(c)	 	Committee Liability	 	1
	 
	 	(d)	 	Board Action	 	1
	 
	 	(e)	 	Timing	 	1
	 
	 	(f)	 	Governing Law	 	1
	 
	 	 	 	 	 	 
	SECTION 3       ENROLLMENT AND PARTICIPATION	 	1
	 
	 	 	 	 	 	 
	 
	 	(a)	 	Purchase Periods	 	1
	 
	 	(b)	 	Enrollment	 	2
	 
	 	(c)	 	Duration of Participation	 	2
	 
	 	 	 	 	 	 
	SECTION 4       EMPLOYEE CONTRIBUTIONS	 	2
	 
	 	 	 	 	 	 
	 
	 	(a)	 	Amount of Contributions	 	2
	 
	 	(b)	 	Payment of Lump Sum Cash Payments	 	2
	 
	 	(c)	 	Frequency of Payroll Deductions	 	2
	 
	 	(d)	 	Changing Contribution Rates	 	2
	 
	 	 	 	 	 	 
	SECTION 5       WITHDRAWAL FROM THE PLAN	 	3
	 
	 	 	 	 	 	 
	 
	 	(a)	 	Withdrawal	 	3
	 
	 	(b)	 	Re-Enrollment After Withdrawal	 	3
	 
	 	 	 	 	 	 
	SECTION 6       CHANGE IN EMPLOYMENT STATUS	 	3
	 
	 	 	 	 	 	 
	 
	 	(a)	 	Termination of Employment	 	3
	 
	 	(b)	 	Leave of Absence	 	3
	 
	 	(c)	 	Death	 	3
	 
	 	 	 	 	 	 
	SECTION 7       PLAN ACCOUNTS AND PURCHASE OF ORDINARY SHARES	 	3
	 
	 	 	 	 	 	 
	 
	 	(a)	 	Plan Accounts	 	3
	 
	 	(b)	 	Purchase Price	 	4
	 
	 	(c)	 	Matching Contributions	 	4
	 
	 	(d)	 	Number of Ordinary Shares Purchased	 	4
	 
	 	(e)	 	Available Ordinary Shares Insufficient	 	4
	 
	 	(f)	 	Issuance or Transfer of Ordinary Shares	 	4
	 
	 	(g)	 	Unused Cash Balances	 	5
	 
	 	 	 	 	 	 
	SECTION 8       LIMITATIONS ON OWNERSHIP	 	5
	 
	 	 	 	 	 	 
	SECTION 9       RIGHTS NOT TRANSFERABLE	 	5
	 
	 	 	 	 	 	 
	SECTION 10     NO RIGHTS AS AN EMPLOYEE	 	5
	 
	 	 	 	 	 	 
	SECTION 11     NO RIGHTS AS A SHAREHOLDER	 	6
	 
	 	 	 	 	 	 
	SECTION 12     SECURITIES LAW REQUIREMENTS	 	6
	 
	 	 	 	 	 	 
	SECTION 13     ORDINARY SHARES OFFERED UNDER THE PLAN	 	6
	 
	 	 	 	 	 	 
	 
	 	(a)	 	Authorized Ordinary Shares	 	6
	 
	 	(b)	 	Anti-Dilution Adjustments	 	6
	 
	 	(c)	 	Corporate Transactions	 	6






 









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	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 
	SECTION 14     TERMINATION, AMENDMENT OR DISCONTINUANCE	 	6
	 
	 	 	 	 	 	 
	SECTION 15     SHAREHOLDER APPROVAL	 	7
	 
	 	 	 	 	 	 
	SECTION 16     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT	 	7
	 
	 	 	 	 	 	 
	SECTION 17     DEFINITIONS	 	7
	 
	 	 	 	 	 	 
	SECTION 18     EXECUTION	 	10











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STATS ChipPAC Ltd.

Employee Share Purchase Plan 2004









			
	SECTION 1	 	PURPOSE OF THE PLAN.





     The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their
proprietary interest in the success of the Company by purchasing Ordinary Shares on favorable terms
and to pay for such purchases through periodic payroll deductions or lump sum payments.








			
	SECTION 2	 	ADMINISTRATION OF THE PLAN.









     (a) Committee Composition. The Plan shall be administered by the Committee (the Executive Resource and Compensation
Committee). The Committee shall consist of two or more members of the Board of Directors appointed
by and holding office at the pleasure of the Board of Directors. Appointment of Committee members
shall be effected by way of a resolution of the Board of Directors. Committee members may resign at
any time by delivering written notice to the Board of Directors. Vacancies on the Committee may be
filled by the Board of Directors.







     (b) Committee Responsibilities. The Committee shall interpret the Plan and make all other policy decisions and determinations
necessary or advisable relating to the operation of the Plan. The Committee may adopt such rules,
guidelines and forms, as it deems appropriate to implement the Plan. The Committee’s determinations
under the Plan shall be final, binding and conclusive on all persons, including all Participants.







     (c) Committee Liability. No member of the Committee shall be liable for any action or determination made in good faith,
and the members of the Committee shall be entitled to indemnification in the manner provided in the
Company’s Articles of Association, as they may be amended from time to time. In the performance of
its responsibilities with respect to the Plan, the Committee shall be entitled to rely upon
information and advice furnished by the Company’s officers, the Company’s accountants, the
Company’s counsel and any other party the Committee deems necessary, and no member of the Committee
shall be liable for any action taken or not taken in reliance upon any such advice.







     (d) Board Action. Anything in the Plan to the contrary notwithstanding, any authority or responsibility that,
under the terms of the Plan, may be exercised by the Committee may alternatively be exercised by
the Board of Directors.







     (e) Timing. Unless otherwise stated, all periods of time under this Plan shall be calculated with
reference to the then local time in Singapore. In the event that any applicable date is, or any
period of days, months or years set forth in this Plan ends on, a date that is Saturday, Sunday or
a public holiday in Singapore, such applicable date or the end of such period shall be the first
Business Day following such date.







     (f) Governing Law. The Plan shall be construed in accordance with the laws of the Republic of Singapore.








			
	SECTION 3	 	ENROLLMENT AND PARTICIPATION.









     (a) Purchase Periods. While the Plan is in effect, two Purchase Periods shall commence in each calendar year. The
Purchase Periods shall consist of the six-month periods commencing on each 15 February and 16
August; provided, however, that the first Purchase Period



 









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under the Plan shall commence on
September 1, 2004 and end on February 14, 2005, or shall commence and end on such other date, as
may be designated by the Committee.







     (b) Enrollment. Any individual who, on the day preceding an Offering Date, qualifies as an Eligible Employee
may elect to become a Participant in the Plan for such Purchase Period by enrolling in accordance
with the method or methods prescribed for this purpose by the Committee. Any required enrollment
form shall be filed with the Company at the location and by the means, including by written or
electronic media, prescribed by the Committee by 14 February and 15 August of each calendar year,
unless an earlier or later date for filing the enrollment form is set by the Committee for all
Eligible Employees with respect to a given Purchase Period; provided, however, that with respect to
any Eligible Employee hired during the four-week period prior to an Offering Date, the Eligible
Employee may file the enrollment form with the Company at any time prior to the Offering Date. Any
required enrollment form shall set forth the percentage of the Participant’s Compensation to be
paid as contributions pursuant to the Plan. Participants may choose one of the following methods of
payment for the Ordinary Shares to be acquired on his or her behalf during the Purchase Period:
periodic payroll deduction or lump sum cash payment; provided, however, that the Committee may, for
any Purchase Period, prohibit either method of payment.







     (c) Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or
she ceases to be an Eligible Employee, withdraws from the Plan under Section 5(a) hereof. A
Participant who withdraws from the Plan under Section 5(a) hereof may again become a Participant
for any subsequent Purchase Period by following the procedure described in Section 3(b) hereof,
provided; however, that he or she then is an Eligible Employee.








			
	SECTION 4	 	EMPLOYEE CONTRIBUTIONS.









     (a) Amount of Contributions. The Participant shall designate on any required enrollment form the percentage of his or her
Compensation that he or she elects to contribute for the purchase of Ordinary Shares. Such
percentage shall be a whole percentage of the Participant’s Compensation, but not less than 1% nor
more than 15%. Contributions to the Plan by means of payroll deductions shall be made after payroll
deductions for taxes and the Participant’s employee contributions in respect of retirement and
welfare benefit plans and may be reduced, if necessary, to ensure that the aggregate of all such
deductions does not exceed the Participant’s Compensation for the relevant payroll period.







     (b) Payment of Lump Sum Cash Payments. If the lump sum cash payment alternative is selected, the lump sum payment must be paid by the
Participant within the fifteen (15) days prior to the last day of the Purchase Period to which any
required enrollment form is applicable, unless the Participant has previously elected to withdraw
from participation in the Plan prior to the close of a Purchase Period as provided in Section 5(a)
hereof.







     (c) Frequency of Payroll Deductions. Payroll deductions, as designated by the Participant pursuant to Section 4(a) hereof, shall
commence on the first regularly scheduled pay date following the Offering Date and shall occur on
each pay date during the Participant’s participation in the Plan.







     (d) Changing Contribution Rates. A Participant may on one occasion only during a Purchase Period increase or decrease the rate of
his or her contributions with respect to the Purchase Period by completing and filing with the
Company an appropriate form authorizing a change in the payroll deduction rate or lump sum payment,
as applicable. Changes in the rate of contribution affecting payroll deductions shall be effective
as of the beginning of the next payroll period following the date of the filing of the form, if the
form is filed by 15 July and 15 January, and, if not, as of the beginning of the next succeeding
Purchase Period. The new contribution rate shall be a whole percentage of the Participant’s
Compensation, but not less than 1% nor more than 15%.




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	SECTION 5	 	WITHDRAWAL FROM THE PLAN.









     (a) Withdrawal. A Participant may elect to withdraw from the Plan prior to the close of a Purchase Period by filing
the prescribed form with the Company at the prescribed location by 15 July or 15 January of each
calendar year, as applicable, unless an earlier or later date for filing the withdrawal form is set
by the Committee for all Participants with respect to a given Purchase Period. As soon as
reasonably practicable thereafter, payroll deductions (if any) shall cease and the entire amount
credited to the Participant’s Plan Account shall be refunded to him or her in cash, without
interest, after deducting from such amount any expenses that were both incurred by the Company in
maintaining the Participant’s Plan Account and earlier communicated to the Participant in writing.
A Participant’s withdrawal from the Plan shall not have any effect upon his or her eligibility to
re-enroll in the Plan for any subsequent Purchase Period by following the procedure under Section
3(b) hereof, subject to the requirements under Section 3(c) hereof, or to participate in any
similar plan that may hereafter be adopted by the Company. No partial withdrawals shall be
permitted.







     (b) Re-Enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she
re-enrolls in the Plan under Section 3(b) hereof, subject to the requirements of Section 3(c)
hereof. Re-enrollment shall be effective only at an Offering Date.








			
	SECTION 6	 	CHANGE IN EMPLOYMENT STATUS.









     (a) Termination of Employment. Termination of employment as an Eligible Employee for any reason, including death, shall be treated
as an automatic withdrawal from the Plan under Section 5(a) hereof.







     (b) Leave of Absence. For purposes of the Plan, the employment of a Participant shall not be deemed to terminate when
such Participant goes on a military leave, a sick leave or another bona fade leave of absence, if
the leave was approved by the Company in writing. Employment, however, shall be deemed to terminate
90 days after the Participant goes on a leave, unless a contract or statute guarantees his or her
right to return to work. The employment of a Participant shall be deemed to terminate in any event
when the approved leave ends, unless the Participant immediately returns to work.







     (c) Death. In the event of a Participant’s death prior to the last day of a Purchase Period, the entire amount
credited to his or her Plan Account shall, after deducting from such amount any expenses that were
both incurred by the Company in maintaining the Participant’s Plan Account and earlier communicated
to the Participant in writing, be paid, without interest, to a beneficiary designated by him or her
for this purpose on the prescribed form or, if no beneficiary was designated, to the Participant’s
estate. Such form shall be valid only if it was filed with the Company at the prescribed location
before the Participant’s death. In the event of a Participant’s death subsequent to the last day of
a Purchase Period but prior to the delivery to him or her of any Ordinary Shares or cash remaining
in his or her Plan Account, the Company or its authorized agent or broker, as the case may be,
shall deliver to the executor or administrator of the estate of the Participant such Ordinary
Shares and, after deducting any expenses that were both incurred by the Company in maintaining the
Participant’s Plan Account and earlier communicated to the Participant in writing, the cash amount remaining in the Participant’s Plan Account.








			
	SECTION 7	 	PLAN ACCOUNTS AND PURCHASE OF ORDINARY SHARES.









     (a) Plan Accounts. The Company shall maintain a Plan Account in the name of each Participant. Whenever an amount is
deducted or collected from the Participant’s Compensation under the Plan, such amount shall be
credited to the Participant’s Plan Account. To the extent required by all applicable laws, all
amounts credited to Plan Accounts shall be held in trust for the Participants. To the extent not so
required, amounts credited to Plan Accounts may be commingled with the Company’s general assets and
applied to general corporate purposes. No interest shall be credited to Plan Accounts.



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     (b) Purchase Price. The Purchase Price for each Ordinary Share purchased on the Purchase Date shall be equal to the
Fair Market Value of such Ordinary Share on the applicable Purchase Date.







     (c) Matching Contributions. The Company may match a part of the Participant’s contribution by issuing or transferring Ordinary
Shares or providing a cash contribution for the purchase of Ordinary Shares to the Participant,
provided that in no event will the matching contributions exceed twenty percent (20%) of the amount
of the Participant’s contribution. The method for delivering such Ordinary Shares shall be at the
sole discretion of the Company. Subject to these limitations, the Committee, from time to time,
may increase or decrease the percentage of the Company’s matching contribution.







     (d) Number of Ordinary Shares Purchased. As of the Purchase Date, each Participant shall, subject to the provisions of this Section
7(d), be deemed to have elected to purchase the number of Ordinary Shares calculated in accordance
with this Section 7(d), unless the Participant has previously elected to withdraw from the Plan in
accordance with Section 5(a). The amount then in the Participant’s Plan Account shall be divided by
the Purchase Price, and the resulting number of Ordinary Shares, rounded down to the nearest whole
Ordinary Share, shall be purchased with the funds in the Participant’s Plan Account. The foregoing
notwithstanding and subject to the share limitations set forth in Section 13(a), the maximum number
of Ordinary Shares that a Participant may purchase in each Purchase Period shall not exceed 10,000
Ordinary Shares. The Committee may determine with respect to all Participants who elect to purchase
Ordinary Shares during the applicable Purchase Period that any quantity of Ordinary Shares fewer
than 10 whole Ordinary Shares, as calculated under this Section 7(d), shall be rounded down to the
next lower multiple of 10 whole Ordinary Shares. As a condition to the purchase by the Participant
of Ordinary Shares in accordance with this Section 7(d), the Participant may be required to deliver
to the Company or its authorized agent or broker, as the case may be, on or before the last day of
each Purchase Period, a cheque or cash in the amount reasonably required by the Company to satisfy
the Company’s withholding obligations under applicable tax laws arising in connection with such
purchase (unless the Company has no withholding obligation in respect of the Participant or unless
the Company and the Participant shall have made other arrangements for deductions or withholding
from the Participant’s salary, bonus or other income payable to the Participant by the Company
provided such arrangements satisfy the requirements of applicable laws).







     (e) Available Ordinary Shares Insufficient. In the event that the aggregate number of Ordinary Shares that all Participants elect to purchase
during any Purchase Period exceeds the maximum number of Ordinary Shares remaining available for
purchase under Section 13(a) hereof, then the number of Ordinary Shares to which each Participant
is entitled shall be determined by multiplying the number of Ordinary Shares available for purchase
by a fraction, the numerator of which is the number of Ordinary Shares that such Participant has
elected to purchase and the denominator of which is the number of Ordinary Shares that all
Participants have elected to purchase, rounded down to the nearest whole Ordinary Share. The
Committee may determine with respect to all Participants who elect to purchase Ordinary Shares
during the applicable Purchase Period that any quantity of Ordinary Shares fewer than 10 whole
Ordinary Shares, as calculated under this Section 7(d), shall be rounded down to the next lower
multiple of 10 whole Ordinary Shares.







     (f) Issuance or Transfer of Ordinary Shares. Subject to such consents or other required action of any competent authority under any regulations
or enactments for the time being in force as may be necessary and subject to the compliance with
the terms of the Plan and the Memorandum of Association and the Articles of Association of the
Company, the Company shall, as soon as practicable after the last day of the applicable Purchase
Period, allot the relevant Ordinary Shares or, as the case may be, procure the transfer of existing
Ordinary Shares (which may include, where desired, any Ordinary Shares held by the Company in
treasury) and, where required, dispatch to the CDP the relevant Ordinary Share certificates by
ordinary post or such other mode as the Committee may deem fit. Where new unissued Ordinary Shares
are alloted, the Company shall, as soon as practicable after such allotment and where required,
apply to any stock exchange(s) or quotation system(s) on which the Ordinary Shares may be quoted or
listed for permission to deal in and for quotation of such Ordinary Shares. Ordinary




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Shares that are allotted to a Participant shall be issued in the name of the CDP to the credit
of the securities account of that Participant maintained with the CDP, the securities sub-account
maintained with a CDP depository agent or the CPF investment account maintained with a CPF agent
bank. In any event the issuance or transfer of Ordinary Shares will be made no later than the later
of (i) the 15th day of the third month following participant’s taxable year in which the last day
of the applicable Purchase Period occurs (March 15) or (ii) the 15th day of the third month
following the Company’s taxable year in which the last day of the applicable Purchase Period
occurs.




     Subject to the Companies Act, Chapter 50 of Singapore, the Company or its authorized agent or
broker, as the case may be, shall have the flexibility to deliver Ordinary Shares to the
Participants by way of an allotment of new unissued Ordinary Shares and/or the transfer of existing
Ordinary Shares, including any Ordinary Shares held by the Company in treasury.







     (g) Unused Cash Balances. Any amount remaining in the Participant’s Plan Account (i) that is
(1) less than the Purchase Price for 10 whole Ordinary Shares (if the Committee determines in its
discretion to apply the rounding procedures described in Sections 7(d) and 7(e) hereof), or (2)
less than the Purchase Price for a whole Ordinary Share (if the Committee does not apply such
rounding procedures) and (ii) that is not authorized by the Committee to be issued as a fractional
share, shall be retained in the Plan Account for the next Purchase Period, subject to early
withdrawal by the Participant as provided in Section 5(a) hereof, without interest. Any other
amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole
Ordinary Shares that could not be purchased by reason of the share limitations set forth in Section
7(d), 7(e) or Section 13(a) hereof, in each case after deducting from such amount any expenses that
were both incurred by the Company in maintaining such account and previously communicated to the
Participant in writing shall be returned to the Participant.








			
	SECTION 8	 	LIMITATIONS ON OWNERSHIP.





     To the extent necessary to comply with the laws of any relevant jurisdiction, the Committee
shall have the discretion to adopt, on behalf of the Company, one or more sub-plans applicable to
separate classes of Eligible Employees who are subject to laws of jurisdictions outside of the
United States; provided, however, that the adoption of any plan or sub-plan must be in accordance
with the applicable stock exchange listing rules. Furthermore, to the extent necessary to comply
with the laws of any relevant jurisdiction and consistent with the purposes of the Plan and the
interests of the Company, the Committee may establish a trust in connection with the Plan or any
other employee benefit plan of the Company.








			
	SECTION 9	 	RIGHTS NOT TRANSFERABLE.





     Neither contributions credited to a Participant’s Plan Account nor any rights with regard to
the exercise of a purchase right or to receive Ordinary Shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will or the laws of descent
and distribution) by the Participant. During his or her lifetime, a Participant’s right to purchase
Ordinary Shares hereunder is exercisable only by him or her. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the Committee may treat
such act as a voluntary election to withdraw from the Plan in accordance with Section 5(a) hereof.








			
	SECTION 10	 	NO RIGHTS AS AN EMPLOYEE.





     Nothing in the Plan nor in any right granted under the Plan shall confer upon any Participant
any right to continue in the employ of a Participating Company for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Participating Companies or of



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the Participant, which rights are hereby expressly reserved by each, to terminate his or her
employment at any time and for any reason, with or without cause.









			
	SECTION 11	 	NO RIGHTS AS A SHAREHOLDER.





     A Participant shall have no rights as a shareholder with respect to any Ordinary Shares that
he or she may have a right to purchase under the Plan until such Ordinary Shares have been
purchased on the applicable Purchase Date.








			
	SECTION 12	 	SECURITIES LAW REQUIREMENTS.





     Ordinary Shares shall not be issued or transferred under the Plan unless the issuance or
transfer and delivery of such Ordinary Shares comply with (or are exempt from) all applicable
requirements of law, including, without limitation, the U.S. Securities Act of 1933, as amended,
the rules and regulations promulgated thereunder, U.S. state securities laws and regulations, and
the regulations of any securities exchange or other securities market on which the Company’s
securities may then be listed or traded.








			
	SECTION 13	 	ORDINARY SHARES OFFERED UNDER THE PLAN.









     (a) Authorized Ordinary Shares.Subject to adjustment pursuant to this Section 13, the
aggregate number of Ordinary Shares available for purchase under the Plan shall not exceed 92
million Ordinary Shares which may be treasury shares, newly issued shares or shares acquired on the
open market.







     (b) Anti-Dilution Adjustments. The following shall be adjusted proportionately by the
Committee for any increase or decrease in the number of outstanding Ordinary Shares resulting from
a subdivision or consolidation of Ordinary Shares or the payment of a share dividend, any other
increase or decrease in such Ordinary Shares effected without receipt or payment of consideration
by the Company, the distribution of the shares of a Subsidiary to the Company’s shareholders or a
similar event: (i) the aggregate number of Ordinary Shares offered under the Plan; (ii) the
Ordinary Share limitation per Purchase Period described in Section 7(d) hereof; (iii) the rounding
procedures described in Sections 7(d) and 7(e) hereof; and (iv) the price of Ordinary Shares that
any Participant has elected to purchase.







     (c) Corporate Transactions. In the event of a dissolution or liquidation of the
Company, any Purchase Period then in progress shall terminate immediately prior to the consummation
of such transaction, unless otherwise determined by the Board of Directors, and as soon as
reasonably practicable thereafter, payroll deductions (if any) shall cease and the entire amount
credited to a Participant’s Plan Account shall be refunded to him or her in cash, without interest,
after deducting from such amount any expenses that are both incurred by the Company in maintaining
such account and previously communicated to the Participant in writing. In the event of a Corporate
Transaction, each purchase right outstanding under the Plan shall be assumed or an equivalent
purchase right shall be substituted by the successor corporation or a Parent or Subsidiary of such
successor corporation. In the event that the successor corporation refuses to assume or substitute
for outstanding purchase rights in connection with a Corporate Transaction, each Purchase Period
then in progress shall be shortened and a new date shall be set, as of which any Purchase Period
then in progress will terminate.








			
	SECTION 14	 	TERMINATION, AMENDMENT OR DISCONTINUANCE.





     The Plan shall terminate automatically 7 years after the date of the later of the Plan’s
adoption by the Board or Directors or approval by the Company’s shareholders and may be terminated
on



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any earlier date pursuant to this Section 14. The Board of Directors may at any time and for
any reason terminate or amend the Plan. Except as provided in Section 13 hereof, no termination of
the Plan may affect purchase rights previously granted, provided; however, that the Plan or a
Purchase Period then in progress may be terminated by the Board of Directors if the Board of
Directors determines that termination of the Plan or the Purchase Period or both is in the best
interests of the Company and the shareholders or if continuation of the Plan, or the Purchase
Period or both would cause the Company to incur adverse accounting charges as a result of a change
after the effective date of the Plan in the generally accepted accounting rules applicable to the
Plan. Except as provided in Section 13 hereof and in this Section 14, no amendment to the Plan
shall make any change in any purchase right previously granted which adversely affects the rights
of any Participant, unless such Participant has consented to such amendment.









			
	SECTION 15	 	SHAREHOLDER APPROVAL.





     The adoption of the Plan shall be subject to approval by the shareholders of the Company. Such
shareholder approval shall be obtained in the manner and to the degree required under applicable
laws. The Plan shall not become effective and no rights shall be granted under the Plan until the
Plan is approved by the shareholders of the Company.








			
	SECTION 16	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT.





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








			
	SECTION 17	 	DEFINITIONS.





     (a) “Board of Directors” means the Board of Directors of the Company, as constituted from time
to time.



     (b) “Business Day” means a day on which the exchange on which the Ordinary Shares are traded
is open for trading of securities.



     (c) “CDP” means The Central Depository (Pte) Limited.



     (d) “Committee” means the committee, as described in Section 2 hereof.



     (e) “Company” means STATS ChipPac Ltd., a Singapore public company limited by shares.



     (f) “Compensation” means the total compensation paid in cash to a Participant by a
Participating Company, including base salary, shift premiums, overtime, commissions and bonuses.
“Compensation” shall exclude all non-cash items, moving or relocation allowances, cost-of-living
equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars
or life insurance, severance pay, fringe benefits, contributions or benefits received under
employee benefit plans, CPF contributions made by a Participating Company, income attributable to
the exercise of share options, and similar items. The Committee shall determine whether a
particular item is included in Compensation.



     (g) “Corporate Transaction” means:



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



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



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



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



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



     (h) “CPF” means Central Provident Fund.



     (i) “Eligible Employee” means any employee of a Participating Company; provided, however that
an individual shall not be considered an Eligible Employee if his or her participation in the Plan
is prohibited by the law of any country which has jurisdiction over him or her.



     (j) “Fair Market Value” means the fair market value of an Ordinary Share, determined in the
following order of priority:



          (v) If the Ordinary Shares are listed on any established stock exchange or a national market
system, the Fair Market Value shall be the mean of the high and low sales prices for an Ordinary
Share (or the mean of the high and low bids, if no sales were reported) as quoted on such exchange
or system for such date, as reported in The Straits Times or such other source as the Committee
deems reliable, unless the Ordinary Shares are acquired through an open market purchase in which
case the Fair Market Value shall be the price actually paid for such Ordinary Shares; or



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



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     (k) “Offering Date” means the first day of each Purchase Period.



     (l) “Ordinary Share” means one ordinary share in the capital of the Company, as adjusted in
accordance with Section 13 hereof.



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



     (n) “Participant” means an Eligible Employee who elects to participate in the Plan, as
provided in Section 3(b) hereof.



     (o) “Participating Company” means (i) the Company and (ii) each present or future Subsidiary
designated by the Committee as a Participating Company.



     (p) “Plan” means this STATS ChipPAC Ltd. Employee Share Purchase Plan 2004, as amended from
time to time.



     (q) “Plan Account” means the account established for each Participant pursuant to Section 7(a)
hereof.



     (r) “Purchase Date” means the day when shares are purchased at the end of each Purchase
Period.



     (s) “Purchase Period” means a period of six (6) months commencing on 15 February and 16 August
of each calendar year except for the first Purchase Period, which may commence on a different date
or extend for a different length of time as determined by the Committee in its discretion.



     (t) “Purchase Price” means the price at which Participants may purchase Ordinary Shares under
the Plan, as determined pursuant to Section 7(b) hereof.



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



     (v) “U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.



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	SECTION 18	 	EXECUTION.





     To record the adoption of the Plan by the Board of Directors and approval of the shareholders
of the Company, the Company has caused this Plan to be executed by its duly authorized officer.



	 	 	 	 	 
	 	STATS ChipPAC Ltd.



 	 
	 	By:  	 	 
	 	 	 	 
	 	Title:  	 	 
	 




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