-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OakDWl/hseiquDyWZ2yemCdQyIpN5ZLX2UyfUEcs49EgNmouNdpdQGDfSN0whSNV z7BvI3RG5mj4UXdFGQEHnw== 0000947871-04-002048.txt : 20040825 0000947871-04-002048.hdr.sgml : 20040825 20040825165709 ACCESSION NUMBER: 0000947871-04-002048 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040825 DATE AS OF CHANGE: 20040825 EFFECTIVENESS DATE: 20040825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST ASSEMBLY TEST SERVICES LTD CENTRAL INDEX KEY: 0001101873 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-118555 FILM NUMBER: 04996912 BUSINESS ADDRESS: STREET 1: 5 YISHUN ST 23 CITY: SINGAPORE STATE: U0 ZIP: 768442 BUSINESS PHONE: 657555885 MAIL ADDRESS: STREET 1: 5 YISHUN ST 23 CITY: SINGAPORE STATE: U0 ZIP: 768442 S-8 1 s8_082104.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 25, 2004 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- STATS ChipPAC Ltd. (Exact name of Registrant as specified in its charter) Republic of Singapore Not Applicable (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 10 Ang Mo Kio Street 65 #05-17/20 Tech Point Singapore 569069 (Address of Principal Executive Offices) ----------------------------- STATS ChipPAC Ltd. Share Option Plan STATS ChipPAC Ltd. Employee Share Purchase Plan 2004 (Full title of the Plans) STATS ChipPAC Test Services, Inc. 1450 McCandless Drive Milpitas, California 95035 (408) 941-1500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Michael J. Coleman, Esq. Shearman & Sterling LLP 1080 Marsh Road Menlo Park, CA 94025 Tel: (650) 838-3600
CALCULATION OF REGISTRATION FEE ========================================================================================================================= Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Offering Price Per Aggregate Offering Price Registration Fee (2) Share (5) (5) - ------------------------------------------------------------------------------------------------------------------------- Ordinary Shares (1) 140,000,000 (3) $.60 $84,000,000 $10,642.80 100,000,000 (4) $.60 $60,000,000 $7,602.00 -------------- -------------- 240,000,000 $18,244.80 - -------------------------------------------------------------------------------------------------------------------------
(1) The ordinary shares (the "Ordinary Shares"), par value S$0.25 per share, of the Registrant are traded in the United States in the form of American Depository Shares ("ADSs"). Each ADS represents ten Ordinary Shares and is evidenced by American Depository Receipts, issuable upon deposit of the Ordinary Shares. A separate Registration Statement on Form F-6 (Registration No. 333-116884) has been filed for the registration of the ADSs evidenced by American Depository Receipts, issuable upon deposit of the Ordinary Shares. (2) The amount being registered also includes an indeterminate number of Ordinary Shares, which may be offered as a result of stock splits, stock dividends and anti-dilution provisions and other terms, in accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"). (3) The Registrant has previously filed registration statements for the STATS ChipPAC Ltd. Share Option Plan (the "ESOP") on Form S-8 under File No. 333-75080 with the Securities and Exchange Commission. This Registration Statement serves to register 140,000,000 additional Ordinary Shares for issuance under the ESOP. (4) Represents an aggregate of 100,000,000 Ordinary Shares available for issuance under the STATS ChipPAC Ltd. Employee Share Purchase Plan 2004 (the "ESPP"). (5) The Proposed Maximum Offering Per Share and the Proposed Maximum Aggregate Offering Price for 240,000,000 Ordinary Shares available for future awards granted under the ESOP and the ESPP have been estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices on the Singapore Exchange Securities Trading Limited on August 18, 2004 and converted from Singapore dollars to U.S. dollars utilizing the noon buying rate in New York City for cable transfers payable in Singapore dollars as certified for customs purposes by the Federal Reserve Bank of New York on August 25, 2004. Part I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have been filed with or furnished to the Securities and Exchange Commission (the "Commission") by the Registrant are incorporated as of their respective dates in this Registration Statement by reference and made a part hereof: (a) Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2003 (File No. 333-75080); (b) Reports of Foreign Private Issuer on Form 6-K dated August 6, 2004, August 4, 2004, (containing the press release announcing the completion of the merger between ST Assembly Test Services Ltd and ChipPAC, Inc.), May 18, 2004 and April 7, 2004; and (c) Description of the Ordinary Shares contained in the Registrant's Registration Statement on Form 8-A (File No. 000-29103), filed on January 24, 2000, which incorporates by reference the information with respect to the Ordinary Shares and ADSs set forth under the headings "Description of Share Capital," "Description of American Depositary Receipts" and "Taxation" in the Registrant's Registration Statement on Form F-1, as amended (Registration No. 333-93661), as amended by the information with respect to the Ordinary Shares and ADSs set forth under the headings "Description of STATS Ordinary Shares" and "Description of STATS American Depositary Receipts" in the Registrant's Registration Statement on Form F-4, as amended (Registration No. 333-114232), and any subsequent amendment or report filed for the purpose of amending the descriptions of the Ordinary Shares and ADSs. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the effective date of this Registration Statement, but prior to the filing of a - ---------- * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act (the "Securities Act"), and the "Note" to Part I of Form S-8. post-effective amendment to this Registration Statement, indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. None. Item 6. Indemnification of Directors and Officers. The Registrant's Articles of Association provide that, subject to the Companies Act, Chapter 50 of Singapore, all of the Registrant's directors, secretaries and other officers shall be indemnified by the Registrant against all costs, charges, losses, expenses and liabilities incurred by them in the execution and discharge of their duties or in relation thereto, including any liabilities incurred by them in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by them as a director, secretary or other officer of the Registrant. The Registrant's Articles of Association further provide that none of the Registrant's directors, secretaries or other officers shall be liable: o for the acts, receipts, neglects or defaults of any other director or officer; o for joining in any receipt or other act for conformity; o for any loss or expense happening to the Registrant through the insufficiency or deficiency of title to any property acquired by order of the Registrant's directors for or on behalf of the Registrant; o for the insufficiency or deficiency of any security in or upon which any of the moneys of the Registrant shall be invested; o for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left; or o for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of their office or in relation thereto unless the same shall happen through their own negligence, willful default, breach of duty or breach of trust. The indemnification provisions in the Registrant's Articles of Association provide for indemnification of the Registrant's officers and directors to the maximum extent permitted under the Singapore Companies Act (Chapter 50) of Singapore. The Registrant maintains directors and officers insurance providing indemnification for certain of the Registrant's directors, officers, affiliates or employees for certain liabilities. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See attached Exhibit list. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) To file a post-effective amendment to this Registration Statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report filed on Form 20-F pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Republic of Singapore, on the 25th day of August, 2004. STATS CHIPPAC LTD. By: /s/ Tan Lay Koon ------------------------------ Name: Tan Lay Koon Title: President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tan Lay Koon, President and Chief Executive Officer, and Michael G. Potter, Chief Financial Officer, as such person's true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and supplements) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Commission, does hereby grant unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which together shall constitute one and the same agreement. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated as of the 25th day of August, 2004. Name Title - -------------------------------------------------------------------------------- _______________________________ Chairman of the Board of Directors Charles Richard Wofford _______________________________ Vice Chairman of the Board of Dennis P. McKenna Directors _______________________________ Deputy Chairman of the Board of Lim Ming Seong Directors /s/ Tan Lay Koon President and Chief Executive Officer, ------------------------------- Director Tan Lay Koon /s/ Peter Seah Lim Huat Director ------------------------------- Peter Seah Lim Huat /s/ Robert W. Conn Director ------------------------------- Robert W. Conn /s/ Tay Siew Choon Director ------------------------------- Tay Siew Choon /s/ R. Douglas Norby Director ------------------------------- R. Douglas Norby /s/ Steven Hugh Hamblin Director ------------------------------- Steven Hugh Hamblin /s/ Chong Sup Park Director ------------------------------- Chong Sup Park _______________________________ Director Richard John Agnich _______________________________ Alternate Director Eleana Tan Ai Ching /s/ Michael G. Potter Chief Financial Officer and Principal ------------------------------- Accounting Officer Michael G. Potter STATS CHIPPAC TEST SERVICES, INC. Authorized Representative in the United States By: /s/ Tan Lay Koon ------------------------------- Name: Tan Lay Koon Title: Director INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 4.1 Memorandum and Articles of Association of the Registrant (previously filed as Exhibit 1.1 to the Annual Report on Form 20-F for the fiscal year ended December 31, 2002, as filed with the Commission on March 31, 2003 and incorporated herein by reference) 4.2 Deposit Agreement dated as of February 8, 2000 by and among the Registrant, Citibank, N.A., as depositary, and all owners and beneficial owners from time to time of American Depositary Receipts issued thereunder (including the form of American Depositary Receipt) (previously filed as Exhibit (a) to the Registrant's Registration Statement on Form F-6, dated June 25, 2004 (Registration No. 333-116884), and incorporated herein by reference) 4.3* STATS ChipPAC Ltd. Share Option Plan 4.4* STATS ChipPAC Ltd. Employee Share Purchase Plan 2004 5.1* Opinion of Allen & Gledhill, Counsel to the Registrant, regarding the legality of the Ordinary Shares 23.1* Consent of KPMG, Independent Registered Public Accounting Firm 23.2* Consent of Allen & Gledhill (included in opinion filed as Exhibit 5.1) 24.1* Powers of attorney (included on signature pages) - -------------- * Filed herewith. EX-4.3 2 ex4-3_082104.txt SHARE OPTION PLAN Exhibit 4.3 [STATS LOGO] STATS CHIPPAC LTD. SHARE OPTION PLAN Adopted on 28 May 1999 Amended by ordinary resolution approved at the 6th Annual General Meeting held on 8 June 2000 Amended by the Executive Resource & Compensation Committee on 23 October 2001 Amended by the Executive Resource & Compensation Committee on 28 January 2002 Amended by the Executive Resource & Compensation Committee on 29 October 2002 Amended by ordinary resolution approved at the 10th Annual General Meeting held on 25 April 2004 Amended by ordinary resolution approved at the Extraordinary Meeting held on 4 August 2004 1 TABLE OF CONTENTS Page No. -------- SECTION 1. ESTABLISHMENT AND PURPOSE. 4 SECTION 2. ADMINISTRATION. 4 (a) Committees of the Board of Directors. 4 (b) Authority of the Board of Directors. 5 SECTION 3. ELIGIBILITY. 6 (a) General Rule. 6 (b) Ten Percent Shareholders. 6 SECTION 4. SHARES SUBJECT TO PLAN. 6 (a) Basic Limitation. 6 (b) Additional Shares. 7 SECTION 5. TERMS AND CONDITIONS OF OPTIONS. 7 (a) Share Option Agreement. 7 (b) Number of Shares. 7 (c) Exercise Price. 7 (d) Withholding Taxes. 8 (e) Exercisability. 8 (f) Change of Control. 8 (g) Basic Term. 9 (h) Nontransferability. 9 (i) Termination of Service (Except by Death). 9 (j) Leave of Absence. 10 (k) Death of Optionee. 10 (l) No Rights as a Shareholder. 10 2 (m) Modification, Extension and Assumption of Options. 10 SECTION 6. PAYMENT FOR SHARES. 11 (a) General Rule. 11 (b) Surrender of Shares. 11 (c) Exercise/Sale. 11 (d) Exercise/Pledge. 11 SECTION 7. ADJUSTMENT OF SHARES. 12 (a) General. 12 (b) Reservation of Rights. 12 SECTION 8. SECURITIES LAW REQUIREMENTS. 12 SECTION 9. NO RETENTION RIGHTS. 12 SECTION 10. DURATION AND AMENDMENTS. 13 (a) Term of the Plan. 13 (b) Right to Amend or Terminate the Plan. 13 (c) Effect of Amendment or Termination. 13 SECTION 11. DEFINITIONS. 13 SECTION 12. EXECUTION. 17 3 [STATS LOGO] STATS CHIPPAC LTD. SHARE OPTION PLAN Adopted on 28 May 1999 Amended by ordinary resolution approved at the 6th Annual Meeting held on 8 June 2000 Amended by the Executive Resource & Compensation Committee on 23 October 2001 Amended by the Executive Resource & Compensation Committee on 28 January 2002 Amended by the Executive Resource & Compensation Committee on 29 October 2002 Amended by ordinary resolution approved at the 10th Annual General Meeting held on 25 April 2004 Amended by ordinary resolution approved at the Extraordinary Meeting held on 4 August 2004 SECTION 1. ESTABLISHMENT AND PURPOSE. The purpose of the Plan is to offer selected individuals an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, by exercising Options to purchase Shares. Options granted under the Plan may include Nonstatutory Options as well as ISOs intended to qualify under Section 422 of the U.S. Tax Code. Capitalized terms are defined in Section 11 hereof. SECTION 2. ADMINISTRATION. (a) Committees of the Board of Directors. The Board of Directors shall administer the Plan unless and until the Board of Directors delegates administration to a Committee, as provided herein. The Board of Directors may delegate administration of the Plan to one or more Committees consisting of two or more members of the Board of Directors. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board of Directors, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board of Directors. The Board of Directors may abolish the Committee at any time and 4 revest in the Board of Directors the administration of the Plan. Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function. (b) Committee Composition under Section 16 and Section 162(m) At such time as the Company is subject to Section 162(m) of the U.S. Tax Code or an Optionee is subject to Section 16 of the U.S. Exchange Act, in the discretion of the Board of Directors, a Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the U.S. Tax Code, and/or two or more Non-Employee Directors, in accordance with Rule 16b-3. Notwithstanding the foregoing, the Board of Directors or the Committee may (1) delegate to a committee of one or more members of the Board of Directors who are not Outside Directors the authority to grant Options to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Option or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the U.S. Tax Code and/or (2) delegate to a committee of one or more members of the Board of Directors who are not Non-Employee Directors the authority to grant Options to eligible persons who are not then subject to Section 16 of the U.S. Exchange Act. (c) Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan, including, without limitation, to (i) select Optionees from the individuals eligible to receive Options under the Plan; (ii) grant Options in accordance with the terms of the Plan; (iii) determine the terms and conditions of each Option; (iv) specify and approve the provisions of the Share Option Agreements, including, without limitation, the method of exercise and delivery of notice thereof, including via written or electronic media, in connection with their Options; (v) construe and interpret any Share Option Agreement delivered under the Plan; (vi) prescribe, amend and rescind rules and procedures relating to the Plan; (vii) employ such legal counsel, independent auditors and consultants as it deems desirable for the administration of the Plan and to rely upon any opinion received therefrom; (viii) vary the terms of Options to take account of tax, securities law and other regulatory requirements of foreign jurisdictions; (ix) make all legal and factual determinations; and (x) make all other determinations and take any other action desirable or necessary to interpret, construe or implement properly the provisions of the Plan or any Share Option Agreement. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Optionees and all persons deriving their rights from an Optionee. 5 SECTION 3. ELIGIBILITY. (a) General Rule. Employees, Directors and Consultants shall be eligible for the grant of Options except as follows: (i) Employees of Affiliated Companies, Directors who are not Employees and Consultants shall not be eligible for the grant of ISOs; and (ii) Employees, Directors and Consultants, in each case, of Affiliated Companies who are residents of the United States shall not be eligible for the grant of Options. (b) Ten Percent Shareholders. An individual who owns more than 10% of the total combined voting power of all classes of outstanding shares of the Company, its Parent or any of its Subsidiaries shall not be eligible to be granted ISOs unless (i) the Exercise Price of the ISO is at least 110% of the Fair Market Value of a Share on the date of grant and (ii) such ISO by its terms is not exercisable after the expiration of five years from the date of grant. For purposes of this Subsection (b), in determining share ownership, the attribution rules of Section 424(d) of the U.S. Tax Code shall be applied. (c) Section 162(m) Limitation. Subject to the provisions of Section 7 relating to adjustment upon change in the Shares, no Employee shall be eligible to be granted an Option covering more than fifty million (50,000,000) Shares during any calendar year. This Section 3(c) shall not apply at such times that the Company is not subject to Section 162(m) of the U.S. Tax Code or such other date required by Section 162(m) of the U.S. Tax Code and the rules and regulations promulgated thereunder. SECTION 4. SHARES SUBJECT TO PLAN. (a) Basic Limitation. Shares offered under the Plan may be authorized but unissued Shares. Subject to adjustment as provided pursuant to Section 7 hereof, the maximum aggregate number of Shares that may be issued under this Plan shall not exceed (i) 245 million Shares, plus (ii) any unissued Shares subject to any option or other awards or rights under the Existing Plans that expire unexercised or are otherwise cancelled as a result of a termination of those options or other awards or rights under the Existing Plans or the non-issuance of options or other awards or rights under the Existing Plans. The aggregate number of Shares that are subject to Options outstanding at any time under the Plan shall not exceed the number of Shares that then remain 6 available for issuance. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirement of the Plan. (b) Additional Shares. For purposes of determining the number of Shares that remain available for issuance under Section 4(a) hereof, the following Shares shall be added back to the Plan Limit and again be available for the purposes of the Plan and all other share incentive and option schemes approved by the Board of Directors and contracts of employment: (i) The number of Shares tendered in accordance with applicable laws to pay the exercise price of an Option; (ii) The number of Shares acquired by the Company under Section 6(b) below in satisfaction of any tax withholding requirement; and (iii) The number of Shares subject to an Option that expire unexercised or that are cancelled or otherwise terminated. SECTION 5. TERMS AND CONDITIONS OF OPTIONS. (a) Share Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Share Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Share Option Agreement. The provisions of the various Share Option Agreements entered into under the Plan need not be identical. (b) Number of Shares. Each Share Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 7. The Share Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option. (c) Exercise Price. Each Share Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the date of grant, and a higher percentage may be required by Section 3(b) hereof. In no event shall the Exercise Price of an Option be less than the par value of Share on the date of grant. Subject to the preceding two sentences, the Exercise Price under any Option shall be determined by the Board of Directors at its sole discretion. The Exercise Price shall be payable in a form described in Section 6 hereof. 7 (d) Expenses and Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Board of Directors may require for the satisfaction of any withholding tax obligations and such other bank-related transactional costs that may arise in connection with such Option exercise or both of the foregoing. The Board of Directors may require any Optionee to remit to the Company, prior to exercise of an Option, an amount sufficient to satisfy any applicable tax withholding requirements or such other bank-related transactional costs associated with the Option exercise or both of the foregoing. The Board of Directors may permit such Optionee to satisfy, in whole or in part, such obligations to remit the tax withholdings, pay the bank-related transactional costs associated with the Option exercise or both of the foregoing by directing the Company to withhold Shares that would otherwise be received by such Optionee to satisfy the minimum statutory withholding rates for any applicable tax withholding purposes, any bank-related transactional costs associated with the Option exercise or both of the foregoing, as applicable, in accordance with all applicable laws and pursuant to such rules as the Board of Directors may establish from time to time. The Company shall also have the right to deduct from all cash payments made to an Optionee (whether or not such payment is made in connection with the exercise of an Option) any applicable taxes required to be withheld with respect to such payments, or any bank-related transactional costs associated with the exercise of an Option, in accordance with all applicable laws. (e) Exercisability. Each Share Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The exercisability provisions of any Share Option Agreement shall be determined by the Board of Directors at its sole discretion. (f) Change of Control. In the event of a Change of Control, in addition to any action required or authorized by the terms of a Share Option Agreement, the Board of Directors may, in its sole discretion unless otherwise provided in a Share Option Agreement, take any or all or any combination of the following actions as a result, or in anticipation, of any such event: (i) accelerate the time period for purposes of vesting in, or realizing gain from, any outstanding Option made pursuant to this Plan; (ii) provide for the continuation of any outstanding Options by the Company (if the Company is the survivor corporation); (iii) provide for the assumption of outstanding Options by the surviving corporation or its parent; (iv) provide for the substitution by the surviving corporation or its parent of options with substantially the same terms as outstanding Options; (v) cancel each outstanding Option but only after payment to the Optionee of an amount in cash or cash equivalents equal to (A) the Fair Market 8 Value of the Shares subject to such Option at the time of the merger or consolidation minus (B) the Exercise Price of the Shares subject to such Option; or (vi) make adjustments or modifications to outstanding Options as the Board of Directors deems appropriate to maintain and protect the rights and interests of Optionees following the Change of Control. Any such action approved by the Board of Directors shall be conclusive and binding on the Company and all Optionees. (g) Basic Term. Subject to this Section 5(g), the Share Option Agreement shall specify the term of the Option. The term of an Option granted to an Employee shall not exceed 10 years from the date of grant, and a shorter term may be required by Section 3(b) hereof. The term of an Option granted to a person who is not an Employee shall not exceed 5 years from the date of grant. Subject to the preceding two sentences, the Board of Directors at its sole discretion shall determine when an Option is to expire. (h) Nontransferability. No Option shall be transferable by the Optionee other than to an Optionee's personal representative on the death of that Optionee. An Option may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee's guardian or legal representative or such other person who has the management of the Optionee's estate. No Option or interest therein may be transferred, assigned, pledged or hypothecated by the Optionee or by the Optionee's guardian or legal representative or such person who has the management of the Optionee's estate, or during the Optionee's lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process. (i) Termination of Service (Except by Death). If an Optionee's Service terminates for any reason other than the Optionee's death, then the Optionee's Options shall expire on the earliest of the following occasions: (i) The expiration date determined pursuant to Subsection (g) above; (ii) The date 30 days after the termination of the Optionee's Service for any reason other than Disability, or such later date as the Board of Directors may determine; or (iii) The date 12 months after the termination of the Optionee's Service by reason of Disability, or such later date as the Board of Directors may determine. The Optionee or his guardian or legal representative or such other person who has the management of the Optionee's estate may exercise all or part of the Optionee's Options at any 9 time before the expiration of such Options under the preceding sentence but only to the extent that such Options had become exercisable before the Optionee's Service terminated (or became exercisable as a result of the termination) unless otherwise determined by the Board of Directors in its sole discretion. The balance of such Options shall lapse when the Optionee's Service terminates. In the event that the Optionee dies after the termination of the Optionee's Service but before the expiration of the Optionee's Options, all or part of such Options may be exercised (prior to expiration) by the Optionee's personal representatives, but only to the extent that such Options had become exercisable before the Optionee's Service terminated (or became exercisable as a result of the termination). (j) Leave of Absence. For purposes of Subsection (i) above, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for this purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). (k) Death of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee's Options shall expire on the earlier of the following dates: (i) The expiration date determined pursuant to Section 5(g) hereof; or (ii) The date 12 months after the Optionee's death or such later date as the Board of Directors may determine. All or part of the Optionee's Options may be exercised at any time before the expiration of such Options under the preceding sentence by the Optionee's personal representatives, but only to the extent that such Options had become exercisable before the Optionee's death or became exercisable as a result of the death unless otherwise determined by the Board of Directors in its sole discretion. The balance of such Options shall lapse when the Optionee dies. (l) No Rights as a Shareholder. An Optionee, or his guardian, legal representative or such other person who has the management of the Optionee's estate, or the personal representatives of an Optionee in the event of the death of an Optionee, shall have no rights as a shareholder with respect to any Shares covered by the Optionee's Option until such person has been allotted and issued such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option. (m) Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Board of Directors may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. The foregoing 10 notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee's rights or increase the Optionee's obligations under such Option. SECTION 6. PAYMENT FOR SHARES. (a) General Rule. The entire Exercise Price of Shares issued under the Plan shall be payable in cash or cash equivalents at the time when the Options are exercised, except as otherwise provided in this Section 6. (b) Surrender of Shares. To the extent that a Share Option Agreement so provides and provided that the relevant requirements of the Companies Act, Chapter 50 of Singapore and the requirements of all other prevailing laws and regulations have been complied with, all or any part of the Exercise Price may be paid by surrendering Shares that are already owned by the Optionee. Such Shares shall be valued at their Fair Market Value on the date when the Option is exercised. The Optionee shall not surrender Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. (c) Exercise/Sale. To the extent that a Share Option Agreement so provides, and in accordance with the rules and procedures established by the Board of Directors for this purpose and subject to applicable law, an Option may also be exercised through "cashless exercise" procedures approved by the Board of Directors involving a broker or dealer approved by the Board of Directors that affords an Optionee the opportunity to sell immediately some or all of the Shares underlying the exercised portion of the Option in order to generate sufficient cash to pay the Exercise Price and/or to satisfy withholding tax obligations related to the Option. (d) Exercise/Pledge. To the extent that a Share Option Agreement so provides, and in accordance with the rules and procedures established by the Board of Directors for this purpose and subject to applicable law, payment of the Exercise Price may be made all or in part by the delivery of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Board of Directors, as security for a loan, and to deliver sufficient cash to pay the Exercise Price and/or to satisfy withholding tax obligations related to the Option. 11 SECTION 7. ADJUSTMENT OF SHARES. (a) General. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Shares, a consolidation of the outstanding Shares into a lesser number of Shares, a recapitalization, a reclassification, reorganization, merger, consolidation, combination or a similar occurrence, the Board of Directors shall make appropriate adjustments in one or more of (i) the number of Shares available for future grants under Section 4 hereof, (ii) the number of Shares covered by each outstanding Option or (iii) the Exercise Price under each outstanding Option. (b) Reservation of Rights. Except as provided in this Section 7, an Optionee shall have no rights by reason of (i) any subdivision or consolidation of shares of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of any class. Any issuance by the Company of shares of any class, or securities convertible into shares of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. SECTION 8. SECURITIES LAW REQUIREMENTS. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the U.S. Securities Act, all other securities laws and regulations, and the regulations of any exchange or other securities market on which the Company's securities may then be traded. SECTION 9. NO RETENTION RIGHTS. Nothing in the Plan or in any right or Option granted under the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 12 SECTION 10. DURATION AND AMENDMENTS. (a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its approval by the Company's shareholders. The Plan shall terminate automatically 10 years after the date of the later of the Plan's adoption by the Board or Directors or approval by the Company's shareholders of an increase in the Plan Limit, and may be terminated on any earlier date pursuant to Section 10(b) hereof. (b) Right to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan at any time and for any reason; provided, however, that any amendment of the Plan which increases the number of Shares available for issuance under the Plan (except as provided in Section 7 hereof), or which materially changes the class of persons who are eligible for the grant of ISOs, shall be subject to the approval of the Company's shareholders. Shareholder approval shall not be required for any other amendment of the Plan. (c) Effect of Amendment or Termination. No Option shall be granted and no Shares shall be issued under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Option previously granted under the Plan. SECTION 11. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT. Except as expressly provided in this Plan, no person other than the Company or an Optionee shall have any rights to enforce any provision of this Plan under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore. SECTION 12. DEFINITIONS. (a) "Affiliated Company" shall mean any corporation (other than the Company, a Parent or Subsidiary) in an unbroken chain of corporations beginning with a Parent, if each of the corporations other than the last corporation in the 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. (b) "Board of Directors" shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee. (c) "Change of Control" of the Company shall mean any of the following events: 13 (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 August 4, 2004; (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 August 4, 2004), 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 Change in Control 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. (d) "Committee" shall mean a committee appointed by the Board of Directors, as described in Section 2(a). (e) "Company" shall mean STATS ChipPAC Ltd., a Singapore public company limited by shares. 14 (f) "Consultant" shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary or an Affiliated Company as a consultant or advisor, excluding Employees and Directors. (g) "Covered Employee" shall mean the chief executive officer and the four (4) other highest compensated Officers for whom total compensation is required to be reported to shareholders of the Company under the U.S. Exchange Act, as determined for purposes of Section 162(m) of the U.S. Tax Code. (h) "Director" shall mean a member of the Board of Directors. (i) "Disability" shall mean, for purposes of an ISO, the permanent and total disability of an Optionee within the meaning of Section 22(e)(3) of the U.S. Tax Code, and for purposes of a Nonstatutory Option, the inability of the Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. (j) "Employee" shall mean any individual who is an employee of the Company, a Parent or a Subsidiary or an Affiliated Company. (k) "Exercise Price" shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Share Option Agreement. (l) "Existing Plans" shall mean the existing share option plans of the Company, including, without limitation, the STATS ChipPAC Ltd. Substitute Equity Incentive Plan and STATS ChipPAC Ltd. Substitute Share Purchase and Option Plan. (m) "Fair Market Value" shall mean the fair market value of a Share, determined as follows: (i) if the Shares are listed on any established stock exchange or national market system, the Fair Market Value shall be the mean of the high and low sales prices for a Share (or the mean of the high and low bids, if no sales were reported) as quoted on such exchange or system on the date of the grant, as reported on The Straits Times or such other source as the Board of Directors deems reliable; or (ii) in the absence of an established stock exchange market or quotation system for the 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. (n) "ISO" shall mean an Option intended to qualify as an employee incentive stock option, as described in Section 422(b) of the U.S. Tax Code. (o) "Non-Employee Director" shall mean a Director who either (i) is not a current Employee or Officer or an officer of the Company's Parent or a Subsidiary, does not receive compensation (directly or indirectly) from the Company or its Parent or a Subsidiary for services 15 rendered as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of the Regulation S-K promulgated pursuant to the U.S. Securities Act ("Regulation S-K")), does not possess an interest in any other transaction as to which the disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a "non-employee director" for purposes of Rule 16b-3. (p) "Nonstatutory Option" shall mean an Option that is not an ISO. (q) "Option" shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares. (r) "Officer" shall mean, at such time as an Optionee is subject to Section 16 of the U.S. Exchange Act, a person who is an officer of the Company within the meaning of Section 16 of the U.S. Exchange Act and the rules and regulations promulgated thereunder, and at such other times, any director or secretary or a person employed in an executive capacity. (s) "Optionee" shall mean an individual who holds an Option. (t) "Outside Director" shall mean a Director who either (i) is not a current employee of the Company or an "affiliated corporation" (within the meaning of Treasury Regulations promulgated under Section 162(m) of the U.S. Tax Code), is not a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an Officer or an officer of an "affiliated corporation" at any time and is not currently receiving direct or indirect compensation from the Company or an "affiliated corporation" for services in any capacity other than as a Director or (ii) is otherwise considered an "outside director" for purposes of Section 162(m) of the U.S. Tax Code. (u) "Parent" shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if 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. (v) "Plan" shall mean this STATS ChipPAC Ltd. Share Option Plan, as amended from time to time. (w) "Plan Limit" shall mean the total number of Shares that may be issued under this Plan pursuant to Section 4(a) hereof. (x) "Rule 16b-3" shall mean Rule 16b-3 promulgated under the U.S. Exchange Act or any successor to Rule 16b-3, as in effect from time to time. (y) "Service" shall mean service as an Employee, Outside Director, or Consultant. 16 (z) "Share" shall mean one ordinary share, of par value Singapore $0.25, in the capital of the Company, as adjusted in accordance with Section 7 hereof (if applicable). (aa) "Share Option Agreement" shall mean the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee's Option. (bb) "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the 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. (cc) "U.S. Exchange Act" shall mean the Securities Exchange Act of 1934 of the United States of America, as amended, and the rules and regulations promulgated thereunder. (dd) "U.S. Securities Act" shall mean the Securities Act of 1933 of the United States of America, as amended, and the rules and regulations promulgated thereunder. (ee) "U.S. Tax Code" shall mean the Internal Revenue Code of 1986 of the United States of America, as amended, and the rulings and regulations (including proposed regulations) promulgated thereunder. SECTION 13. EXECUTION. To record the adoption of the Plan by the Company's shareholders, the Company has caused its authorized officer to execute the same. STATS CHIPPAC LTD. By: Tan Lay Koon -------------------- Title: President & CEO -------------------- 17 EX-4.4 3 ex4-4_082104.txt EMPLOYEE SHARE PURCHASE PLAN 2004 Exhibit 4.4 STATS ChipPAC Ltd. Employee Share Purchase Plan 2004 (Adopted and approved at the Extraordinary Meeting held on 4 August 2004) TABLE OF CONTENTS Page SECTION 1. PURPOSE OF THE PLAN...........................................3 SECTION 2. ADMINISTRATION OF THE PLAN....................................3 (a) Committee Composition.........................................3 (b) Committee Responsibilities....................................3 (c) Committee Liability...........................................3 (d) Board Action..................................................3 (e) Timing........................................................3 (f) Governing Law.................................................4 SECTION 3. ENROLLMENT AND PARTICIPATION..................................4 (a) Purchase Periods..............................................4 (b) Enrollment....................................................4 (c) Duration of Participation.....................................4 SECTION 4. EMPLOYEE CONTRIBUTIONS........................................4 (a) Amount of Contributions.......................................4 (b) Payment of Lump Sum Cash Payments.............................5 (c) Frequency of Payroll Deductions...............................5 (d) Changing Contribution Rates...................................5 SECTION 5. WITHDRAWAL FROM THE PLAN......................................5 (a) Withdrawal....................................................5 (b) Re-Enrollment After Withdrawal................................5 SECTION 6. CHANGE IN EMPLOYMENT STATUS...................................6 (a) Termination of Employment.....................................6 (b) Leave of Absence..............................................6 (c) Death.........................................................6 SECTION 7. PLAN ACCOUNTS AND PURCHASE OF ORDINARY SHARES.................6 (a) Plan Accounts.................................................6 (b) Purchase Price................................................6 (c) Number of Ordinary Shares Purchased...........................7 (d) Available Ordinary Shares Insufficient........................7 (e) Issuance of Ordinary Shares or ADSs...........................8 (f) Unused Cash Balances..........................................9 SECTION 8. LIMITATIONS ON OWNERSHIP......................................9 (a) Five Percent Limit............................................9 (b) U.S. Dollar Limit.............................................9 (c) Individuals Subject to Non-U.S. Jurisdictions; Trust.........10 i SECTION 9. RIGHTS NOT TRANSFERABLE......................................10 SECTION 10. NO RIGHTS AS AN EMPLOYEE.....................................10 SECTION 11. NO RIGHTS AS A SHAREHOLDER...................................10 SECTION 12. SECURITIES LAW REQUIREMENTS..................................10 SECTION 13. ORDINARY SHARES OFFERED UNDER THE PLAN.......................11 (a) Authorized Ordinary Shares...................................11 (b) Anti-Dilution Adjustments....................................11 (c) Corporate Transactions.......................................11 SECTION 14. AMENDMENT OR DISCONTINUANCE..................................11 SECTION 15. SHAREHOLDER APPROVAL.........................................12 SECTION 16. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT......................12 SECTION 17. DEFINITIONS..................................................12 SECTION 18. EXECUTION....................................................15 ii 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 (either in the form of Ordinary Shares or ADSs) from the Company on favorable terms and to pay for such purchases through periodic payroll deductions or lump sum payments. The Plan is intended to qualify under Section 423 of the U.S. Tax Code; however, the Company assumes no responsibility, and shall not be liable, for tax consequences to any Participant in the event the Plan does not so qualify. SECTION 2. ADMINISTRATION OF THE PLAN. (a) Committee Composition. The Plan shall be administered by the 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. 3 (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 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 (subject to Section 8(b) hereof) 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 or reaches the end of the Purchase Period in which his or her periodic payroll contributions were discontinued pursuant to Section 8(b) 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. A Participant whose employee contributions were discontinued automatically under Section 8(b) hereof shall automatically resume participation at the beginning of the earliest Purchase Period ending in the next calendar year; 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 4 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 Purchase Date 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%. 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. 5 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 fide 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 a Purchase Date, 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 a Purchase Date but prior to the delivery to him or her of any Ordinary Shares or cash remaining in his or her Plan Account, the Company 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. (b) Purchase Price. The Purchase Price for each Ordinary Share purchased on the Purchase Date shall be the lower of: (i) 85% of the Fair Market Value of such Ordinary Share on the first Business Day in the applicable Purchase Period; or (ii) 85% of the Fair Market Value of such Ordinary Share on the last Business Day in the applicable Purchase Period. 6 Notwithstanding the foregoing, the Purchase Price for each Ordinary Share shall in no event be less than the par value of an Ordinary Share on the Purchase Date. (c) Number of Ordinary Shares Purchased. As of the Purchase Date, each Participant shall, subject to the provisions of this Section 7(c), be deemed to have elected to purchase the number of Ordinary Shares calculated in accordance with this Section 7(c), 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 from the Company with the funds in the Participant's Plan Account. The foregoing notwithstanding and subject to the share limitations set forth in Sections 8(b) and 13(a), the maximum number of Ordinary Shares that a Participant may purchase in each Purchase Period shall not exceed the number of Ordinary Shares equal to the quotient arrived at by dividing US$12,500 by the Fair Market Value of an Ordinary Share as of the Offering Date rounded down to the nearest whole Ordinary Share, provided, however, that in no event shall the maximum number of Ordinary Shares contemplated by the limit in this sentence exceed 10,000 Ordinary Shares. In the case of a Participant who elects to purchase Ordinary Shares (rather than Ordinary Shares in the form of ADSs), 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(c), 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(c), the Participant may be required to deliver to the Company, 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). (d) 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 (including the number of Ordinary Shares represented by ADSs, in the case of Participants who elect to purchase Ordinary Shares in the form of ADSs) remaining available for issuance 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 issuance by a fraction, the numerator of which is the number of Ordinary Shares that such Participant has elected to purchase (or number of Ordinary Shares represented by ADSs, in the case of a Participant who elects to purchase Ordinary Shares in the form of ADSs) and the denominator of which is the number of Ordinary Shares that all Participants have elected to purchase (including the number of Ordinary Shares represented by ADSs, in the case of Participants who elect to purchase ADSs), rounded down to the nearest whole Ordinary Share. In the case of a Participant who elects to purchase Ordinary Shares (rather than Ordinary Shares in the form of ADSs), 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. 7 (e) Issuance of Ordinary Shares or ADSs. 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 applicable Purchase Date, allot the relevant Ordinary Shares and dispatch to the CDP the relevant Ordinary Share certificates by ordinary post or such other mode as the Committee may deem fit. 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 or ADSs are quoted or listed for permission to deal in and for quotation of such Ordinary Shares or ADSs. Ordinary Shares that are allotted to a Participant on the Purchase Date shall, unless delivery of the Ordinary Shares so allotted is to be made in the form of ADSs (in which case the terms of the next sentence shall apply), 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 agent or the CPF investment account maintained with a CPF agent bank. With respect to any Ordinary Shares allotted by the Company in respect of Participants who have elected to receive Ordinary Shares in the form of ADSs, the Company shall, 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, the Memorandum of Association, the Articles of Association of the Company and the deposit agreement for the ADSs, as soon as practicable after the applicable allotment date, cause the applicable number of Ordinary Shares to be deposited with the custodian for the securities represented by the ADSs and appointed for such purpose by the Bank and arrange for the issuance and delivery of the applicable number of ADSs to the entity previously appointed by the Company for the safekeeping of ADSs on behalf of, and maintenance of Plan Accounts for the benefit of, Participants purchasing ADSs hereunder. Any fees, expenses and taxes payable in respect of the deposit of Ordinary Shares with the Bank and the issuance and delivery of ADSs upon the terms and conditions hereof shall be paid by the Company upon deposit of the Ordinary Shares and prior to the delivery of the corresponding ADSs to the entity appointed to safekeep ADSs on behalf of the Participants. As contemplated herein, no fractional ADSs will be issued to the Participants. 8 (f) 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(c) and 7(d) hereof), or (2) less than the Purchase Price for a whole ADS or 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(c), 7(d), 8(b) 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. (a) Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Ordinary Shares under the Plan if such Participant, immediately after his or her election to purchase such Ordinary Shares, would own shares possessing more than 5% of the total combined voting power or value of all classes of shares of the Company or any Parent or Subsidiary. (b) U.S. Dollar Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right under the Plan that permits the Participant's rights to purchase Ordinary Shares under the Plan, together with other rights or options to purchase Ordinary Shares or other securities of the Company under all other employee share purchase plans of the Company or any Parent or any Subsidiary subject to Section 423 of the U.S. Tax Code, to accrue at a rate which exceeds US$25,000 of the Fair Market Value of such Ordinary Shares or other securities of the Company for each calendar year in which the purchase right is outstanding at any time. For the purpose of the limitation imposed by this Section 8(b): (i) the right to purchase Ordinary Shares or other securities of the Company under a right or option accrues when the right or option (or any portion thereof) first becomes exercisable during the calendar year, (ii) the right to purchase Ordinary Shares or other securities of the Company under a right or option accrues at the rate provided in the right or option, but in no case may such rate exceed US$25,000 of the Fair Market Value of such Ordinary Shares or other securities of the Company for any one calendar year, and (iii) a right to purchase Ordinary Shares or other securities of the Company that has accrued under one right granted pursuant to the Plan may not be carried over to any other right or option. This limitation shall be applied in accordance with Section 423(b)(8) of the U.S. Tax Code and the U.S. Treasury Regulations thereunder. For purposes of this Section 8(b), the Fair Market Value of Ordinary Shares that are or may be purchased pursuant to the Plan shall be determined in each case as of the Offering Date in which such Ordinary Shares are purchased, and the Fair Market Value of Ordinary Shares or other securities of the Company that are or may be purchased pursuant to all other employee share purchase plans of the Company or any Parent or any Subsidiary subject to Section 423 of the U.S. Tax Code shall be determined in each case at the time the option or right to purchase Ordinary Shares or other securities of the Company pursuant to such plan is granted. 9 Employee share purchase plans not described in Section 423 of the U.S. Tax Code shall be disregarded for purposes of this Section 8(b). If a Participant is precluded by this Section 8(b) from purchasing additional Ordinary Shares under the Plan, then his or her employee contributions shall automatically be discontinued and shall resume at the beginning of the earliest Purchase Period ending in the next calendar year (if he or she then is an Eligible Employee). (c) Individuals Subject to Non-U.S. Jurisdictions; Trust. 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 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 under the Plan unless the issuance 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 10 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 (including the number of Ordinary Shares represented by ADSs purchased under the Plan) shall not exceed 130 million Ordinary Shares. (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 (including, without limitation, a change in the ratio of Ordinary Shares to ADSs): (i) the aggregate number of Ordinary Shares offered under the Plan; (ii) the Ordinary Share limitation per Purchase Period described in Section 7(c) hereof; (iii) the rounding procedures described in Sections 7(c) and 7(d) hereof; and (iv) the price of Ordinary Shares that any Participant has elected to purchase. No adjustment or action described in this Section 13(b) or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause (i) the Plan to fail to satisfy the requirements of Section 423 of the U.S. Tax Code and (ii) to the extent prohibited under applicable law, an Ordinary Share to be issued at a Purchase Price below the par value of an Ordinary Share. (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 Purchase Date shall be set (the "New Purchase Date"), as of which date any Purchase Period then in progress will terminate. SECTION 14. AMENDMENT OR DISCONTINUANCE. 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 may be terminated by the Board of Directors on a Purchase Date or by the setting of a New Purchase 11 Date by the Board of Directors with respect to a Purchase Period then in progress 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) "ADS" means an American Depositary Share issued under the terms of the deposit agreement signed by the Company and the Bank for the purposes of issuance of Ordinary Shares in the form of ADSs. As of the date hereof, each ADS represents the right to receive ten Ordinary Shares (subject to adjustment in accordance with the terms of the deposit agreement for the ADSs). As of the date hereof, the ADSs are quoted on the NASDAQ Stock Exchange. (b) "Bank" means Citibank, N.A. or such other bank as the Company may from time to time appoint for purposes of serving as its depositary for its ADSs. (c) "Board of Directors" means the Board of Directors of the Company, as constituted from time to time. (d) "Business Day" means a day on which the exchange on which the Ordinary Shares are traded is open for trading of securities. (e) "CDP" means The Central Depository (Pte) Limited. (f) "Committee" means the committee, as described in Section 2 hereof. (g) "Company" means STATS ChipPac Ltd., a Singapore public company limited by shares. (h) "Compensation" means the total compensation paid in cash to a Participant by a Participating Company, including base salary, shift premiums, overtime, commissions and 12 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. (i) "Corporate Transaction" means: (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 Change in Control 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. 13 (j) "CPF" means Central Provident Fund. (k) "Eligible Employee" means any employee of a Participating Company whose customary employment is for more than five months per calendar year and for at least 20 hours per week; provided, however that an individual shall not be considered an Eligible Employee if: (i) his or her participation in the Plan is prohibited by the law of any country which has jurisdiction over him or her; or (ii) he or she directly or indirectly owns shares, or holds outstanding options to purchase shares or both, possessing five percent (5%) or more of the total combined voting power or value of all classes of shares of the Company or of any Subsidiary. The employment status of an individual shall be determined in accordance with United States Treasury Regulations ss. 1.421-7(h) or any successor regulation thereto. (l) "Fair Market Value" means the fair market value of an Ordinary Share, determined in the following order of priority: (i) 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; or (ii) 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. (m) "Offering Date" means the first day of each Purchase Period. (n) "Ordinary Share" means one ordinary share, of par value Singapore $0.25, in the capital of the Company, as adjusted in accordance with Section 13 hereof. (o) "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. (p) "Participant" means an Eligible Employee who elects to participate in the Plan, as provided in Section 3(b) hereof. (q) "Participating Company" means (i) the Company and (ii) each present or future Subsidiary designated by the Committee as a Participating Company. 14 (r) "Plan" means this STATS ChipPAC Ltd. Employee Share Purchase Plan 2004, as amended from time to time. (s) "Plan Account" means the account established for each Participant pursuant to Section 7(a) hereof. (t) "Purchase Date" means the last day of each Purchase Period. (u) "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. (v) "Purchase Price" means the price at which Participants may purchase Ordinary Shares under the Plan, as determined pursuant to Section 7(b) hereof. (w) "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. (x) "U.S. Tax Code" means the U.S. Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. 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 and to become effective as of 4 August 2004. STATS ChipPAC Ltd. By: Tan Lay Koon --------------------------- Title: President & CEO --------------------------- 15 EX-5.1 4 ex5-1_082104.txt ADVISORY LETTER Exhibit 5.1 [On the letterhead of Allen and Gledhill] August 25, 2004 STATS ChipPAC Ltd. 5 Yishun Street 23 Singapore 7684442 Dear Sirs, 1. We have acted as Singapore legal advisers to STATS ChipPAC Ltd. (the "Company"), a company organised under the laws of Singapore, in connection with a registration statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission ("SEC") in the United States on August 25, 2004 (the "Registration Statement"), for the registration under the United States Securities Act of 1933, as amended, of up to (a) 140 million ordinary shares S$0.25 each in the capital of the Company (the "Option Shares"), directly or in the form of American Depository Shares, issuable upon exercise of options issued or issuable pursuant to the STATS ChipPAC Ltd. Share Option Plan, as amended (the "STATS ChipPAC Share Option Plan") and (b) 100 million ordinary shares of S$0.25 each in the capital of the Company (the "ESPP Shares"), directly or in the form of American Depositary Shares, issuable pursuant to the exercise of the purchase rights granted under the STATS ChipPAC Ltd. Employee Share Purchase Plan 2004 (the "STATS ChipPAC ESPP", together with the STATS ChipPAC Share Option Plan, the "STATS ChipPAC Plans"). 2. We have examined the following documents: (a) a copy of each of the STATS ChipPAC Plans; (b) a draft of the Registration Statement; (c) copies of the Memorandum of Association and Articles of Association of the Company, the Certificate of Incorporation of the Company, the Certificate of Incorporation on Conversion to a public company of the Company; (d) copies of a certified true extract of the resolutions in writing of the Board of Directors of the Company (the "Board Resolutions") passed on 11 June 2004 and a certified true extract of the minutes of the extraordinary general meeting of the Company held on 4 August 2004 (the "Shareholders' Resolutions"), inter alia, authorising the issuance of the options granted pursuant to the STATS ChipPAC Share Option Plan, the issuance of Option Shares upon exercise of such options granted pursuant to the STATS ChipPAC Share Option Plan, the grant of the purchase rights pursuant to the STATS ChipPAC ESPP and the issuance of ESPP Shares pursuant to the exercise of such purchase rights granted pursuant to the STATS ChipPAC ESPP; and (e) such records of the corporate proceedings of the Company as we have deemed relevant and such other certificates, records and documents as we deemed necessary for the purposes of this opinion. 3. We have assumed: (a) the genuineness of all signatures, seals and chops (if any) on all documents and the completeness, and the conformity to original documents, of all copies submitted to us; (b) that copies of the Memorandum and Articles of Association and the Certificate of Incorporation of the Company and the Certificate of Incorporation on Conversion to a public company of the Company submitted to us for examination are true, complete and up-to-date copies; (c) the conformity to the original documents of all documents produced to us as copies and the authenticity of the original documents, which or copies of which have been submitted to us; (d) that copies of the Board Resolutions and the Shareholders' Resolutions submitted to us for examination are true, complete and up to date copies; and (e) that the Board Resolutions and the Shareholders' Resolutions have not been rescinded or modified and they remain in full force and effect and that no other resolution or other action has been taken which may affect the validity of the Board Resolutions or the Shareholders' Resolutions. 4. Based upon and subject to the foregoing, and assuming that the total issued and paid-up share capital of the Company consequent upon the issue of the Shares from time to time will not exceed the authorised share capital of the Company at any time, and there shall be subsisting a valid authority given pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore in respect of the issue of Shares from time to time, we are of the opinion that: (a) the Option Shares will be duly authorised when and to the extent options are issued pursuant to the STATS ChipPAC Share Option Plan and exercised in accordance with the terms of the STATS ChipPAC Share Option Plan and upon receipt of the approval of the Board of Directors of the Company or a committee thereof for the allotment and issue of the Option Shares and, upon the issue of share certificates representing the Option Shares in accordance with the Articles of Association of the Company against payment for the Option Shares, the Option Shares will be validly issued, fully paid and non-assessable; and (b) the ESPP Shares will be duly authorised and, when and to the extent purchase rights are granted pursuant to the STATS ChipPAC ESPP and exercised in accordance with the terms of the STATS ChipPAC ESPP and upon receipt of the approval of the Board of Directors of the Company or a committee thereof for the allotment and issue of the ESPP Shares and, upon the issue of share certificates representing the ESPP Shares in accordance with the Articles of Association of the Company against payment for the ESPP Shares, the ESPP Shares will be validly issued, fully paid and non-assessable. For the purposes of this opinion we have assumed that the term "non-assessable" in relation to the Option Shares and the ESPP Shares (collectively, the "Shares") to be issued means under Singapore law that holders of such Shares, having fully paid up all amounts due on such Shares as to nominal amount and premium thereon, are under no further personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of such Shares. 5. We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended or the rules and regulations of the SEC thereunder. Yours faithfully /s/ Allen & Gledhill - -------------------- Allen & Gledhill EX-23.1 5 ex23-1_082104.txt CONSENT OF KPMG Exhibit 23.1 [LOGO] 16 Raffles Quay #22-00 P.O. Box 448 Telephone +65 6213 3388 Hong Leon Building Robinson Road Fax +65 6225 0984 Singapore 048581 Singapore 900848 www.kpmg.com.sg Consent of Independent Registered Public Accounting Firm The Board of Directors STATS ChipPAC Ltd.: We consent to the incorporation by reference in the registration statement on Form S-8 for the registration of shares of common stock to be issued pursuant to the Share Option Plan and Employee Share Purchase Plan 2004, of our report dated February 6, 2004, relating to the consolidated balance sheets of ST Assembly Test Services Ltd and subsidiaries as of December 31, 2002 and 2003, and the related consolidated statements of operations, comprehensive loss, shareholders' equity and cash flows for the years ended December 31, 2001, 2002, and 2003, which report appears in the December 31, 2003, annual report on Form 20-F of ST Assembly Test Services Ltd. /s/ KPMG Singapore August 24, 2004 -----END PRIVACY-ENHANCED MESSAGE-----