ASE TEST LIMITED
2000 SHARE OPTION PLAN
SECTION 1. Purpose. The purposes of the ASE Test Limited 2000 Share
Option Plan are to promote the interests of the Company and its shareholders by
(i) attracting and retaining directors of the Company and exceptional executive
and other employees of, and advisors and consultants to, the Company and its
Affiliates, (ii) motivating such persons by means of performance-related
incentives to achieve longer-range performance goals and (iii) enabling such
persons to participate in the long-term growth and financial success of the
Company.
SECTION 2. Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:
"Affiliate" shall mean (i) any entity that, directly or indirectly, is
controlled by the Company, (ii) any entity in which the Company has a
significant equity interest and (iii) any entity controlling or under common
control with the Company, in any case as determined by the Committee.
"Award" shall mean any award of Options granted pursuant to this Plan.
"Board" shall mean the Board of Directors of the Company.
"Committee" shall mean a committee of the Board designated by the Board
to administer the Plan.
"Company" shall mean ASE Test Limited, together with any successor
thereto.
"Director" shall mean an individual who serves as a member of the
Board.
"Employee" shall mean (i) any employee of the Company or of any
Affiliate or (ii) any advisor or consultant to the Company or any Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" shall mean the fair market value of the property or
other item being valued, as determined by the Committee in its sole discretion.
"Option" shall mean a right to subscribe for Shares from the Company
that is granted under Section 6 of the Plan.
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"Option Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
"Participant" shall mean any Director or Employee selected by the
Committee to receive an Award under the Plan.
"Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, government
or political subdivision thereof or other entity.
"Plan" shall mean this ASE Test Limited 2000 Share Option Plan.
"SEC" shall mean the United States Securities and Exchange Commission
or any successor thereto and shall include the staff thereof.
"Shares" shall mean ordinary shares, par value US$0.25 per share, of
the Company or such other securities of the Company as may be designated by the
Committee from time to time.
SECTION 3. Administration.
(a) Authority of Committee. The Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, and in addition
to other express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the number of Shares to be covered by an Award;
(iii) determine the terms and conditions of any Award; (iv) determine whether,
to what extent and under what circumstances Awards may be settled in (or
exercised for) cash, other securities or other property, or cancelled, forfeited
or suspended and the method or methods by which Awards may be settled,
exercised, cancelled, forfeited or suspended; (v) determine whether, to what
extent and under what circumstances cash, Shares, other securities, other
property and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee; (vi) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (vii) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (viii) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.
(b) Committee Discretion Binding. Unless otherwise expressly provided
in the Plan, all designations, determinations, interpretations and other
decisions under or with respect to the Plan or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Company, any Affiliate,
any Participant, any holder or beneficiary of any Award, any shareholder and any
Director or Employee.
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SECTION 4. Shares Available for Awards.
(a) Shares Available. Subject to adjustment as provided in Section
4(b), the number of Shares with respect to which Awards may be granted under the
Plan shall be 12,000,000. If, after the effective date of the Plan, any Shares
covered by an Award granted under the Plan, or to which such an Award relates,
are forfeited, or if such an Award is settled for cash or otherwise terminated
or is cancelled without the issue of Shares, then the Shares covered by such
Award, or to which such Award relates, or the number of Shares otherwise counted
against the aggregate number of Shares with respect to which Awards may be
granted, to the extent of any such settlement, forfeiture, termination or
cancellation, shall, in the calendar year in which such settlement, forfeiture,
termination or cancellation occurs, again become Shares with respect to which
Awards may be granted.
(b) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, subdivision,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to subscribe for or acquire Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number of Shares or other securities of the Company (or number and kind
of other securities or property) with respect to which Awards may be granted,
(ii) the number of Shares or other securities of the Company (or number and kind
of other securities or property) subject to outstanding Awards and (iii) the
grant or exercise price with respect to any Award or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award;
provided that, no adjustment to the grant or exercise price of an award shall be
made which would result in an exercise or grant price less than the par value of
a Share. Upon any adjustment required to be made pursuant to this sub-section,
the Company shall notify the Participant (or his duly appointed personal
representatives where applicable) in writing and deliver to him (or his duly
appointed personal representatives where applicable) a statement setting forth
the exercise or grant price thereafter in effect and the nominal value, class
and/or number of Shares thereafter to be issued on the exercise of the Option.
Any adjustment shall take effect upon such written notification being given.
(c) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award shall consist of authorized and issued Shares. The Company
shall keep available sufficient unissued Shares available for issuance to
satisfy the full exercise of all Options which at any time are capable of being
exercised.
SECTION 5. Eligibility. Any Director or Employee or advisors or
consultants to the Company or its Affiliates shall be eligible to be designated
a Participant.
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SECTION 6. Share Options.
(a) Grant. Subject to the provisions of this Plan, the Committee shall
have sole and complete authority to determine the Directors or Employees or
advisors or consultants to the Company or its Affiliates to whom Options shall
be granted, the number of Shares to be covered by each Option and the conditions
and limitations applicable to the exercise of the Option.
(b) Exercise Price. The Committee in its sole discretion shall
establish the exercise price at the time each Option is granted which in any
event shall not be less than the par value of a Share.
(c) Exercise. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Option Agreement or thereafter. The
Committee may impose such conditions with respect to the exercise of Options,
including, without limitation, any relating to the application of United States
federal or state securities laws, as it may deem necessary or advisable.
(d) Payment. No Shares shall be issued pursuant to any exercise of an
Option until payment in full of the exercise price for the Shares in respect of
which the Option is being exercised is received by the Company or provision for
such payment has been made. Such payment shall be made in cash only.
SECTION 7. Termination or Suspension of Employment. The following
provisions shall apply in the event of the Participant's termination of
employment unless the Committee shall have provided otherwise, either at the
time of the grant of the Award or thereafter.
(a) Termination of Employment. If the Participant's employment with the
Company or its Affiliates is terminated for any reason other than death or
permanent and total disability, the Participant's right to exercise any Option
shall terminate, and such Option shall expire on the date of such termination of
employment.
(b) Death or Disability. If the Participant's employment with the
Company or its Affiliates is terminated by reason of death or permanent and
total disability, the Participant's successor, in the case of the Participant's
death, or otherwise the Participant shall have the right to exercise any Option
following such termination of employment to the extent it was exercisable at the
date of such termination of employment and shall not have been exercised, but in
no event shall such Option be exercisable later than the expiration date for the
Option set forth in the Option Agreement.
(c) Acceleration and Extension of Exercisability. Notwithstanding the
foregoing, the Committee may, in its discretion, provide (A) that an Option
granted to a Participant may terminate following a termination of employment at
a date earlier than that set forth above, (B) that an Option granted to a
Participant may terminate at a date later than that set forth above, provided
such date shall not be beyond the date the Option would have expired had it not
been for the termination of
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the Participant's employment and (C) that an Option may become immediately
exercisable when it finds that any of the foregoing would be in the best
interests of the Company.
SECTION 8. Amendment and Termination.
(a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement or other applicable law or
regulation, for which or with which the Board deems it necessary or desirable to
qualify or comply. Notwithstanding anything to the contrary herein, the
Committee may amend the Plan in such manner as may be necessary so as to have
the Plan conform with local rules and regulations in any jurisdiction.
(b) Amendments to Awards. The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Award theretofore granted, prospectively or retroactively;
provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would adversely affect the
rights of any Participant or any holder or beneficiary of any Award theretofore
granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary.
(c) Cancellation. Any provision of this Plan or any Option Agreement to
the contrary notwithstanding, the Committee may cause any Award granted
hereunder to be cancelled in consideration of a cash payment or alternative
Award made to the holder of such cancelled Award equal in value to the Fair
Market Value of such cancelled Award.
SECTION 9. General Provisions.
(a) Nontransferability. No Award shall be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant, in whole
or in part, except by will or the laws of descent and distribution.
(b) No Rights to Awards. No Director, Employee, Participant or other
Person shall have any claim to be granted any Award, and there is no obligation
for uniformity of treatment of Directors, Employees, Participants, or holders or
beneficiaries of Awards. The terms and conditions of Awards need not be the same
with respect to each recipient.
(c) Share Certificates. All Shares or other securities of the Company
or any Affiliate issued under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the SEC, any stock exchange upon which such Shares or
other securities are then listed, and any applicable law, including without
limitation any United States Federal or state law, and the Committee may cause a
legend or legends to be put on any such
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certificates relative to such Shares or other securities to make appropriate
reference to such restrictions.
(d) Delegation. Subject to the terms of the Plan and any applicable
law, the Committee may delegate to one or more officers or managers of the
Company or any Affiliate, or to a committee of such officers or managers, the
authority, subject to such terms and limitations as the Committee shall
determine, to grant Awards to, or to cancel, modify or waive rights with respect
to, or to alter, discontinue, suspend, or terminate Awards held by, Participants
other than Directors.
(e) Taxes and Withholding. All taxes (including income tax) arising
from the exercise of any Option granted to any Participant under the Plan shall
be borne by that Participant. A Participant may be required to pay to the
Company or any Affiliate and the Company or any Affiliate shall have the right
and is hereby authorized to withhold from any Award, from any payment due or
transfer made under any Award or under the Plan or from any compensation or
other amount owing to a Participant the amount (in cash, other securities, other
Awards or other property) of any applicable withholding taxes in respect of an
Award, its exercise or any payment or transfer under an Award or under the Plan
and to take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for the payment of such taxes.
(f) Option Agreements. Each Award hereunder shall be evidenced by an
Option Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto.
(g) No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other compensation arrangements which may, but need not, provide for
the grant of Options, restricted stock, Shares and other types of Awards
provided for hereunder (subject to shareholder approval if such approval is
required), and such arrangements may be either generally applicable or
applicable only in specific cases.
(h) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan or any Award and Options granted thereunder. The terms of
employment of a Participant shall not be affected by his participation in the
Plan, which shall neither form part of such terms nor entitle him to take into
account such participation in calculating any compensation or damages on the
termination of his employment for any reason.
(i) No Rights as Shareholder. Subject to the provisions of the
applicable Award, no Participant or holder or beneficiary of any Award shall
have any rights as a shareholder with respect to any Shares to be distributed
under the Plan until he or she has become the holder of such Shares. Shares
allotted and issued on exercise of an Option shall be subject to all provisions
of the Memorandum and Articles of Association of the Company, shall rank in full
for all entitlements,
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including dividends or other distributions declared or recommended in respect of
the then existing Shares, the Record Date for which is on or after the relevant
date upon which such exercise occurred, and shall in all other respects rank
pari passu with other existing Shares then in use. For the purpose of this
sub-Section, the term "Record Date" means the date fixed by the Company for the
purposes of determining entitlements to dividends or other distributions to or
rights of holders of Shares.
(j) Governing Law. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan and any Option Agreement
shall be determined in accordance with the laws of Singapore and, by his
acceptance of an Award and/or exercise of any Option comprised therein, each
Participant irrevocably submits to the non-exclusive jurisdiction of the courts
of Singapore in relation to any legal action or proceedings arising out of or in
connection with an Award and/or any Option comprised therein.
(k) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or as to any Person or Award, or would disqualify the Plan or any Award under
any law deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to the applicable laws or, if it cannot be construed
or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.
(l) Other Laws. The Committee may refuse to issue any Shares or any
other securities or other consideration, or transfer any issued Shares, any
other securities or other consideration under an Award, if, acting in its sole
discretion, it determines that the issuance or transfer of such Shares, other
securities or other consideration might violate any applicable law or regulation
or entitle the Company to recover under Section 16(b) of the Exchange Act, and
any payment tendered to the Company by a Participant, other holder or
beneficiary in connection with the exercise of such Award shall be promptly
refunded to the relevant Participant, holder or beneficiary. Without limiting
the generality of the foregoing, no Award granted hereunder shall be construed
as an offer to acquire or to sell Shares or other securities of the Company, and
no such offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in compliance
with all applicable requirements of the U.S. federal securities laws and any
other laws to which such offer, if made, would be subject.
(m) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.
(n) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities or other
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property shall be paid or transferred in lieu of any fractional Shares or
whether such fractional Shares or any rights thereto shall be cancelled,
terminated or otherwise eliminated.
(o) Disclaimer of Liability. Notwithstanding any provisions contained
herein, the Committee and the Company shall not under any circumstances be held
liable for any cost, losses, expenses and damages whatsoever and howsoever
arising in any event, including but not limited to the Company's delay in
issuing the Shares.
(p) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 10. Term of the Plan.
(a) Effective Date. The Plan shall be effective as of June 28, 2000.
(b) Expiration Date. No Award may be granted under the Plan after June
27, 2005. Unless otherwise expressly provided in the Plan or in an applicable
Option Agreement, any Award granted hereunder may, and the authority of the
Board or the Committee to amend, alter, adjust, suspend, discontinue or
terminate any such Award or to waive any conditions or rights under any such
Award shall, continue after the authority for grant of new Awards hereunder has
been exhausted.
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