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                                                                     EXHIBIT 4.2


                         FLEXTRONICS INTERNATIONAL LTD.

                             1993 SHARE OPTION PLAN

              (AS AMENDED AND RESTATED THROUGH SEPTEMBER 21, 2000)

                                   ARTICLE ONE

                                     GENERAL

I. PURPOSE OF THE PLAN

        A. This 1993 Share Option Plan (the "Plan") is intended to promote the
interests of Flextronics International Ltd., a Singapore corporation (the
"Corporation"), by providing (i) key employees (including officers) of the
Corporation (or its parent or subsidiary corporations) who are responsible for
the management, growth and financial success of the Corporation (or its parent
or subsidiary corporations), (ii) certain non-employee members of the
Corporation's Board of Directors (the "Board") and (iii) certain consultants and
other independent contractors who provide valuable services to the Corporation
(or its parent or subsidiary corporations) with the opportunity to acquire a
proprietary interest, or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in the service of the Corporation
(or its parent or subsidiary corporations).

        B. The Plan shall become effective on December 1, 1993 upon adoption by
the Board, and such date shall accordingly constitute the Effective Date of the
Plan.

II. DEFINITIONS

        A. For purposes of the Plan, the following definitions shall be in
effect:

        BOARD: the Corporation's Board of Directors.

        CHANGE IN CONTROL: a change in ownership or control of the Corporation
effected through either of the following transactions:

                a. the direct or indirect acquisition by any person or related
        group of persons (other than the Corporation or a person that directly
        or indirectly controls, is controlled by, or is under common control
        with, the Corporation) of beneficial ownership (within the meaning of
        Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
        percent (50%) of the total combined voting power of the Corporation's
        outstanding securities pursuant to a tender or exchange offer made
        directly to the Corporation's stockholders which the Board does not
        recommend such stockholders to accept; or

                b. a change in the composition of the Board over a period of
        thirty-six (36) consecutive months or less such that a majority of the
        Board members (rounded up to the next whole number) ceases, by reason of
        one or more proxy contests for the election of Board members, to be
        comprised of individuals who either (i) have been Board members
        continuously since the beginning of such period or (ii) have been
        elected or nominated for election as Board members during such period by
        at least a majority of the Board members described in clause (i) who
        were still in office at the time such election or nomination was
        approved by the Board.

        CODE: the U.S. Internal Revenue Code of 1986, as amended.

        CORPORATE TRANSACTION: any of the following stockholder-approved
transactions to which the Corporation is a party:


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                a. a merger or consolidation in which the Corporation is not the
        surviving entity, except for a transaction the principal purpose of
        which is to change the state in which the Corporation is incorporated,

                b. the sale, transfer or other disposition of all or
        substantially all of the assets of the Corporation in complete
        liquidation or dissolution of the Corporation, or

                c. any reverse merger in which the Corporation is the surviving
        entity but in which securities possessing more than fifty percent (50%)
        of the total combined voting power of the Corporation's outstanding
        securities are transferred to a person or persons different from the
        persons holding those securities immediately prior to such merger.

        EMPLOYEE: an individual who performs services while in the employ of the
Corporation or one or more parent or subsidiary corporations, subject to the
control and direction of the employer entity not only as to the work to be
performed but also as to the manner and method of performance.

        EXERCISE DATE: the date on which the Corporation shall have received
written notice of the option exercise.

        FAIR MARKET VALUE: the Fair Market Value per Ordinary Share determined
in accordance with the following provisions:

                a. If the Ordinary Shares are not at the time listed or admitted
        to trading on any U.S. national stock exchange but are traded on the
        Nasdaq National Market, the Fair Market Value shall be the closing
        selling price per Ordinary Share on the date in question, as such price
        is reported by the National Association of Securities Dealers through
        the Nasdaq National Market or any successor system. If there is no
        reported closing selling price for the Ordinary Shares on the date in
        question, then the closing selling price per Ordinary Share on the last
        preceding date for which such quotation exists shall be determinative of
        Fair Market Value.

                b. If the Ordinary Shares are at the time listed or admitted to
        trading on any U.S. national stock exchange, then the Fair Market Value
        shall be the closing selling price per Ordinary Share on the date in
        question on the U.S. exchange determined by the Plan Administrator to be
        the primary market for the Ordinary Shares, as such price is officially
        quoted in the composite tape of transactions on such exchange. If there
        is no reported sale of the Ordinary Shares on such exchange on the date
        in question, then the Fair Market Value shall be the closing selling
        price per Ordinary Share on the exchange on the last preceding date for
        which such quotation exists.

                c. If the Ordinary Shares are on the date in question neither
        listed nor admitted to trading on any U.S. national stock exchange nor
        traded on the Nasdaq National Market, then the Fair Market Value per
        Ordinary Share on such date shall be determined by the Plan
        Administrator after taking into account such factors as the Plan
        Administrator shall deem appropriate.

        HOSTILE TAKE-OVER: a change in ownership of the Corporation effected
through the following transaction:

                a. the direct or indirect acquisition by any person or related
        group of persons (other than the Corporation or a person that directly
        or indirectly controls, is controlled by, or is under common control
        with, the Corporation) of beneficial ownership (within the meaning of
        Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
        percent (50%) of the total combined voting power of the Corporation's
        outstanding securities pursuant to a tender or exchange offer made
        directly to the Corporation's stockholders which the Board does not
        recommend such stockholders to accept, and

                b. the acceptance of more than fifty percent (50%) of the
        securities so acquired in such tender or exchange offer from holders
        other than Section 16 Insiders.


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        INCENTIVE OPTION: a stock option which satisfies the requirements of
Code Section 422.

        INITIAL AUTOMATIC GRANT DATE: January 24, 1994.

        1934 ACT: the U.S. Securities and Exchange Act of 1934, as amended from
time to time.

        NON-STATUTORY OPTION: a stock option not intended to meet the
requirements of Code Section 422.

        OPTIONEE: any person to whom an option is granted under the
Discretionary Option Grant or Automatic Option Grant Program in effect under the
Plan.

        ORDINARY SHARES: ordinary shares of the Corporation with a par value of
S$0.01 per share.

        PARENT: any corporation (other than the Corporation) in an unbroken
chain of corporations ending with the Corporation, provided each corporation in
the unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing more than fifty percent (50%) of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

        PERMANENT DISABILITY OR PERMANENTLY DISABLED: the inability of the
Optionee or the Participant to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment expected to
result in death or to be of continuous duration of twelve (12) months or more.

        PLAN ADMINISTRATOR: the particular entity, whether the Primary
Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant Program with respect to one or more
classes of eligible persons, to the extent such entity is carrying out its
administrative functions under that program with respect to the persons under
its jurisdiction.

        PRIMARY COMMITTEE: the committee of two (2) or more non-employee Board
members appointed by the Board to administer the Discretionary Option Grant
Program with respect to Section 16 Insiders.

        SECONDARY COMMITTEE: the committee of one (1) or more Board members
appointed by the Board to administer the Discretionary Option Grant Program with
respect to eligible persons other than Section 16 Insiders.

        SERVICE: the performance of services on a periodic basis to the
Corporation (or any parent or subsidiary corporation) in the capacity of an
Employee, a non-employee member of the Board or an independent consultant or
advisor, except to the extent otherwise specifically provided in the applicable
stock option agreement.

        SECTION 12(g) REGISTRATION DATE: the date on which the initial
registration of the Ordinary Shares under Section 12(g) of the 1934 Act becomes
effective.

        SECTION 16 INSIDER: an officer or director of the Corporation subject to
the short-swing profit restrictions of Section 16 of the 1934 Act.

        SUBSIDIARY: any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation
(other than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing more than fifty percent (50%) of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

        TAKE-OVER PRICE: the greater of (a) the Fair Market Value per Ordinary
Share on the date the particular option to purchase Ordinary Shares is
surrendered to the Corporation in connection with a Hostile Take-Over or (b) the
highest reported price per Ordinary Share paid by the tender offeror in
effecting such Hostile Take-Over. However, if the surrendered option is an
Incentive Option, the Take-Over Price shall not exceed the clause (a) price per
share.


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        UNDERWRITING EXECUTION DATE: the date on which the Underwriting
Agreement for the initial public offering of the Ordinary Shares in the U.S. is
executed and priced.

        B. The following provisions shall be applicable in determining the
parent and subsidiary corporations of the Corporation:

                Any corporation (other than the Corporation) in an unbroken
        chain of corporations ending with the Corporation shall be considered to
        be a PARENT of the Corporation, provided each such corporation in the
        unbroken chain (other than the Corporation) owns, at the time of the
        determination, stock possessing fifty percent (50%) or more of the total
        combined voting power of all classes of stock in one of the other
        corporations in such chain.

                Each corporation (other than the Corporation) in an unbroken
        chain of corporations beginning with the Corporation shall be considered
        to be a SUBSIDIARY of the Corporation, provided each such corporation in
        the unbroken chain (other than the last corporation) owns, at the time
        of the determination, stock possessing fifty percent (50%) or more of
        the total combined voting power of all classes of stock in one of the
        other corporations in such chain.

III. STRUCTURE OF THE PLAN

        A. Stock Programs. The Plan shall be divided into two (2) components:
the Discretionary Option Grant Program specified in Article Two and the
Automatic Option Grant Program specified in Article Three. Under the
Discretionary Option Grant Program, eligible individuals may, at the discretion
of the Plan Administrator, be granted options to purchase Ordinary Shares in
accordance with the provisions of Article Two. Under the Automatic Option Grant
Program, non-employee members of the Board will receive special option grants at
periodic intervals to purchase Ordinary Shares in accordance with the provisions
of Article Three.

        B. General Provisions. Unless the context clearly indicates otherwise,
the provisions of Articles One and Four shall apply to the Discretionary Option
Grant and the Automatic Option Grant Programs and shall accordingly govern the
interests of all individuals under the Plan.

IV. ADMINISTRATION OF THE PLAN

        A. The Primary Committee shall have sole and exclusive authority to
administer the Discretionary Option Grant Program with respect to Section 16
Insiders. No non-employee Board member shall be eligible to serve on the Primary
Committee if such individual has, during the twelve (12)-month period
immediately preceding the date of his or her appointment to the Committee or (if
shorter) the period commencing with the Section 12(g) Registration Date and
ending with the date of his or her appointment to the Primary Committee,
received an option grant under the Plan or any other stock option, stock
appreciation, stock bonus or other stock plan of the Corporation (or any parent
or subsidiary corporation), other than pursuant to the Automatic Option Grant
Program.

        B. Administration of the Discretionary Option Grant Program with respect
to all other persons eligible to participate in that program may, at the Board's
discretion, be vested in the Primary Committee or a Secondary Committee, or the
Board may retain the power to administer that program with respect to all such
persons. The members of the Secondary Committee may be Board members who are
Employees eligible to receive discretionary option grants under the Plan or any
other stock option, stock appreciation, stock bonus or other stock plan of the
Corporation (or any Parent or Subsidiary).

        C. Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time. The Board may also at any time terminate the functions of
any Secondary Committee and reassume all powers and authority previously
delegated to such committee.


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        D. Each Plan Administrator shall, within the scope of its administrative
functions under the Plan, have full power and authority (subject to the
provisions of the Plan) to establish such rules and regulations as it may deem
appropriate for proper administration of the Discretionary Option Grant Program
and to make such determinations under, and issue such interpretations of the
provisions of such program and any outstanding options or stock issuances
thereunder as it may deem necessary or advisable. Decisions of the Plan
Administrator within the scope of its administrative functions under the Plan
shall be final and binding on all parties who have an interest in the
Discretionary Option Grant Program under its jurisdiction or any option grant
thereunder.

        E. Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants under the Plan.

        F. Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms and conditions of that program, and
no Plan Administrator shall exercise any discretionary functions with respect to
any option grants made under that program.

V. OPTION GRANTS

        A. The persons eligible to participate in the Discretionary Option Grant
Program under Article Two shall be limited to the following:

                l. officers and other key employees of the Corporation (or its
        parent or subsidiary corporations) who render services which contribute
        to the management, growth and financial success of the Corporation (or
        its parent or subsidiary corporations); and

                2. those consultants or other independent contractors who
        provide valuable services to the Corporation (or its parent or
        subsidiary corporations) but who are not residents of Singapore.

        B. Non-employee Board members shall not be eligible to participate in
the Discretionary Option Grant Program. Such individuals shall, however, be
eligible to receive automatic option grants pursuant to the provisions of
Article Three, provided such individuals are not residents of Singapore.

        C. The Plan Administrator shall have full authority to determine which
eligible individuals are to receive option grants under the Discretionary Option
Grant Program, the number of Ordinary Shares to be covered by each such grant,
the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times at which each granted option is to
become exercisable and the maximum term for which the option may remain
outstanding.

        D. Options may be granted to eligible individuals or upon the request of
any such individual to a trust or other entity for the benefit of such
individual at the discretion of the Plan Administrator.

VI. STOCK SUBJECT TO THE PLAN

        A. The maximum number of Ordinary Shares which may be issued over the
term of the Plan shall not exceed 50,800,000* Ordinary Shares, subject to
adjustment from time to time in accordance with the provisions of this Section
VI. The Ordinary Shares reserved for issuance under the Plan shall be drawn from
the Corporation's authorized but unissued Ordinary Shares.

        B. In no event may the aggregate number of Ordinary Shares for which any
one individual participating in the Plan may be granted stock options exceed
4,000,000* Ordinary Shares annually.


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        C. Should one or more outstanding options under this Plan expire or
terminate for any reason prior to exercise in full (including any option
cancelled in accordance with the cancellation-regrant provisions of Section IV
of Article Two of the Plan), then the Ordinary Shares subject to the portion of
each option not so exercised shall be available for subsequent issuance under
the Plan. Ordinary Shares subject to any option or portion thereof surrendered
in accordance with Section V of Article Two or Section III of Article Three and
all Ordinary Shares issued under the Plan shall reduce on a share-for-share
basis the number of Ordinary Shares available for subsequent issuance the Plan.

        D. Should any change be made to the Ordinary Shares issuable under the
Plan by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the outstanding Ordinary
Shares as a class without the Corporation's receipt of consideration, then
appropriate adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the maximum number and/or class of
securities for which any one individual participating in the Plan may be granted
stock options over the term of the Plan, (iii) the number and/or class of
securities and price per share in effect under each option outstanding under the
Discretionary Option Grant or Automatic Option Grant Program, and (iv) the class
of securities for which automatic option grants are to be subsequently made to
newly elected or continuing non-employee Board members under Automatic Option
Grant Program. Such adjustments to the outstanding options are to be effected in
a manner which shall preclude the enlargement or dilution of rights and benefits
under such options. The adjustments determined by the Plan Administrator shall
be final, binding and conclusive. In no event shall such adjustments be made to
the number of securities for which automatic option grants are to be
subsequently made to newly elected or continuing non-employee Board members
under the Automatic Option Grant Program.

        E. The repricing, replacement or regranting of any previously granted
share option, through cancellation or by lowering the exercise price of such
share option, shall be prohibited unless the shareholders of the Company first
approve such repricing, replacement or regranting.

                                   ARTICLE TWO

                       DISCRETIONARY OPTION GRANT PROGRAM

I. TERMS AND CONDITIONS OF OPTIONS

        Options granted pursuant to the Discretionary Option Grant Program shall
be authorized by action of the Plan Administrator and may, at the Plan
Administrator's discretion, be either Incentive Options or Non-Statutory
Options. Individuals who are not Employees of the Corporation or its parent or
subsidiary corporations may only be granted Non-Statutory Options. Each granted
option shall be evidenced by one or more instruments in the form approved by the
Plan Administrator; provided, however, that each such instrument shall comply
with the terms and conditions specified below. Each instrument evidencing an
Incentive Option shall, in addition, be subject to the applicable provisions of
Section II of this Article Two.

        A. Exercise Price.

                1. The exercise price per Ordinary Share shall be fixed by the
Plan Administrator in accordance with the following provisions:

                a. The exercise price per Ordinary Share subject to an Incentive
        Option shall in no event be less than one hundred percent (100%) of the
        Fair Market Value per Ordinary Share on the grant date.

                b. The exercise price per Ordinary Share subject to a
        Non-Statutory Option shall in no event be less than eighty-five percent
        (85%) of the Fair Market Value per Ordinary Share on the grant date.


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                c. In no event may the exercise price per Ordinary Share subject
        to any Incentive or Non-Statutory Option be less than the par value of
        such Ordinary Share.

                2. The exercise price shall become immediately due upon exercise
of the option and, subject to the provisions of Section I of Article Four and
the instrument evidencing the grant, shall be payable in one of the following
alternative forms specified below:

                a. full payment in cash or check made payable to the
        Corporation's order;

                b. full payment through a broker-dealer sale and remittance
        procedure pursuant to which the Optionee shall provide concurrent
        irrevocable written instructions (i) to a Corporation-designated
        brokerage firm to effect the immediate sale of the purchased Ordinary
        Shares and remit to the Corporation, out of the sale proceeds available
        on the settlement date, sufficient funds to cover the aggregate exercise
        price payable for the purchased Ordinary Shares plus all applicable
        Federal, state and local income and employment taxes required to be
        withheld by the Corporation in connection with such purchase and (ii) to
        the Corporation to deliver the certificates for the purchased Ordinary
        Shares directly to such brokerage firm in order to complete the sale
        transaction; or

                c. conversion of a convertible note issued by the Corporation or
        a Subsidiary, the terms of which provide that it is convertible into
        Ordinary Shares issuable pursuant to the 1993 Plan (with the principal
        amount and any accrued interest being converted and credited dollar for
        dollar to the payment of the exercise price).

        B. Term and Exercise of Options. Each option granted under this
Discretionary Option Grant Program shall be exercisable at such time or times
and during such period as is determined by the Plan Administrator and set forth
in the instrument evidencing the grant. No such option, however, shall have a
maximum term in excess of five (5) years measured from the grant date. The
option, together with any stock appreciation rights pertaining to such option,
shall be exercisable only by the Optionee and shall not be assignable by the
Optionee, except for a transfer of the option effected by will or the laws of
descent or distribution following the Optionee's death. Notwithstanding the
foregoing, (i) Optionees may transfer or assign their options (other than
Incentive Options) to family members (as defined below) through a gift or a
domestic relations order (and not in a transfer for value), and (ii) if the
terms of the applicable instrument evidencing the grant of an option so provide,
Optionees who reside outside of the United States and Singapore may assign their
options to a financial institution outside of the United States and Singapore
that has been approved by the Plan Administrator, in accordance with the terms
of the applicable instrument. The Optionee shall be solely responsible for
effecting any such assignment, and for ensuring that such assignment is valid,
legal and binding under all applicable laws. The Plan Administrator shall have
the discretion to adopt such rules as it deems necessary to ensure that any
assignment is in compliance with all applicable laws.

        C. Termination of Service.

                1. The following provisions shall govern the exercise period
applicable to any outstanding options held by the Optionee at the time of
cessation of Service or death.

                        a. Should an Optionee cease Service for any reason
                (including death or Permanent Disability) while holding one or
                more outstanding options under this Article Two, then none of
                those options shall (except to the extent otherwise provided
                pursuant to subparagraph 3 below) remain exercisable for more
                than a twenty-four (24)-month period (or such shorter period
                determined by the Plan Administrator and set forth in the
                instrument evidencing the grant) measured from the date of such
                cessation of Service.

                        b. Any option held by the Optionee under this Article
                Two and exercisable in whole or in part on the date of his or
                her death may be subsequently exercised by the personal


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                representative of the Optionee's estate or by the person or
                persons to whom the option is transferred pursuant to the
                Optionee's will or in accordance with the laws of descent and
                distribution. However, the right to exercise such option shall
                lapse upon the earlier of (i) the second anniversary of the date
                of the Optionee's death (or such shorter period determined by
                the Plan Administrator and set forth in the instrument
                evidencing the grant) or (ii) the specified expiration date of
                the option term. Accordingly, upon the occurrence of the earlier
                event, the option shall terminate and cease to remain
                outstanding.

                c. Under no circumstances shall any such option be exercisable
        after the specified expiration date of the option term.

                d. During the applicable post-Service exercise period, the
        option may not be exercised in the aggregate for more than the number of
        Ordinary Shares (if any) for which that option is exercisable at the
        time of the Optionee's cessation of Service. Upon the expiration of the
        limited post-Service exercise period or (if earlier) upon the specified
        expiration date of the option term, each such option shall terminate and
        cease to be outstanding with respect to any vested Ordinary Shares for
        which the option has not otherwise been exercised. However, each
        outstanding option shall immediately terminate and cease to be
        outstanding, at the time of the Optionee's cessation of Service, with
        respect to any Ordinary Shares for which the option is not otherwise at
        that time exercisable or in which Optionee is not otherwise vested.

                e. Should (i) the Optionee's Service be terminated for
        misconduct (including, but not limited to, any act of dishonesty,
        willful misconduct, fraud or embezzlement) or (ii) the Optionee make any
        unauthorized use or disclosure of confidential information or trade
        secrets of the Corporation or its parent or subsidiary corporations,
        then in any such event all outstanding options held by the Optionee
        under this Article Two shall terminate immediately and cease to remain
        outstanding.

                2. The Plan Administrator shall have complete discretion,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to permit one or more options held by the Optionee
under this Article Two to be exercised, during the limited post-Service exercise
period applicable under this paragraph C., not only with respect to the number
of vested Ordinary Shares for which each such option is exercisable at the time
of the Optionee's cessation of Service but also with respect to one or more
subsequent installments of vested Ordinary Shares for which the option would
otherwise have become exercisable had such cessation of Service not occurred.

                3. The Plan Administrator shall also have full power and
authority, exercisable either at the time the option is granted or at any time
while the option remains outstanding, to extend the period of time for which the
option is to remain exercisable following the Optionee's cessation of Service or
death from the limited period in effect under subparagraph 1. above to such
greater period of time as the Plan Administrator shall deem appropriate. In no
event, however, shall such option be exercisable after the specified expiration
date of the option term.

        D. Stockholder Rights. An optionee shall have no stockholder rights with
respect to the Ordinary Shares subject to the option until such individual shall
have exercised the option and paid the exercise price for the purchased Ordinary
Shares.

II. INCENTIVE OPTIONS

        The terms and conditions specified below shall be applicable to all
Incentive Options granted under this Article Two. Incentive Options may only be
granted to individuals who are Employees of the Corporation. Options which are
specifically designated as Non-Statutory Options when issued under the Plan
shall not be subject to such terms and conditions. Except as so modified by this
Section II, the provisions of Articles One, Two and Four of the Plan shall apply
to all Incentive Options granted hereunder.


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        A. Dollar Limitation. The aggregate Fair Market Value (determined as of
the respective date or dates of grant) of the Ordinary Shares for which one or
more options granted to any Employee under this Plan (or any other option plan
of the Corporation or its parent or subsidiary corporations) may for the first
time become exercisable as incentive stock options under the Code during any one
calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent the Employee holds two (2) or more such options which
become exercisable for the first time in the same calendar year, the foregoing
limitation on the exercisability of such options as incentive stock options
under the Code shall be applied on the basis of the order in which such options
are granted. Should the number of Ordinary Shares for which any Incentive Option
first becomes exercisable in any calendar year exceed the applicable One Hundred
Thousand Dollar ($100,000) limitation, then that option may nevertheless be
exercised in such calendar year for the excess number of shares as a
non-statutory option under the Code.

        B. 10% Stockholder. If any individual to whom an Incentive Option is
granted is the owner of stock (as determined under Section 424(d) of the Code)
possessing ten percent (10%) or more of the total combined voting power of all
classes of stock of the Corporation or any one of its parent or subsidiary
corporations, then the exercise price per Ordinary Share shall not be less than
the greater of (i) one hundred and ten percent (110%) of the Fair Market Value
per Ordinary Share on the grant date or (ii) the par value of such Ordinary
Share.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL

        A. In the event of any Corporate Transaction, each option which is at
the time outstanding under this Article Two shall automatically accelerate so
that each such option shall, immediately prior to the specified effective date
for the Corporate Transaction, become fully exercisable with respect to the
total number of Ordinary Shares at the time subject to such option and may be
exercised for all or any portion of such Ordinary Shares. However, an
outstanding option under this Article Two shall not so accelerate if and to the
extent: (i) such option is, in connection with the Corporate Transaction, either
to be assumed by the successor corporation or parent thereof or to be replaced
with a comparable option to purchase shares of the capital stock of the
successor corporation or parent thereof, (ii) such option is to be replaced with
a cash incentive program of the successor corporation which preserves the option
spread existing at the time of the Corporate Transaction and provides for
subsequent payout in accordance with the same vesting schedule applicable to
such option or (iii) the acceleration of such option is subject to other
limitations imposed by the Plan Administrator at the time of the option grant.
The determination of option comparability under clause (i) above shall be made
by the Plan Administrator, and its determination shall be final, binding and
conclusive.

        B. Immediately following the consummation of the Corporate Transaction,
all outstanding options under this Article Two shall terminate and cease to
remain outstanding, except to the extent assumed by the successor corporation or
its parent company.

        C. Each outstanding option under this Article Two which is assumed in
connection with the Corporate Transaction or is otherwise to continue in effect
shall be appropriately adjusted, immediately after such Corporate Transaction,
to apply and pertain to the number and class of securities which would have been
issued to the option holder, in consummation of such Corporate Transaction, had
such person exercised the option immediately prior to such Corporate
Transaction. Appropriate adjustments shall also be made to the exercise price
payable per share, provided the aggregate exercise price payable for such
securities shall remain the same. In addition, the class and number of
securities available for issuance under the Plan following the consummation of
the Corporate Transaction shall be appropriately adjusted.

        D. The Plan Administrator shall have the discretion, exercisable either
in advance of any actually-anticipated Corporate Transaction or at the time of
an actual Corporate Transaction, to provide (upon such terms as it may deem
appropriate) for the automatic acceleration of one or more outstanding options
granted under the Plan which are assumed or replaced in the Corporate
Transaction and do not otherwise accelerate at that time, in the event the
Optionee's Service should subsequently terminate within a designated period
following such Corporate Transaction.


                                       9
<PAGE>   10

        E. The Plan Administrator shall have the discretionary authority,
exercisable either in advance of any actually-anticipated Change in Control or
at the time of an actual Change in Control, to provide for the automatic
acceleration of one or more outstanding options under this Article Two upon the
occurrence of the Change in Control. The Plan Administrator shall also have full
power and authority to condition any such option acceleration upon the
subsequent termination of the Optionee's Service within a specified period
following the Change in Control.

        F. Any options accelerated in connection with the Change in Control
shall remain fully exercisable until the expiration or sooner termination of the
option term.

        G. The grant of options under this Article Two shall in no way affect
the right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.

        H. The portion of any Incentive Option accelerated under this Section
III in connection with a Corporate Transaction or Change in Control shall remain
exercisable as an incentive stock option under the Code only to the extent the
dollar limitation of Section II of this Article Two is not exceeded. To the
extent such dollar limitation is exceeded, the accelerated portion of such
option shall be exercisable as a non-statutory option under the Code.

IV. CANCELLATION AND REGRANT OF OPTIONS

        The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected Optionees, the
cancellation of any or all outstanding options under this Article Two and to
grant in substitution new options under the Plan covering the same or different
numbers of Ordinary Shares but with an exercise price per Ordinary Share not
less than (i) eighty-five percent (85%) of the Fair Market Value per Ordinary
Share on the new grant date or (ii) one hundred percent (100%) of such Fair
Market Value in the case of an Incentive Option, but in no event shall the
exercise price per Ordinary Share be less than the par value of such Ordinary
Share.

V. STOCK APPRECIATION RIGHTS

        A. Provided and only if the Plan Administrator determines in its
discretion to implement the stock appreciation right provisions of this Section
V, one or more Optionees may be granted the right, exercisable upon such terms
and conditions as the Plan Administrator may establish, to surrender all or part
of an unexercised option under this Article Two in exchange for a distribution
from the Corporation in an amount equal to the excess of (i) the Fair Market
Value (on the option surrender date) of the number of vested Ordinary Shares for
which the surrendered option (or surrendered portion thereof) is at the time
exercisable over (ii) the aggregate exercise price payable for such vested
Ordinary Shares.

        B. No surrender of an option shall be effective hereunder unless it is
approved by the Plan Administrator. If the surrender is so approved, then the
distribution to which the Optionee shall accordingly become entitled under this
Section V may be made in Ordinary Shares valued at Fair Market Value on the
option surrender date, in cash, or partly in Ordinary Shares and partly in cash,
as the Plan Administrator shall in its sole discretion deem appropriate.

        C. If the surrender of an option is rejected by the Plan Administrator,
then the Optionee shall retain whatever rights the Optionee had under the
surrendered option (or surrendered portion thereof) on the option surrender date
and may exercise such rights at any time prior to the later of (i) five (5)
business days after the receipt of the rejection notice or (ii) the last day on
which the option is otherwise exercisable in accordance with the terms of the
instrument evidencing such option, but in no event may such rights be exercised
more than five (5) years after the date of the option grant.

        D. One or more Section 16 Insiders may, in the Plan Administrator's sole
discretion, be granted limited stock appreciation rights in tandem with their
outstanding options under this Article Two. Upon the


                                       10
<PAGE>   11

occurrence of a Hostile Take-Over, the Section 16 Insider shall have a thirty
(30)-day period in which he or she may surrender any outstanding options with
such a limited stock appreciation right in effect for at least six (6) months to
the Corporation, to the extent such option is at the time exercisable for vested
Ordinary Shares. The Section 16 Insiders shall in return be entitled to a cash
distribution from the Corporation in an amount equal to the excess of (i) the
Take-Over Price of the vested Ordinary Shares for which each surrendered option
(or surrendered portion thereof) is at the time exercisable over (ii) the
aggregate exercise price payable for such Ordinary Shares. The cash distribution
payable upon such option surrender shall be made within five (5) days following
the date the option is surrendered to the Corporation. Neither the approval of
the Plan Administrator nor the consent of the Board shall be required in
connection with such option surrender and cash distribution. Any unsurrendered
portion of the option shall continue to remain outstanding and become
exercisable in accordance with the terms of the instrument evidencing such
grant.

        E. The Ordinary Shares subject to any option surrendered for an
appreciation distribution pursuant to this Section V shall not be available for
subsequent issuance under the Plan.

                                  ARTICLE THREE

                         AUTOMATIC OPTION GRANT PROGRAM

I. ELIGIBILITY

        A. Eligible Directors. The individuals eligible to receive automatic
option grants pursuant to the provisions of this Article Three shall be limited
to (i) those individuals who are serving as non-employee Board members on the
Initial Automatic Grant Date, (ii) those individuals who are first elected or
appointed as non-employee Board members after the Initial Automatic Grant Date,
whether through appointment by the Board or election by the Corporation's
stockholders, and (iii) those individuals who continue to serve as non-employee
Board members at one or more Annual Stockholders Meetings held after the
Underwriting Execution Date. In no event, however, may any non-employee Board
member who is a Singapore resident participate in this Automatic Option Grant
Program. Any non-employee Board member eligible to participate in the Automatic
Option Grant Program pursuant to the foregoing criteria shall be designated an
Eligible Director for purposes of the Plan.

        B. Limitation. Except for the option grants to be made pursuant to the
provisions of this Automatic Option Grant Program, a non-employee Board member
shall not be entitled to receive any additional option grants or stock issuances
under this Plan or any other stock plan of the Corporation (or its parent or
subsidiaries) during his or her period of Board service.

II. TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS

        A. Grant Dates. Option grants shall be made under this Article Three on
the dates specified below:

                1. Initial Grant.

                Each individual serving as an Eligible Director on the Initial
Automatic Grant Date shall automatically be granted on such date a Non-Statutory
Option to purchase 30,000 Ordinary Shares upon the terms and conditions of this
Article Three.

                Each individual who first becomes an Eligible Director after the
Initial Automatic Grant Date, whether through election by the stockholders or
appointment by the Board, shall automatically be granted, at the time of such
initial election or appointment, a Non-Statutory Option to purchase 30,000*
Ordinary Shares upon the terms and conditions of this Article Three.

                2. Annual Grant. On the date of each Annual Stockholders Meeting
held after the Underwriting Execution Date, each individual who is at that time
serving as an Eligible Director, whether or not such individual is standing for
reelection as a Board member at that Annual Meeting, shall automatically be
granted a


                                       11
<PAGE>   12

Non-Statutory Option to purchase an additional 6,000* Ordinary Shares upon the
terms and conditions of this Article Three, provided such individual has served
as a Board member for at least six (6) months.

        B. There shall be no limit on the number of such 6,000* Ordinary Share
option grants any one Eligible Director may receive over his or her period of
Board service. The number of Ordinary Shares for which the automatic option
grants are to be made to each newly elected or continuing Eligible Director
shall be subject to periodic adjustment pursuant to the applicable provisions of
Section VI.C. of Article One.

        C. Exercise Price. The exercise price per Ordinary Share subject to each
automatic option grant made under this Article Three shall be determined as
follows:

        - For each automatic option grant made on the Initial Automatic Grant
Date, the exercise price per Ordinary Share shall be equal to the Fair Market
Value per Ordinary Share on such date as shall be determined by the Plan
Administrator after taking into account such factors as the Plan Administrator
deems relevant.

        - For all other automatic option grants, the exercise price per Ordinary
Share shall be equal to one hundred percent (100%) of the Fair Market Value per
Ordinary Share on the automatic grant date, but in no event less than the par
value of such Ordinary Share.

        D. Payment. The exercise price shall be payable in one of the
alternative forms specified below:

                1. full payment in cash or check made payable to the
Corporation's order; or

                2. to the extent the option is exercised for vested Ordinary
Shares, full payment through a sale and remittance procedure pursuant to which
the non-employee Board member shall provide concurrent irrevocable written
instructions (i) to a Corporation-designated brokerage firm to effect the
immediate sale of the purchased Ordinary Shares and remit to the Corporation,
out of the sale proceeds available on the settlement date, sufficient funds to
cover the aggregate exercise price payable for the purchased Ordinary Shares and
(ii) to the Corporation to deliver the certificates for the purchased Ordinary
Shares directly to such brokerage firm in order to complete the sale
transaction.

        E. Option Term. Each automatic grant under this Article Three shall have
a maximum term of ten (10) years measured from the automatic grant date, except
that any grant to a person who is not an employee of the Company or a related
entity will have a maximum term of five (5) years.

        F. Exercisability. Each automatic grant shall become exercisable for the
Ordinary Shares subject to that grant in a series of successive equal monthly
installments upon the Optionee's completion of each month of Board service over
the twenty-four (24) month period measured from the automatic grant date. The
exercisability of each such grant shall be subject to acceleration as provided
in Section II.G and Section III of this Article Three. In no event, however,
shall any automatic option grant become exercisable for any additional Ordinary
Shares after the Optionee's cessation of Board service.

        G. Transferability. During the lifetime of the Optionee, each automatic
option grant, together with the limited stock appreciation right pertaining to
such option, shall be exercisable only by the Optionee and shall not be
assignable or transferable by the Optionee, except for a transfer of the option
effected by will or the laws of descent or distribution following the Optionee's
death. Notwithstanding the foregoing, (i) Optionees may transfer or assign their
options (other than Incentive Options) to family members (as defined below)
through a gift or domestic relations order (and not in a transfer for value),
and (ii) if the terms of the applicable Award Agreement so provide, Optionees
who reside outside of the United States and Singapore may assign their options
to a financial institution outside of the United States and Singapore that has
been approved by the Committee, in accordance with the terms of the applicable
award agreement. The Optionee shall be solely responsible for effecting any such
assignment, and for ensuring that such assignment is valid, legal and binding
under all applicable laws. The Committee shall have the discretion to establish
such rules as it deems necessary to ensure that all such assignments are made in
compliance with all applicable laws. For purposes of this paragraph, "family
member" includes any child, stepchild, grandchild,


                                       12
<PAGE>   13

parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
employee's household (other than a tenant or employee), a trust in which these
persons have more than fifty percent of the beneficial interest, a foundation in
which these persons (or the employee) control the management of assets, and any
other entity in which these persons (or the employee) own more than fifty
percent of the voting interests.

        H. Termination of Board Service.

                1. Should the Optionee cease to serve as a Board member for any
reason (other than death or Permanent Disability) while holding one or more
automatic option grants under this Article Three, then such individual shall
have a six (6)-month period following the date of such cessation of Board
service in which to exercise each such option for any or all of the option
shares for which the option is exercisable at the time of such cessation of
Board service. Each such option shall immediately terminate and cease to remain
outstanding, at the time of the Optionee's cessation of Board service, with
respect to any option shares for which the option is not otherwise at that time
exercisable.

                2. Should the Optionee die within six (6) months after cessation
of Board service, then any automatic option grant held by the Optionee at the
time of death may subsequently be exercised, for any or all of the option shares
for which the option is exercisable at the time of the Optionee's cessation of
Board service (less any option shares subsequently purchased by the Optionee
prior to death), by the personal representative of the Optionee's estate or by
the person or persons to whom the option is transferred pursuant to the
Optionee's will or in accordance with the laws of descent and distribution. The
right to exercise each such option shall lapse upon the expiration of the twelve
(12)-month period measured from the date of the Optionee's death.

                3. Should the Optionee die or become Permanently Disabled while
serving as a Board member, then each automatic option grant held by such
Optionee under this Article Three shall immediately become exercisable for all
the Ordinary Shares subject to that option, and the Optionee (or the
representative of the Optionee's estate or the person or persons to whom the
option is transferred upon the Optionee's death) shall have a twelve (12)-month
period following the date of the Optionee's cessation of Board service in which
to exercise such option for any or all of those Ordinary Shares as fully-vested
shares.

                4. In no event shall any automatic grant under this Article
Three remain exercisable after the expiration date of the five (5)-year option
term. Upon the expiration of the applicable post-service exercise period under
subparagraphs 1. through 3. above or (if earlier) upon the expiration of the
five (5)-year option term, the automatic grant shall terminate and cease to be
outstanding for any option shares for which the option was exercisable at the
time of the Optionee's cessation of Board service but for which such option was
not otherwise exercised.

        I. Stockholder Rights. The holder of an automatic option grant under
this Article Three shall have none of the rights of a stockholder with respect
to the Ordinary Shares subject to such option until such individual shall have
exercised the option and paid the exercise price for the purchased Ordinary
Shares.

        J. Remaining Terms. The remaining terms and conditions of each automatic
option grant shall be as set forth in the form Automatic Stock Option Agreement
attached as Exhibit A.

III. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

        A. In the event of any Corporate Transaction, each option at the time
outstanding under this Article Three but not otherwise fully exercisable shall,
immediately prior to the specified effective date for the Corporate Transaction,
automatically accelerate and become fully exercisable for all of the Ordinary
Shares at the time subject to that option and may be exercised for all or any
portion of those shares as fully vested Ordinary Shares. Immediately following
the consummation of the Corporate Transaction, all automatic option grants under
this Article Three shall terminate and cease to remain outstanding.


                                       13
<PAGE>   14

        B. In connection with any Change in Control of the Corporation, each
option at the time outstanding under this Article Three but not otherwise fully
exercisable shall, immediately prior to the specified effective date for the
Change in Control, automatically accelerate and become fully exercisable for all
of the Ordinary Shares at the time subject to that option and may be exercised
for all or any portion of those shares as fully vested Ordinary Shares. Each
such option shall remain so exercisable for the option shares until the
expiration or sooner termination of the option term.

        C. Upon the occurrence of a Hostile Take-Over, the Optionee shall have a
thirty (30)-day period in which to surrender to the Corporation each option held
by him or her under this Article Three for a period of at least six (6) months.
The Optionee shall in return be entitled to a cash distribution from the
Corporation in an amount equal to the excess of (i) the Take-Over Price of the
Ordinary Shares at the time subject to the surrendered option (whether or not
the option is otherwise at the time exercisable for those Ordinary Shares) over
(ii) the aggregate exercise price payable for such Ordinary Shares. Such cash
distribution shall be paid within five (5) days following the surrender of the
option to the Corporation. Neither the approval of the Plan Administrator nor
the consent of the Board shall be required in connection with such option
surrender and cash distribution. The Ordinary Shares subject to each option
surrendered in connection with the Hostile Take-Over shall NOT be available for
subsequent issuance under the Plan.

        D. The automatic option grants outstanding under this Article Three
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

IV. AMENDMENT OF THE AUTOMATIC GRANT PROVISIONS

        A. Limited Amendments. The provisions of this Automatic Option Grant
Program, together with the automatic option grants outstanding under this
Article Three, may not be amended at intervals more frequently than once every
six (6) months, other than to the extent necessary to comply with applicable
U.S. income tax laws and regulations.

                                  ARTICLE FOUR

                                  MISCELLANEOUS

I. LOANS OR INSTALLMENT PAYMENTS

        A. The Plan Administrator may, in its discretion but subject to any
prohibition imposed by any applicable laws, assist any Optionee, to the extent
such Optionee is an Employee (including an Optionee or Participant who is an
officer of the Corporation), in the exercise of one or more stock options
granted to such Optionee under the Discretionary Option Grant Program, including
the satisfaction of any Federal, state and local income and employment tax
obligations arising therefrom, by (i) authorizing the extension of a loan from
the Corporation to such Optionee or (ii) permitting the Optionee to pay the
exercise price for the purchased shares in installments over a period of years.
The terms of any loan or installment method of payment (including the interest
rate and terms of repayment) shall be upon such terms as the Plan Administrator
specifies in the applicable option agreement or otherwise deems appropriate
under the circumstances. Loans or installment payments may be authorized with or
without security or collateral. However, the maximum credit available to the
Optionee may not exceed the exercise price of the acquired Ordinary Shares (less
the par value of such shares) plus any Federal, state and local income and
employment tax liability incurred by the Optionee in connection with the
acquisition of the Ordinary Shares.

        B. The Plan Administrator may, in its absolute discretion, determine
that one or more loans extended under this financial assistance program shall be
subject to forgiveness by the Corporation in whole or in part upon such terms
and conditions as the Plan Administrator may deem appropriate.


                                       14
<PAGE>   15

        C. All financial assistance provided under this Section I of Article
Four shall be effected in compliance with the applicable provisions of Section
76(9)(b) of the Companies Act, Chapter 50 of Singapore (or any successor
statutory provision).

II. AMENDMENT OF THE PLAN AND AWARDS

        A. The Board has complete and exclusive power and authority to amend or
modify the Plan (or any component thereof) in any or all respects whatsoever.
However, (i) no such amendment or modification shall adversely affect rights and
obligations with respect to options at the time outstanding under the Plan,
unless the Optionee consents to such amendment, and (ii) any amendment made to
the Automatic Option Grant Program (or any options outstanding thereunder) shall
be in compliance with the limitation of Section IV of Article Three. In
addition, the Board may not, without the approval of the Corporation's
stockholders, amend the Plan to (i) materially increase the maximum number of
Ordinary Shares issuable under the Plan or the number of Ordinary Shares for
which options may be granted per newly-elected or continuing Eligible Director
under Article Three of the Plan or the maximum number of Ordinary Shares for
which any one individual participating in the Plan may be granted stock options
over the term of the Plan, except for permissible adjustments under Section
VI.C. of Article One, (ii) materially modify the eligibility requirements for
plan participation or (iii) materially increase the benefits accruing to plan
participants.

        B. Options to purchase Ordinary Shares may be granted under the
Discretionary Option Grant Program which are in excess of the number of Ordinary
Shares then available for issuance under the Plan. However, no such option shall
become exercisable in whole or in part for the excess Ordinary Shares subject to
that option until stockholder approval is obtained for a sufficient increase in
the number of Ordinary Shares available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months after the date
the first such excess option grants are made, then such options shall terminate
and cease to be exercisable with respect to the excess number of Ordinary
Shares, and no further option grants shall be made under the Plan.

III. TAX WITHHOLDING

        The Corporation's obligation to deliver Ordinary Shares upon the
exercise of stock options for such shares under the Plan shall be subject to the
satisfaction of all applicable income and employment tax withholding
requirements.

IV. EFFECTIVE DATE AND TERM OF PLAN

        A. This Plan became effective when adopted by the Board and approved by
the stockholders in 1993. On June 8, 1995, the Board approved an amendment to
the Plan to (i) increase the aggregate number of Ordinary Shares issuable over
the term thereof from 7,200,000* shares to 12,000,000* shares and (ii) increase
the number of Ordinary Shares for which options may be granted to any one
individual from 2,400,000* shares to 4,000,000* shares. The shareholders
approved those amendments at the 1995 Annual Meeting.

        B. In June 1996, the Board amended the Plan to (i) increase the
aggregate number of Ordinary Shares issuable over the term of the Plan from
6,000,000* Ordinary Shares to 8,000,000* Ordinary Shares. The stockholders
approved such amendment at the 1996 Annual Meeting.

        C. On August 15, 1996, the Board amended and restated the Plan to
authorize, among other things, the separate but concurrent jurisdiction of the
Discretionary Option Grant Program by the Primary Committee and one or more
Secondary Committees of the Board, with the Primary Committee to have the sole
authority to administer such program with respect to Section 16 Insiders.

        D. In September 1997, the Board approved an amendment to the Plan to
increase the aggregate number of Ordinary Shares issuable over the term thereof
from 16,000,000* to 20,800,000* shares. The shareholders approved those
amendments at the 1997 Annual Meeting.


                                       15
<PAGE>   16

        E. In August 1998, the Board approved an amendment to the Plan to
increase the aggregate number of Ordinary Shares issuable over the term thereof
from 20,800,000* to 28,800,000* shares. The shareholders approved this amendment
at the 1998 Annual Meeting.

        F. In July 1999, the Board approved an amendment to the Plan to increase
the aggregate number of Ordinary Shares issuable over the term of the Plan from
28,800,000* Ordinary Shares to 32,800,000* Ordinary Shares. The shareholders
approved this amendment at the 1999 Annual Meeting.

        G. In November 1999, the Board approved an amendment to the Plan to
increase the aggregate number of Ordinary Shares issuable over the term of the
Plan from 32,800,000* Ordinary Shares to 40,800,000* Ordinary Shares. The
shareholders approved this amendment at the 2000 Extraordinary General Meeting.

        H. In September 2000, the Board approved an amendment to the Plan to
increase the aggregate number of Ordinary Shares issuable over the term of the
Plan from 40,800,000* Ordinary Shares to 50,400,000* Ordinary Shares. The
shareholders approved this amendment at the 2000 Annual Meeting.

        I. The Plan shall terminate upon the earlier of (i) November 30, 2003 or
(ii) the date on which all Ordinary Shares available for issuance under the Plan
shall have been issued or cancelled pursuant to the exercise, surrender or
cash-out of the options granted under the Plan. If the date of termination is
determined under clause (i) above, then all option grants outstanding on such
date shall thereafter continue to have force and effect in accordance with the
provisions of the instruments evidencing such grants.

V. USE OF PROCEEDS

        Any cash proceeds received by the Corporation from the sale of Ordinary
Shares pursuant to option grants under the Plan shall be used for general
corporate purposes.

VI. REGULATORY APPROVALS

        A. The implementation of the Plan, the granting of any stock option or
stock appreciation right under the Plan, the issuance of any Ordinary Shares
upon the exercise or surrender of the stock options or stock appreciation rights
granted hereunder shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the stock options and stock appreciation rights granted under it
and the Ordinary Shares issued pursuant to it.

        B. No Ordinary Shares or other assets or securities shall be issued or
delivered under this Plan unless and until there shall have been compliance with
(i) all applicable requirements of U.S. and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the Ordinary
Shares issuable under the Plan, (ii) all applicable listing requirements of any
securities exchange on which the Ordinary Shares are then listed for trading and
(iii) all applicable requirements of Singapore law.

VII. NO EMPLOYMENT/SERVICE RIGHTS

        Neither the action of the Corporation in establishing the Plan, nor any
action taken by the Plan Administrator hereunder, nor any provision of the Plan
shall be construed so as to grant any individual the right to remain in the
Service of the Corporation (or any parent or subsidiary corporation) for any
period of specific duration, and the Corporation (or any parent or subsidiary
corporation retaining the services of such individual) may terminate such
individual's Service at any time and for any reason, with or without cause.

VIII. MISCELLANEOUS PROVISIONS

        A. Except to the extent otherwise expressly provided in the Plan, the
right to acquire Ordinary Shares or other assets or securities under the Plan
may not be assigned, encumbered or otherwise transferred by any Optionee.


                                       16
<PAGE>   17

        B. The provisions of the Plan shall inure to the benefit of, and be
binding upon, the Corporation and its successors or assigns, whether by
Corporate Transaction or otherwise, and the Participants and Optionees, the
legal representatives of their respective estates, their respective heirs or
legatees and their permitted assignees.


*Reflects the two-for-one stock splits in the form of a bonus issue (the
equivalent of a stock dividend) effective December 22, 1998, December 22, 1999
and October 16, 2000.





                                       17