-----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, VMN1H8MpkcpwFzUNJfX1rr6WPU4FRMq8ovfpvsL7PY1gBOYoykAkGWjFXJbuf6xP ijKB8F+48x+5RcrxzInirA== 0000891618-01-000143.txt : 20010214 0000891618-01-000143.hdr.sgml : 20010214 ACCESSION NUMBER: 0000891618-01-000143 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010213 EFFECTIVENESS DATE: 20010213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD CENTRAL INDEX KEY: 0000866374 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55528 FILM NUMBER: 1538604 BUSINESS ADDRESS: STREET 1: 11 UBI ROAD 1 STREET 2: #07 01 02 MEIBAN INDUSTRIAL BLDG CITY: SINGAPORE 408723 STATE: U0 BUSINESS PHONE: 0654495255 FORMER COMPANY: FORMER CONFORMED NAME: FLEX HOLDINGS PTE LTD DATE OF NAME CHANGE: 19940201 S-8 1 f69560ors-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on February 13, 2001 Registration No. 333- _____ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FLEXTRONICS INTERNATIONAL LTD. (Exact Name of Registrant as Specified in Its Charter) SINGAPORE NOT APPLICABLE (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.)
11 UBI ROAD 1, #07-01/02, MEIBAN INDUSTRIAL BUILDING, SINGAPORE 408723 (Address of Principal Executive Offices) SHARE OPTIONS GRANTED UNDER WAVE OPTICS, INC. 1997 SHARE OPTION PLAN ASSUMED BY THE REGISTRANT SHARE OPTIONS GRANTED UNDER WAVE OPTICS, INC. 2000 SHARE OPTION PLAN ASSUMED BY THE REGISTRANT (Full Title of the Plans) MICHAEL E. MARKS CHAIRMAN AND CHIEF EXECUTIVE OFFICER FLEXTRONICS INTERNATIONAL LTD. 11 UBI ROAD 1, #07-01/02 MEIBAN INDUSTRIAL BUILDING SINGAPORE 408723 (65) 844-3366 (Name, Address and Telephone Number, Including Area Code, of Agent For Service) Copies to: TIMOTHY STEWART, ESQ. DAVID K. MICHAELS, ESQ. FLEXTRONICS INTERNATIONAL LTD. TRAM T. PHI, ESQ. C/O FLEXTRONICS INTERNATIONAL USA, INC. DAVID C. OWEN, ESQ. 2090 FORTUNE DRIVE FENWICK & WEST LLP SAN JOSE, CALIFORNIA 95131 TWO PALO ALTO SQUARE PALO ALTO, CALIFORNIA 94306
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION, AND SALES OF THE REGISTERED SECURITIES WILL BEGIN AS SOON AS REASONABLY PRACTICABLE AFTER SUCH EFFECTIVE DATE. CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED SECURITIES TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE (2) REGISTRATION FEE ---------------- ---------- --------- ------------------ ---------------- Ordinary Shares, S$0.01 par value 311,640 (1) $3.48072 (2) $1,084,731.58 $271.18
(1) Represents shares subject to assumed outstanding share options as of February 13, 2001 granted under the Wave Optics, Inc. 1997 Share Option Plan and 2000 Share Option Plan. (2) Represents weighted average per share exercise price for such outstanding options, calculated pursuant to Rule 457(h)(1) solely for the purpose of calculating the registration fee. 2 ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000, as amended, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which Annual Report contains audited financial statements for the fiscal year ended March 31, 2000; (b) the Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2000, September 30, 2000 and December 31, 2000 filed pursuant to Section 13(a) of the Exchange Act; (c) the Registrant's Current Reports on Form 8-K filed with the Commission on April 18, 2000, June 13, 2000, June 19, 2000, June 22, 2000, June 27, 2000, September 15, 2000, September 20, 2000, September 20, 2000, November 14, 2000, January 29, 2001, February 1, 2001 and February 8, 2001; and (d) the description of the Registrant's Ordinary Shares contained in the Registrant's registration statement on Form 8-A filed with the Commission under Section 12(g) of the Exchange Act. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 155 of the Flextronics articles provides that, subject to the Singapore Companies Act, every director or other officer shall be entitled to be indemnified by Flextronics against all liabilities incurred by him in the execution and discharge of his duties or in relation thereto, including any liability in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of Flextronics and in which judgment is given in his favor, or the proceedings otherwise disposed of without finding or admission of any material breach of duty; in which he is acquitted; or in connection with any application under any statute for relief from liability for any act or omission in which relief is granted to him by the court. In addition, no director or other officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer, joining in any receipt or other act for conformity, or for any loss or expense happening to Flextronics, through the insufficiency or deficiency of title to any property acquired by order of the directors for Flextronics or for the insufficiency or deficiency of any security upon which any of the moneys of Flextronics are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss or misfortune which happens in the execution of his duties, unless the same happens through his own negligence, willful default, breach of duty or breach of trust. Section 172 of the Companies Act prohibits a company from indemnifying its directors or officers against liability which by law would otherwise attach to them for any negligence, default, breach of duty 2 3 or breach of trust of which they may be guilty relating to the company. However, a company is not prohibited from purchasing and maintaining for any such officer insurance against any such liability except where (a) the liability arises out of conduct involving dishonesty or a willful breach of duty, or (b) indemnifying such officer against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted, or in connection with any application in relation to liability in which relief is granted to him by the court. Flextronics has entered into indemnification agreements with its officers and directors. These indemnification agreements provide Flextronics' officers and directors with indemnification to the maximum extent permitted by the Companies Act. Flextronics has also obtained a policy of directors' and officers' liability insurance that will insure directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances which are permitted under the Companies Act. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. 4.1 Memorandum and New Articles of Association of the Registrant. (Incorporated by reference to Exhibit 3.01 of the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2000. 4.2 Indenture dated as of October 15, 1997 between the Registrant and State Street Bank and Trust Company of California, N.A., as trustee. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K for event reported on October 15, 1997.) 4.3 Credit Agreement dated as of October 27, 1999 by and among the Company, the lenders named therein, ABN AMRO, as agent, BankBoston, N.A. as documentation agent and Bank of America, N.A., Banque Nationale de Paris, The Bank of Nova Scotia and Citicorp USA, Inc., as co-agents. (Incorporated by reference to Exhibit 10.02 of the Registrant's Report on Form 10-Q/A for the quarterly period ended December 31, 1999.) 4.4 Credit Agreement dated October 27, 1999 by and among FIUI, the lenders named therein, ABN AMRO Bank N.V., as agent, BankBoston, N.A., as documentation agent, and Bank of America, N.A., Banque Nationale de Paris, The Bank of Nova Scotia and Citicorp USA, Inc., as co-agents. (Incorporated by reference to Exhibit 10.02 of the Registrant's Report on Form 10-Q/A for the quarterly period ended December 31, 1999.) 4.5 Credit Agreement dated April 3, 2000 among the Registrant and its subsidiaries designated under the Credit Agreement as borrowers from time to time, the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, Fleet National Bank as documentation agent, Bank of America, National Association and Citicorp USA, Inc. as managing agents, and The Bank of Nova Scotia as co-agent. (Incorporated by reference to Exhibit 10.26 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000.) 4.6 Credit Agreement dated as of April 3, 2000 among Flextronics International USA, Inc., The DII Group, Inc., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. Gas agent for the lenders, Fleet National Bank, as documentation agent, Bank of America, National Association and Citicorp USA, Inc. as managing agents, and The Bank of Nova Scotia as co-agent. Certain schedules have been omitted. (Incorporated by reference to Exhibit 10.27 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000.) 4.7 U.S. Dollar Indenture dated June 29, 2000 between the Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated by reference to Exhibit 4.1 of the Registrant's Annual Report on Form 10-K for fiscal year ended March 31, 2000.)
3 4 4.8 Euro Indenture dated as of June 29, 2000 between Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated by reference to Exhibit 4.2 of the Registrant's Annual Report on Form 10-K for fiscal year ended March 31, 2000.) 4.9 1997 Share Option Plan of Wave Optics, Inc. and related documents. 4.10 2000 Share Option Plan of Wave Optics, Inc. and related documents. 5.1 Opinion of Allen & Gledhill with respect to the ordinary shares being registered. 23.1 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.2 Consent of Deloitte & Touche LLP, Independent Auditors. 23.3 Consent of Allen & Gledhill (included in Exhibit 5.1). 24.1 Power of Attorney (included in the signature page of this Registration Statement).
ITEM 9. UNDERTAKINGS. 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 the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 15(d) of the Exchange Act that are incorporated by reference in the 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 5 The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 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 the Registration Statement 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. 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 provisions discussed in Item 6 hereof, 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 hereby, 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. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 City of San Jose, State of California, on the 13th day of February, 2001. FLEXTRONICS INTERNATIONAL LTD. By: ------------------------------------- Michael E. Marks Chairman of the Board, Chief Executive Officer and Authorized U.S. Representative POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Michael E. Marks and Robert R.B. Dykes and each one of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including any and all amendments, including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Michael E. Marks Chairman of the Board and Chief Executive February 13, 2001 - ------------------------------------ Officer (principal executive officer) Michael E. Marks /s/ Robert R.B. Dykes President, Systems Group and Chief February 13, 2001 - ------------------------------------ Financial Officer (principal financial Robert R.B. Dykes officer) /s/ Thomas J. Smach Vice President, Finance February 13, 2001 - ------------------------------------ (principal accounting officer) Thomas J. Smach /s/ Tsui Sung Lam Director February 13, 2001 - ------------------------------------ Tsui Sung Lam /s/ Michael J. Moritz Director February 13, 2001 - ------------------------------------ Michael J. Moritz /s/ Richard L. Sharp Director February 13, 2001 - ------------------------------------ Richard L. Sharp Director - ------------------------------------ Patrick Foley /s/ Chuen Fah Alain Ahkong Director February 13, 2001 - ------------------------------------ Chuen Fah Alain Ahkong Director - ------------------------------------ Goh Thiam Poh Tommie
6 7 EXHIBIT INDEX
Exhibit Number Document Description - ------- -------------------- 4.1 Memorandum and New Articles of Association of the Registrant. (Incorporated by reference to Exhibit 3.01 of the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2000. 4.2 Indenture dated as of October 15, 1997 between the Registrant and State Street Bank and Trust Company of California, N.A., as trustee. (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K for event reported on October 15, 1997.) 4.3 Credit Agreement dated as of October 27, 1999 by and among the Company, the lenders named therein, ABN AMRO, as agent, BankBoston, N.A. as documentation agent and Bank of America, N.A., Banque Nationale de Paris, The Bank of Nova Scotia and Citicorp USA, Inc., as co-agents. (Incorporated by reference to Exhibit 10.02 of the Registrant's Report on Form 10-Q/A for the quarterly period ended December 31, 1999.) 4.4 Credit Agreement dated October 27, 1999 by and among FIUI, the lenders named therein, ABN AMRO Bank N.V., as agent, BankBoston, N.A., as documentation agent, and Bank of America, N.A., Banque Nationale de Paris, The Bank of Nova Scotia and Citicorp USA, Inc., as co-agents. (Incorporated by reference to Exhibit 10.02 of the Registrant's Report on Form 10-Q/A for the quarterly period ended December 31, 1999.) 4.5 Credit Agreement dated April 3, 2000 among the Registrant and its subsidiaries designated under the Credit Agreement as borrowers from time to time, the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for the lenders, Fleet National Bank as documentation agent, Bank of America, National Association and Citicorp USA, Inc. as managing agents, and The Bank of Nova Scotia as co-agent. (Incorporated by reference to Exhibit 10.26 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000.) 4.6 Credit Agreement dated as of April 3, 2000 among Flextronics International USA, Inc., The DII Group, Inc., the lenders named in Schedule I to the Credit Agreement, ABN AMRO Bank N.V. Gas agent for the lenders, Fleet National Bank, as documentation agent, Bank of America, National Association and Citicorp USA, Inc. as managing agents, and The Bank of Nova Scotia as co-agent. Certain schedules have been omitted. (Incorporated by reference to Exhibit 10.27 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000.) 4.7 U.S. Dollar Indenture dated June 29, 2000 between the Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated by reference to Exhibit 4.1 of the Registrant's Annual Report on Form 10-K for fiscal year ended March 31, 2000.) 4.8 Euro Indenture dated as of June 29, 2000 between Registrant and Chase Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated by reference to Exhibit 4.2 of the Registrant's Annual Report on Form 10-K for fiscal year ended March 31, 2000.) 4.9 1997 Share Option Plan of Wave Optics, Inc. and related documents. 4.10 2000 Share Option Plan of Wave Optics, Inc. and related documents. 5.1 Opinion of Allen & Gledhill. 23.1 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.2 Consent of Deloitte & Touche LLP, Independent Auditors. 23.3 Consent of Allen & Gledhill (included in Exhibit 5.1). 24.1 Power of Attorney (included in the signature page of this Registration Statement).
EX-4.9 2 f69560orex4-9.txt EXHIBIT 4.9 1 EXHIBIT 4.9 WAVE OPTICS, INC. 1997 SHARE OPTION PLAN (as amended and restated July 1, 1997) 1. PURPOSE This 1997 Share Option Plan (the "Plan") is intended to reward past service by, increase incentive for and encourage ordinary share ownership on the part of selected key employees of, and consultants retained by, Wave Optics, Inc. (the "Corporation") or other corporations which are or become subsidiaries of the Corporation. It is also the purpose of the Plan to provide such employees and consultants with a proprietary interest, or increase their proprietary interest, in the Corporation and its subsidiaries, and to encourage them to continue in the employ of or to be retained by the Corporation or the subsidiaries. It is intended that certain options granted pursuant to the Plan shall constitute incentive share options ("incentive share options") within the meaning of Section 422 of the Internal Revenue Code of 1986 (the "Code"), and that certain options granted pursuant to the Plan shall not constitute incentive share options ("non-qualified share options"). The word "subsidiaries" as used in the Plan shall mean corporations in which the Corporation owns, directly or indirectly, more than 50% of the voting shares, in accordance with Section 424(f) of the Code. 2. SHARES The shares subject to the Plan shall be the shares of the Corporation's authorized but unissued ordinary shares of S$0.01 each in the capital of the Corporation ("Shares"). The aggregate number of shares which may be issued under the Plan shall not exceed 75,000, subject to such adjustments as may be required pursuant to Section 6 hereof. In the event that any outstanding option under the Plan shall expire or be terminated for any reason, the Shares allocated to the unexercised portion of such option shall again become available to be made subject to an option under the Plan. 3. ADMINISTRATION The Plan shall be administered by a committee (the "Committee") of the Board of Directors of the Corporation (the "Board"). The Board shall be authorized, subject to the provisions of the Plan, to establish such rules and regulations as it may deem appropriate for the proper administration of the Plan, and to make such determinations under, and such interpretations of, and to take such steps in connection with, the Plan or the options granted thereunder as it may deem necessary or advisable. The interpretation and construction by the Board of any provisions of the Plan or any option granted pursuant thereto shall be final, binding and conclusive. No member of the Board shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan or any transaction thereunder. Notwithstanding the foregoing, the Board shall have the authority to delegate its duty to administer the Plan to a committee of the Board appointed by the Board. In addition, as of the date of the first registration of an equity security of the Corporation under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), the Plan shall be administered in such manner as the Board shall determine in order to assure that the Plan complies with Rule 16b-3 of 2 the Securities and Exchange Commission ("Rule 16b-3") if the Board shall deem such compliance necessary or advisable. Any committee charged with administration of the Plan shall have all the powers and protections authorized to the Board under the Plan, except those powers set forth in Section 14 hereof, until the Board shall decide otherwise. 4. ELIGIBILITY AND AWARD OF OPTIONS The Board shall have full and final authority in its discretion, at any time and from time to time, to grant or authorize the granting of options to such officers and other key employees of and consultants retained by the Corporation or its subsidiaries, including members of the Board, as it may select, and for such numbers of shares as it shall designate; provided, however, that, notwithstanding any other provision hereof, no member of the Board shall take any action with respect to his or her participation in the Plan, in accordance with Section 310(a)(2) of the California General Corporation Law (the "Law"). In no event, however, may any consultant participate in the Plan if such participation is (a) prohibited, or (b) restricted (either absolutely or subject to various securities requirements whether legal or administrative, being complied with), in the jurisdiction in which such consultant is resident under the relevant securities laws of that jurisdiction. Provided always that in the case of (b) above, the relevant consultant's participation in the Plan may be effected at the absolute discretion of the Committee if compliance with the relevant securities requirements of the jurisdiction in which such consultant is resident is not impractical (having regard to the nature of those requirements) and would not involve undue expense. The Board shall have full and final authority in its discretion to determine, in the case of officers and other key employees, whether such options shall be incentive share options or non-qualified share options and whether incentive share options and non-qualified share options shall be awarded pursuant to separate grants or in conjunction. However, the aggregate fair market value (determined as of the date on which the option is granted) of the Shares with respect to which incentive share options granted to an officer or other key employee may be exercisable for the first time by such individual during any calendar year (under all incentive share option plans of his or her employer corporation and its parent and subsidiary corporations) shall not exceed $100,000. Persons selected by the Board who are prospective employees of or consultants retained by the Corporation or its subsidiaries shall be eligible to receive non-qualified share options; provided, however, that, in the case of prospective employees, such options shall be subject to such persons' becoming employees, of the Corporation or its subsidiaries. All options granted under the Plan shall be subject to the Corporation's receipt of adequate consideration in accordance with Section 409 of the Law. The date on which an option shall be granted shall be the date of the Board's authorization of such grant or such later date as may be determined by the Board at the time such grant is authorized. Any individual may hold more than one option. 5. TERMS AND CONDITIONS OF OPTIONS Share options granted pursuant to the Plan shall be evidenced by agreements in such form as the Board shall determine, which agreements shall comply with the following terms and conditions: 3 (A) Optionee's Retention or Employment Each option agreement shall state that it shall not be construed as granting an optionee who is a consultant any right to continued retention by or employment with, or an optionee who is or becomes an employee any right to continued employment with, the Corporation or any subsidiary and that, subject to any written retention or employment agreement between the optionee and the Corporation or any subsidiary, such retention and employment shall be terminable at will by the Corporation or such subsidiary. (B) Number of Shares Each option agreement shall state the number of the Shares to which the option pertains. (C) Option Price Each option agreement shall state the option price per share, which shall be not less than 85%, in the case of a non-qualified share option, and 100%, in the case of an incentive share option, of the fair market value of a Share on the date the option is granted. Notwithstanding the foregoing, the option price per share of any option, whether incentive or non-qualified, granted to a person who, on the date of such grant and in accordance with Section 424(d) of the Code, owns shares possessing more than 10% of the total combined voting power of all classes of shares of the Corporation (or of its parent or subsidiary corporation) shall be not less than 110% of the fair market value of a Share on the date the option is granted. In no event may the exercise price be less than the par value of a Share. Fair market value shall mean (i) the average of the closing bid and asked prices of the Shares quoted in the Over-The-Counter Market Summary or the closing price quoted on any exchange on which the Shares is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the date an option is granted or, if no report is available for such date, for the next preceding date for which such a report is available; or (ii) if the Shares is not traded Over-The-Counter or on an exchange, the amount determined in good faith by the Board for the date an option is granted by applying the rules and principles of valuation set forth in Treasury Regulation Section 20.2031-2, relating to the valuation of shares for purposes of Section 2031 of the Code. (D) Medium and Time of Payment The option price shall be payable upon the exercise of an option in legal tender of the United States (in cash or by certified check). Upon receipt of payment, the Corporation shall promptly deliver to the optionee (or the person entitled to exercise the option) a certificate or certificates for the Shares to which the option pertains. (E) Term and Exercise of Option Each option shall state the time or times when it becomes exercisable and, subject to the other provisions of the Plan, the time or times when it expires, both of which provisions shall be determined by the Board; provided, however, that each option shall become exercisable at the rate of at least twenty (20) percent per year over five (5) years from the date the option is 4 granted. To the extent that an option has become exercisable, it may be exercised in whole or in such lesser amount as authorized by the option agreement. If exercised in part, the unexercised portion of an option shall continue to be held by the optionee and may thereafter be exercised as provided in the option agreement and herein. Notwithstanding any other provision of the Plan, (i) no option granted to an employee under the Plan shall be exercisable after the expiration of ten (10) years from the date of its grant, and no option granted to a consultant under the Plan shall be exercisable after the expiration of five (5) years from the date of its grant and (ii) no incentive share option granted under the Plan to a person who, on the date of such grant and in accordance with Section 424(d) of the Code, owns shares possessing more than 10% of the total combined voting power of all classes of shares of the Corporation (or of its parent or subsidiary corporation) shall be exercisable after the expiration of five (5) years from the date of its grant. (F) Termination of Employment or Retention (i) If an optionee who is an employee shall cease to be employed, or an optionee who is a consultant shall cease to be retained (other than to become an employee), by the Corporation and any of its subsidiaries for any reason other than death or disability, his or her option may be exercised within a period, determined by the Board and set forth in the relevant option agreement, not shorter than thirty (30) days or longer than ninety (90) days after the date of such cessation of employment or retention, as the case may be, but only to the extent such option was exercisable under the terms of such option agreement on such date. (ii) If an optionee who is an employee shall cease to be employed, or an optionee who is a consultant shall cease to be retained, by the Corporation and any of its subsidiaries by reason of disability, his or her option may be exercised within a period, determined by the Board and set forth in the relevant option agreement, not shorter than six (6) months or longer than one (1) year after the date of such cessation of employment or retention, as the case may be, but only to the extent such option was exercisable under the terms of such option agreement on such date. (iii) If an optionee should die while in the employ of, or while retained by, the Corporation or any subsidiary or within the period not shorter than thirty (30) days or longer than ninety (90) days or not shorter than six (6) months or longer than one (1) year referred to above, whichever is applicable, his or her option may be exercised, to the extent it was exercisable under the terms of the relevant option agreement immediately prior to the optionee's death, at any time within a period, determined by the Board and set forth in such option agreement, not shorter than six (6) months or longer than one (1) year after the optionee's death by the optionee's executors or administrators or the person or persons to whom the option is transferred by will or by the applicable laws of descent and distribution. No transfer of an option by the optionee by will or by the applicable laws of descent and distribution shall be effective unless the Corporation shall have been furnished with written notice thereof, and such other evidence as the Board may deem necessary to establish the validity of the transfer and the acceptance of the transferee or transferees of the terms and conditions of the option, and to establish compliance with any laws or regulations pertaining thereto. Disability shall mean an optionee's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected 5 to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, in accordance with Section 22(e)(3) of the Code. (G) Other Provisions The option agreements authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the option, restrictions on the transferability and/or right to retain the Shares received upon the exercise of options, and restrictions required by any applicable securities laws, as the Board shall deem advisable. Each optionee shall receive copies of the Corporation's financial statements on an annual basis. 6. CHANGES IN CAPITALIZATION, REORGANIZATIONS AND OTHER EVENTS Subject to any action by the shareholders of the Corporation required by law, the number of the Shares covered by the Plan and each outstanding option, and the price per share thereof, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares resulting from a subdivision or consolidation of shares or the payment of a share dividend (but only on the Shares) or any other increase or decrease in the number of such shares effected without the receipt of consideration by the Corporation; provided, however, that no such adjustment shall result in the issuance of any fractional shares. The issuance of the Shares upon the conversion of convertible securities shall be treated as an issuance for which the Corporation receives consideration for this purpose. Adjustments pursuant to this paragraph shall be made by the Board, whose determinations shall be final, binding and conclusive. A dissolution or liquidation of the Corporation shall cause each outstanding option to terminate. A merger or consolidation in which the Corporation is not the surviving corporation shall affect each outstanding option in the manner set forth in the applicable option agreement. The grant of an option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 7. NONASSIGNABILITY No option granted under the Plan shall be assignable or transferable by an optionee except by will or the laws of descent and distribution. An option granted under the Plan shall be exercisable, during the optionee's lifetime, only by the optionee. 8. NO OBLIGATION TO EXERCISE OPTION The granting of an option shall impose no obligation upon the optionee or a transferee of the optionee to exercise such option. 9. RIGHTS AS A SHAREHOLDER 6 An optionee or a transferee of an optionee shall have no rights as a shareholder with respect to any shares covered by his or her option until the date of the allotment and issuance of such shares to the optionee/transferee and upon his or her registration as the registered holder of such shares in the Branch Register of Members. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such share certificate is issued, except as provided in Section 6. 10. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS Subject to the terms and conditions and within the limitations of the Plan, the Board may modify, extend or renew the exercisability of outstanding options granted under the Plan. Furthermore, the Board may, subject to any applicable provisions of the Plan, upon the cancellation of previously granted higher priced options, regrant options at a lower price. Notwithstanding the foregoing, however, no modification or cancellation and regrant of an option shall, without the written consent of the optionee, alter or impair any rights or obligations under any option theretofore granted under the Plan. 11. USE OF PROCEEDS The proceeds received from the sale of the Shares pursuant to the exercise of options granted under the Plan shall be used for general corporate purposes. 12. APPROVAL OF SHAREHOLDERS Options granted under the Plan shall be subject to approval of the Plan by the shareholders in accordance with Section 422 of the Code. No option granted hereunder may become exercisable unless and until such approval is obtained. In the event an equity security of the Corporation is registered under Section 12 of the Exchange Act, the Plan shall again be submitted for approval by the shareholders, for purposes of Rule 16b-3 and in accordance with the provisions of such Rule, if the Board shall deem compliance with such Rule necessary or advisable. 13. TERM OF PLAN The Plan is effective June 1, 1997 and, unless terminated sooner pursuant to Section 14, shall remain in effect until the earlier of the close of business on May 31, 2007 or when all the Shares subject to or which may become subject to the Plan have been issued upon the exercise of options granted under the Plan. 14. TERMINATION OR AMENDMENT OF THE PLAN The Board may from time to time suspend, discontinue or terminate the Plan or revise or amend it in any respect whatsoever; provided, however, that no such action of the Board shall: 7 (A) without the consent of the optionee, alter or impair any rights or obligations under any option theretofore granted under the Plan; (B) without the approval of the shareholders of the Corporation in accordance with Section 422(b)(1) of the Code, increase the aggregate number of the Shares which may be issued under options granted under the Plan (except as may be effected pursuant to the provisions of Section 6); (C) without the approval of the shareholders of the Corporation in accordance with Section 422(b)(1) of the Code, change the designation of the employees or class of employees eligible to receive incentive share options under the Plan; (D) as of the date of the first registration of an equity security of the Corporation under Section 12 of the Exchange Act and if the Board shall deem compliance with Rule 16b-3 necessary or advisable, without the approval of the shareholders of the Corporation for purposes of Rule 16b-3 and in accordance with the provisions of such Rule, materially increase the benefits accruing to participants under the Plan, materially increase the number of securities which may be issued under the Plan or materially modify the requirements as to eligibility for participation in the Plan; or (E) without such approval by the shareholders of the Corporation as shall be necessary in the opinion of counsel, otherwise amend or modify the Plan. 8 THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. WAVE OPTICS, INC. INCENTIVE SHARE OPTION AGREEMENT THIS AGREEMENT, by and between Wave Optics, Inc., a California corporation (hereinafter called the "Corporation"), and _______________ (hereinafter called the "Optionee"), is made as of the _______________. WITNESSETH: WHEREAS, the Corporation has a 1997 Share Option Plan (hereinafter called the "Plan"), providing for the granting of share options to employees of the Corporation and its subsidiaries (as defined in the Plan), some of which options are intended to be incentive share options (hereinafter referred to as "incentive share options") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase ordinary shares of S$0.01 each in the capital of the Corporation (the "Shares"); and WHEREAS, the Board of Directors of the Corporation (the "Board") has authorized the granting of an incentive share option to the Optionee on the date of this Agreement, thereby allowing the Optionee to acquire a proprietary interest in the Corporation in order that said Optionee will have a further incentive for continuing to be retained by and increasing his or her efforts on behalf of the Corporation and its subsidiaries. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants hereinafter set forth and the sum of $1.00 paid by the option holder to the Corporation (the receipt, adequacy and sufficiency of which the Corporation herby acknowledges), the parties hereto hereby agree as follows: 1. The Corporation hereby grants to the Optionee, as a separate incentive and not in lieu of any fees or other compensation for his or her services, an incentive share option to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of _______________ shares of authorized but unissued Shares, at the exercise price set forth in paragraph 2 of this Agreement. 9 2. The exercise price per share (the "Option Price") shall be $_______________, which is not less than the fair market value per Share on the date of this Agreement. The Option Price shall be payable in legal tender of the United States (in cash or by certified check). 3. The number and class of shares specified in paragraph 1 above, and/or the Option Price, are subject to appropriate adjustment in the event of certain changes in the shares of the Corporation as set forth in the Plan. A dissolution or liquidation of the Corporation, a merger or consolidation in which the Corporation is not the surviving corporation, or a change in control of the Corporation will cause the option granted hereunder to terminate, unless and except to the extent that the agreement effecting the merger, consolidation or change in control shall provide that the option shall continue in effect; provided that the Optionee shall be given thirty (30) days' (or, if less, the maximum practicable) prior written notice of an such event and, prior to such event shall have the right to exercise the option granted hereunder, in whole or in part, to the extent permitted under paragraph 4 below. For purposes of this Agreement, a change in control of the Corporation shall be deemed to have occurred whenever any of the following occurs with respect to the Corporation: (i) the direct or indirect sale or exchange in a single transaction or series of related transactions by the shareholders of the Corporation of more than fifty percent (50%) of the voting shares of the Corporation; (ii) a merger or consolidation in which the Corporation is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Corporation; provided that in the case of (ii) or (iii), a change in control shall be deemed to have occurred only if the shareholders of the Corporation immediately before the transaction do not retain immediately after the transaction, in substantially the same proportions as their ownership of shares of the Corporation's voting shares immediately before the transaction, ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting shares of the Corporation or the surviving corporation or the corporation or corporations to which the assets of the Corporation were transferred. 4. The right to exercise the option shall accrue as to one fourth (1/4) of the number of shares subject to the option on _______________ and as to an additional two and eight hundred thirty-three ten-thousandths percent (2.0833%) of the number of shares subject to the option as of the end of each of the thirty-six (36) consecutive calendar months following such date, provided that the Optionee's employment with the Corporation shall continue as of each such date. Shares entitled to be, but not, purchased as of any such date may be purchased at any subsequent time, subject to paragraphs 5 and 6 below. The number of shares which may be purchased as of any such date shall be rounded up to the nearest whole number. No partial exercise of the option may be for less than ten percent (10%) of the number of shares subject to the option. 5. Notwithstanding any other provision of this Agreement, the option may not be exercised after, and shall expire on, the close of business on (i) in respect of options granted to employees of the Corporation, the tenth anniversary of the date hereof, or, (ii) in respect of options granted to consultants, the fifth anniversary of the date hereof, unless terminated sooner pursuant to paragraph 6 below. 6. In the event of termination of the Optionee's employment with the Corporation and its subsidiaries for any reason except death or disability, the Optionee may, on or before the close of business on the earlier of the date thirty (30) days after the date of such termination or the date determined under paragraph 5 above, exercise the option to the extent the Optionee could have exercised the option on the date of such termination pursuant to paragraph 4 above. In the event 10 of termination of the Optionee's employment with the Corporation and its subsidiaries by reason of his or her disability, the Optionee may, on or before the close of business on the earlier of the date six (6) months after the date of such termination or the date determined under paragraph 5 above, exercise the option to the extent the Optionee could have exercised the option on the date of such termination pursuant to paragraph 4 above. If the Optionee shall die during such thirty (30) day period or such six (6) month period, whichever is applicable, or while in the employ of the Corporation or any subsidiary, the Optionee's transferee as determined under paragraph 8 below may exercise the option, as hereinafter provided, only to the same extent as the Optionee could have exercised the option immediately prior to his or her death pursuant to paragraph 4 above on or before the close of business on the earlier of the date one (1) year after the date of the Optionee's death or the date determined under paragraph 5 above. If the option is not exercised prior to the end of the applicable period described in this paragraph 6, it shall terminate at the end of such period. 7. The option shall be exercisable during the Optionee's lifetime only by the Optionee. The option shall be non-transferable by the Optionee otherwise than by will or the laws of descent and distribution. 8. To the extent exercisable after the Optionee's death, the option shall be exercised only by the Optionee's transferee, who shall be the Optionee's executor(s) or administrator(s) or the person or persons to whom the option is transferred under the Optionee's will or, if the Optionee shall fail to make testamentary disposition of the option, under the applicable laws of descent and distribution. Any transferee exercising the option must furnish the Corporation with (a) written notice of his or her status as transferee, (b) evidence satisfactory to the Corporation to establish the validity of the transfer of the option and compliance with any laws or regulations pertaining to said transfer, and (c) written acceptance of the terms and conditions of the option as prescribed in this Agreement. 9. Subject to paragraphs 10 and 11 below, the option may be exercised by the person then entitled to do so by delivering to the Corporation (a) written notice of exercise in the form attached hereto as Exhibit A (which includes certain restrictions on the transfer of such shares), specifying the number of full shares to be purchased, and (b) full payment of the Option Price thereof (and the amount of any tax the Corporation is required by law to withhold by reason of such exercise). The Corporation shall issue a certificate representing the shares so purchased within a reasonable time after its receipt of such notice of exercise and such payment. 10. Because of the exemption from the qualification requirements of the California Corporate Securities Law of 1968 (the "Law") relied upon by the Corporation in granting the option to the Optionee, the Optionee represents and warrants to the Corporation that the Optionee, by reason of his or her business or financial experience or the business or financial experience of his or her professional advisors who are unaffiliated with and who are not compensated by the Corporation or any affiliate or selling agent of the Corporation, directly or indirectly, has the capacity to protect his or her own interests in connection with the issuance and exercise of the option and is accepting the option, and will purchase the Shares upon exercising the option, for his or her own account and not with a view to or for sale in connection with any distribution thereof. The Optionee hereby acknowledges that the option is not transferable otherwise than in accordance with paragraph 7 above. 11 11. The issuance of Shares upon exercise of the option will be subject to compliance by the Corporation and the person exercising the option with all applicable requirements of federal and state securities and other laws relating thereto and with all applicable regulations of any shares exchange on which the Shares may be listed at the time of such issuance. No person may exercise the option at any time when, in the opinion of counsel to the Corporation, such exercise is not permitted under applicable federal or state securities laws. Nothing herein shall be construed to require the Corporation to register or qualify under applicable federal or state securities laws, or take any action to secure an exemption from such registration and qualification for, the issuance of the Shares upon exercise of the option. 12. The Optionee shall receive financial statements of the Corporation once during each fiscal year of the Corporation while his or her option is outstanding. The Optionee hereby acknowledges that such financial information is confidential to the Corporation and the Optionee further agrees to keep such information confidential. 13. Neither the Optionee nor any person claiming under or through the Optionee shall be or have any of the rights or privileges of a shareholder of the Corporation in respect of any of the shares issuable upon the exercise of the option, unless and his or her name is duly registered in the Branch Register of Members of the Corporation maintained by Equiserve L.P., the share registrar and transfer agent of the Corporation. 14. Nothing in this Agreement shall be construed as granting the Optionee any right to continued employment. Except as the Corporation, or the subsidiary employing the Optionee, and the Optionee shall have otherwise agreed in writing, the Optionee's employment shall be terminable by the Corporation, or by such subsidiary, at will. The Board in its sole discretion shall determine whether any leave of absence or interruption in service (including an interruption during military service) shall be deemed a termination of employment for the purposes of this Agreement. 15. Any notice to be given to the Corporation under the terms of this Agreement shall be addressed to the Corporation. Any notice to be given to the Optionee shall be in writing and delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed to the Optionee at the address set forth beneath the Optionee's signature hereto, or at such other address as the Optionee may hereafter designate in writing. Any such notice shall be deemed to have been duly given when deposited in a United States post office. 16. Nothing herein contained shall affect the Optionee's right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employee benefit plan or program of the Corporation or any subsidiary. 17. Except as otherwise herein provided, the option herein granted and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of said option, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon any attempted sale under any execution, attachment or similar process 12 upon the rights and privileges conferred hereby, said option and the rights and privileges conferred hereby shall immediately become null and void. 18. Subject to the limitation on the transferability of the option contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the parties hereto. 19. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 20. In the event that the Plan is administered by a committee of the Board (the "Committee") at any time subsequent to the date of this Agreement, all references herein to the Board shall be construed to mean the Committee for the period(s) during which the Committee administers the Plan. 21. This Agreement is subject to the terms and conditions of the Plan, including the Board's discretion to modify the provisions hereof. The Plan is incorporated herein by this reference and the Optionee acknowledges receipt of a copy thereof. 22. The Optionee hereby acknowledges that: (i) this Agreement was prepared with his or her knowledge; (ii) he or she was advised by the Corporation to seek independent counsel to review this Agreement on his or her behalf; (iii) he or she had adequate time to seek the advice of such independent counsel and to review this Agreement; and (iv) he or she either obtained the advice of such independent counsel or knowingly and intentionally chose not to seek such advice. IN WITNESS WHEREOF, the parties have executed this Agreement, in duplicate, the day and year first above written. WAVE OPTICS, INC. By: ------------------------------------- [name and title] - --------------------------------- [name], Optionee Address: ------------------------- ------------------------- 13 EXHIBIT A Wave Optics, Inc. 1300 Spacepark Way Mountain View, California 94043 Attention: Corporate Secretary Re: Notice of Exercise of Incentive Share Option Dear _______________: I hereby exercise, as of ______________, ______, my incentive share option (granted _______________) to subscribe for ____________ ordinary shares of S$0.01 each in the capital of Wave Optics, Inc. (the "Corporation") (the "Option Shares"). Payment of the exercise price of $________ is enclosed herewith. As a condition to this notice of exercise, I hereby make the following representations and agreements: 1. I am aware of the Corporation's business affairs and financial condition and have had access to such information about the Corporation as I have deemed necessary or desirable to reach an informed and knowledgeable decision to acquire the Option Shares. I am purchasing the Option Shares for investment for my own account only and not with a view to, or for resale in connection with, any distribution thereof. 2. I understand that the Option Shares have not been registered under the Securities Act of 1933 (the "Act") by reason of specific exemptions therefrom, which exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed herein. In this connection, I understand that, in the view of the Securities and Exchange Commission (the "Commission"), the statutory basis for one such exemption may not exist if presently intend to hold the Option Shares for a minimum capital gains period under the tax laws, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 3. I acknowledge and agree that the Option Shares are restricted securities which must be held indefinitely unless they are subsequently registered under the Act and their offer and sale are qualified under the California Corporate Securities Law of 1968 (the "Law") or exemptions from such registration and qualification are available. I further acknowledge and understand that the Corporation is under no obligation to effect such registration or qualification or to assure the availability of any such exemption. 4. I am aware of the adoption of Rule 144 by the Commission, promulgated under the Act, which permits limited public resale of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the issuer, the passage of not less than one year after the holder has purchased and paid for the securities to be sold, effectuation of the sale on the public market 6 14 through a broker in an unsolicited "brokers' transaction" or to a "market maker," and compliance with specified limitations on the amount of securities to be sold (generally, one percent of the total amount of Shares outstanding) during any three-month period. 5. I understand that the Corporation currently does not, and at the time I wish to sell the Option Shares may not, satisfy the current public information requirement of Rule 144 and, consequently, I may be precluded from selling the Option Shares under Rule 144 even if the one-year minimum holding period has been satisfied, unless I am not an "affiliate" of the Corporation and have purchased and completed payment for the Option Shares to be sold at least two years before the date of such sale. I further understand that Rule 144 does not affect my obligations under the Law and, notwithstanding the availability of Rule 144, I may not offer or sell the Option Shares unless such offer or sale is qualified under the Law or an exemption from such qualification is available. 6. I further understand that if all of the requirements of Rule 144 are not met, compliance with Regulation A or some other exemption from registration will be required; and that, although Rule 144 is not exclusive, the Staff of the Commission has expressed its opinion that persons proposing to sell restricted securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in such transactions do so at their own risk. 7. I further understand that the certificate(s) representing the Option Shares, whether upon initial issuance or any transfer thereof, shall bear on their face such legends, prominently stamped or printed thereon in capital letters of not less than 10-point size, as counsel to the Corporation shall determine, including the following: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR THE PURCHASER'S OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SALE OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE EFFECTED WITHOUT THE (1) REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (2) QUALIFICATION OF THE OFFER AND SALE OR DISPOSITION OF SUCH SECURITIES UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED." "THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH, AND ARE SUBJECT TO TRANSFER UPON CERTAIN EVENTS DESCRIBED IN, AN INCENTIVE SHARE OPTION AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER." 7 15 The Option Shares should be issued to ____________________, and delivered to the following address: Signed: ----------------------------- Dated: ------------------------------ 8 EX-4.10 3 f69560orex4-10.txt EXHIBIT 4.10 1 EXHIBIT 4.10 WAVE OPTICS, INC. 2000 SHARE OPTION PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN This 2000 Share Option Plan is intended to promote the interests of Wave Optics, Inc., a California corporation, by providing eligible persons in the Corporation's employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to continue in such employ or service. Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. II. STRUCTURE OF THE PLAN The Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to subscribe for ordinary shares of S$0.01 each in the capital of the Corporation (the "Shares"). III. ADMINISTRATION OF THE PLAN A. The Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable by the Board may be delegated to the Committee. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee. B. The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding options thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any option grant thereunder. IV. ELIGIBILITY A. The persons eligible to participate in the Plan are as follows: (i) Employees, 2 (ii) non-employee members of the Board or the non-employee members of the board of directors of any Parent or Subsidiary, and (iii) consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary). In no event however, may any non-employee members of the Board, non-employee members of the board of directors of any Parent or Subsidiary, or consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary) participate in the Plan if such participation is (a) prohibited, or (b) restricted (either absolutely or subject to various securities requirements, whether legal or administrative, being complied with), in the jurisdiction in which such non-employee members of the Board, non-employee members of the board of directors of any Parent or Subsidiary, or consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary) are resident under the relevant securities laws of that jurisdiction. Provided always that in the case of (b) above, the participation in the Plan by the relevant non-employee members of the Board, non-employee members of the board of directors of any Parent or Subsidiary, or consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary) may be effected at the absolute discretion of the Committee if compliance with the relevant Securities requirements of the jurisdiction in which such non-employee members of the Board, non-employee members of the board of directors of any Parent or Subsidiary, or consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary) are resident is not impractical (having regard to the nature of those requirements) and would not involve undue expense. B. The Plan Administrator shall have full authority to determine with respect to the grants made under the Option Grant Program, which eligible persons are to receive such grants, the time or times when those grants are to be made, the number of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a Non-Statutory Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option is to remain outstanding. C. The Plan Administrator shall have the absolute discretion to grant options in accordance with the Option Grant Program. V. SHARES SUBJECT TO THE PLAN A. The shares issuable under the Plan shall be shares of authorized but unissued Shares. The maximum number of Shares which may be issued over the term of the Plan shall not exceed Twenty-Five Thousand (25,000) shares. B. Shares subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (i) the options expire or terminate for any reason prior to exercise in full or (ii) the options are cancelled in accordance with the cancellation-regrant provisions of Article Two. C. Should any change be made to the Shares by reason of any shares split, shares dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan and (ii) the number and/or class of securities and the exercise price per 2 3 share in effect under each outstanding option in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the Plan Administrator shall be final, binding and conclusive. In no event shall any such adjustments be made in connection with the conversion of one or more outstanding shares of the Corporation's preferred shares. ARTICLE TWO OPTION GRANT PROGRAM I. OPTION TERMS Each option shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that each such document shall comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options. A. EXERCISE PRICE. 1. The exercise price per share shall be fixed by the Plan Administrator in accordance with the following provisions, provided always that in no event may the exercise price be less than the par value of a Share: (i) The exercise price per share shall not be less than eighty-five percent (85%) of the Fair Market Value per Share on the option grant date. (ii) If the person to whom the option is granted is a 10% Shareholder, then the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per Share on the option grant date. 2. The exercise price shall become immediately due upon exercise of the option and shall be payable in cash or check made payable to the Corporation. Should the Shares be registered under Section 12 of the 1934 Act at the time the option is exercised, then the exercise price may also be paid, to the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable instructions (A) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (B) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date. 3 4 B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at such time or times, during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option grant. However, no option granted to employees shall have a term in excess of ten (10) years and no option granted to non-employees shall have a term in excess of five (5) years, in either case, measured from the option grant date. C. EFFECT OF TERMINATION OF SERVICE. 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death: (i) Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct, then the Optionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. (ii) Should Optionee's Service terminate by reason of Disability, then the Optionee shall have a period of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. (iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her estate or the person or persons to whom the option is transferred pursuant to the Optionee's will or the laws of inheritance or the Optionee's designated beneficiary or beneficiaries of that option shall have a twelve (12)-month period following the date of the Optionee's death to exercise such option. (iv) Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term. (v) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested. (vi) Should Optionee's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while holding one or more outstanding options under the Plan, then all those options shall terminate immediately and cease to remain outstanding. 4 5 2. The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: (i) extend the period of time for which the option is to remain exercisable following Optionee's cessation of Service or death from the limited period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or (ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested Shares for which such option is exercisable at the time of the Optionee's cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested under the option had the Optionee continued in Service. D. SHAREHOLDER RIGHTS. The holder of an option shall have no shareholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become the registered holder of the purchased shares. E. UNVESTED SHARES. The Plan Administrator shall have the discretion to grant options which are exercisable for unvested Shares. The Plan Administrator may not impose a vesting schedule upon any option grant which is more restrictive than twenty percent (20%) per year vesting, with the initial vesting to occur not later than one (1) year after the option grant date. However, such limitation shall not be applicable to any option grants made to individuals who are officers of the Corporation, non-employee Board members or independent consultants. F. LIMITED TRANSFERABILITY OF OPTIONS. An Incentive Share Option shall be exercisable only by the Optionee during his or her lifetime and shall not be assignable or transferable other than by will or by the laws of inheritance following the Optionee's death. A Non-Statutory Option may be assigned in whole or in part during the Optionee's lifetime to one or more members of the Optionee's family or to a trust established exclusively for one or more such family members or to Optionee's former spouse, to the extent such assignment is in connection with the Optionee's estate plan or pursuant to a domestic relations order. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the Non-Statutory Option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate. Notwithstanding the foregoing, the Optionee may also designate one or more persons as the beneficiary or beneficiaries of his or her outstanding options under the Plan, and those options shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee's death while holding those options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms and conditions of the applicable agreement evidencing each such transferred option, including (without limitation) the limited time period during which the option may be exercised following the Optionee's death. 5 6 II. INCENTIVE OPTIONS The terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of Articles One, Two and Four shall be applicable to Incentive Options. Options which are specifically designated as Non--Statutory Options shall not be subject to the terms of this Section II. A. ELIGIBILITY. Incentive Options may only be granted to Employees. B. EXERCISE PRICE. The exercise price per share shall not be less than one hundred percent (100%) of the Fair Market Value per Share on the option grant date, provided always that in no event may the exercise price be less than the par value of a Share. C. DOLLAR LIMITATION. The aggregate Fair Market Value of the Shares (determined as of the respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one (1) calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two (2) or more such options which become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted. D. 10% SHAREHOLDER. If any Employee to whom an Incentive Option is granted is a 10% Shareholder, then the option term shall not exceed five (5) years measured from the option grant date. III. CORPORATE TRANSACTION A. The shares subject to each option outstanding under the Plan at the time of a Corporate Transaction shall automatically vest in full so that each such option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the Shares at the time subject to that option and may be exercised for any or all of those shares as fully-vested Shares. However, the shares subject to an outstanding option shall NOT vest on such an accelerated basis if and to the extent: (i) such option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction or (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to those unvested option shares or (iii) the acceleration of such option is subject to other limitations imposed by the Plan Administrator at the time of the option grant. B. Immediately following the consummation of the Corporate Transaction, all outstanding options shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof). C. Each option which is assumed in connection with a Corporate Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to the Optionee in consummation 6 7 of such Corporate Transaction, had the option been exercised immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to (i) the number and class of securities available for issuance under the Plan following the consummation of such Corporate Transaction and (ii) the exercise price payable per share under each outstanding option, provided the aggregate exercise price payable for such securities shall remain the same. To the extent the actual holders of the Corporation's outstanding Shares receive cash consideration for their Shares in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of the outstanding options under this Plan, substitute one or more shares of its own Shares with a fair market value equivalent to the cash consideration paid per share in such Corporate Transaction. D. The Plan Administrator shall have the discretion, exercisable either at the time the option is granted or at any time while the option remains outstanding, to structure one or more options so that those options shall automatically accelerate and vest in full upon the occurrence of a Corporate Transaction, whether or not those options are to be assumed in the Corporate Transaction. E. The Plan Administrator shall also have full power and authority, exercisable either at the time the option is granted or at any time while the option remains outstanding, to structure such option so that the shares subject to that option will automatically vest on an accelerated basis should the Optionee's Service terminate by reason of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the effective date of any Corporate Transaction in which the option is assumed. Any option so accelerated shall remain exercisable for the fully-vested option shares until the expiration or sooner termination of the option term. F. The portion of any Incentive Option accelerated in connection with a Corporate Transaction shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-Statutory Option under the Federal tax laws. G. The grant of options under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. IV. CANCELLATION AND REGRANT OF OPTIONS The Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected option holders, the cancellation of any or all outstanding options under the Plan and to grant in substitution therefor new options covering the same or different number of Shares but with an exercise price per share based on the Fair Market Value per Share on the new option grant date, provided always that, in no event may the exercise price be less than the par value of a Share. 7 8 ARTICLE THREE MISCELLANEOUS I. EFFECTIVE DATE AND TERM OF PLAN A. The Plan shall become effective when adopted by the Board, but no option granted under the Plan may be exercised, and no shares shall be issued under the Plan, until the Plan is approved by the Corporation's shareholders. If such shareholder approval is not obtained within twelve (12) months after the date of the Board's adoption of the Plan, then all options previously granted under the Plan shall terminate and cease to be outstanding, and no further options shall be granted and no shares shall be issued under the Plan. Subject to such limitation, the Plan Administrator may grant options and issue shares under the Plan at any time after the effective date of the Plan and before the date fixed herein for termination of the Plan. B. The Plan shall terminate upon the earliest of (i) the expiration of the ten (10)-year period measured from the date the Plan is adopted by the Board, (ii) the date on which all shares available for issuance under the Plan shall have been issued as vested shares or (iii) the termination of all outstanding options in connection with a Corporate Transaction. All options outstanding at the time of a clause (i) termination event shall continue to have full force and effect in accordance with the provisions of the documents evidencing those options. II. AMENDMENT OF THE PLAN A. The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such amendment or modification shall adversely affect the rights and obligations with respect to options at the time outstanding under the Plan unless the Optionee consents to such amendment or modification. In addition, certain amendments may require shareholder approval pursuant to applicable laws and regulations. B. Options may be granted under the Option Grant Program which are in each instance in excess of the number of shares then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held in escrow until there is obtained shareholder approval of an amendment sufficiently increasing the number of Shares available for issuance under the Plan. If such shareholder approval is not obtained within twelve (12) months after the date the first such excess grants are made, then any unexercised options granted on the basis of such excess shares shall terminate and cease to be outstanding. III. USE OF PROCEEDS Any cash proceeds received by the Corporation from the allotment and issuance of Shares under the Plan shall be used for general corporate purposes. IV. WITHHOLDING The Corporation's obligation to deliver Shares upon the exercise of any options granted under the Plan or vesting of any shares issued under the Plan shall be subject to the 8 9 satisfaction of all applicable Federal, state and local income and employment tax withholding requirements. V. REGULATORY APPROVALS The implementation of the Plan, the granting of any options under the Plan and upon the exercise of any option shall be subject to the Corporation's procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted under it and the Shares issued pursuant to it. VI. NO EMPLOYMENT OR SERVICE RIGHTS Nothing in 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 Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee, which rights are hereby expressly reserved by each, to terminate such person's Service at any time for any reason, with or without cause. VII. FINANCIAL REPORTS The Corporation shall deliver a balance sheet and an income statement at least annually to each individual holding an outstanding option under the Plan, unless such individual is a key Employee whose duties in connection with the Corporation (or any Parent or Subsidiary) assure such individual access to equivalent information. 9 10 APPENDIX The following definitions shall be in effect under the Plan: A. BOARD shall mean the Corporation's Board of Directors. B. CODE shall mean the Internal Revenue Code of 1986, as amended. C. COMMITTEE shall mean a committee of two (2) or more Board members appointed by the Board to exercise one or more administrative functions under the Plan. D. SHARES shall mean ordinary shares of S$0.01 each in the capital of the Corporation. E. CORPORATE TRANSACTION shall mean either of the following shareholder-approved transactions to which the Corporation is a party: (i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the Corporation's assets in complete liquidation or dissolution of the Corporation. F. CORPORATION shall mean Wave Optics, Inc., a California corporation, and any successor corporation to all or substantially all of the assets or voting shares of Wave Optics, Inc. which shall by appropriate action adopt the Plan. G. DISABILITY shall mean the inability of the Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of such medical evidence as the Plan Administrator deems warranted under the circumstances. H. EMPLOYEE shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. I. EXERCISE DATE shall mean the date on which the Corporation shall have received written notice of the option exercise. J. FAIR MARKET VALUE per Share on any relevant date shall be determined in accordance with the following provisions: (i) If the Shares is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per 1 11 Share on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market and published in The Wall Street Journal. If there is no closing selling price for the Shares on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. (ii) If the Shares is at the time listed on any Share Exchange, then the Fair Market Value shall be the closing selling price per Share on the date in question on the Share Exchange determined by the Plan Administrator to be the primary market for the Shares, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Shares on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. (iii) If the Shares is at the time neither listed on any Share Exchange nor traded on the Nasdaq National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. K. INCENTIVE OPTION shall mean an option which satisfies the requirements of Code Section 422. L. INVOLUNTARY TERMINATION shall mean the termination of the Service of any individual which occurs by reason of: (i) such individual's involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or (ii) such individual's voluntary resignation following (A) a change in his or her position with the Corporation which materially reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction in his or her level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual's place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected without the individual's consent. M. MISCONDUCT shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, or other person in the Service of the Corporation (or any 2 12 Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct. N. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended. O. NON-STATUTORY OPTION shall mean an option not intended to satisfy the requirements of Code Section 422. P. OPTION GRANT PROGRAM shall mean the option grant program in effect under the Plan. Q. OPTIONEE shall mean any person to whom an option is granted under the Plan. R. PARENT shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, shares possessing more than fifty percent (50%) of the total combined voting power of all classes of shares in one of the other corporations in such chain. S. PLAN shall mean the Corporation's 2000 Share Option Plan, as set forth in this document. T. PLAN ADMINISTRATOR shall mean either the Board or the Committee acting in its capacity as administrator of the Plan. U. SERVICE shall mean the provision of services to the Corporation (or any Parent or Subsidiary) by a person in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing the option grant. V. SHARE EXCHANGE shall mean either the American Stock Exchange or the New York Stock Exchange. W. SUBSIDIARY shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, shares possessing more than fifty percent (50%) of the total combined voting power of all classes of shares in one of the other corporations in such chain. X. 10% SHAREHOLDER shall mean the owner of shares (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Corporation (or any Parent or Subsidiary). 3 13 WAVE OPTICS, INC. NOTICE OF GRANT OF SHARE OPTION Notice is hereby given of the following option grant (the "Option") to purchase shares of Wave Optics, Inc. (the "Corporation"): Optionee: -------------------------------------------------------------- Grant Date: ------------------------------------------------------------ Vesting Commencement Date: ---------------------------------------------- Exercise Price: $ per Share --------------------------- Number of Option Shares: Shares --------------------- Expiration Date: -------------------------------------------------------- Type of Option: Incentive Share Option ------------- Non-Statutory Share Option ------------- Date Exercisable: ------------------------------------------------------ Vesting Schedule: ------------------------------------------------------- Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Wave Optics, Inc. 2000 Share Option Plan (the "Plan"). Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Share Option Agreement attached hereto as Exhibit A. Optionee understands that any Option Shares purchased under the Option will be subject to the terms set forth in the Share Purchase Agreement attached hereto as Exhibit B. Optionee hereby acknowledges receipt of a copy of the Plan in the form attached hereto as Exhibit C. At Will Employment. Nothing in this Notice or in the attached Share Option Agreement or Plan shall confer upon 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 Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason, with or without cause. Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Share Option Agreement. DATED: , ---------------------- ---------- WAVE OPTICS, INC. By: ----------------------------------------- Title: ----------------------------------------- OPTIONEE Address: ----------------------------------------- ----------------------------------------- ATTACHMENTS: EXHIBIT A - SHARE OPTION AGREEMENT EXHIBIT B - SHARE PURCHASE AGREEMENT EXHIBIT C - 2000 SHARE OPTION PLAN 14 EXHIBIT A SHARE OPTION AGREEMENT 15 WAVE OPTICS, INC. SHARE OPTION AGREEMENT RECITALS A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of directors of any Parent or Subsidiary and consultants and other independent advisors in the service of the Corporation (or any Parent or Subsidiary). B. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation's grant of an option to Optionee. C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix. NOW, THEREFORE, in consideration of the sum of $1 paid by the option holder to the Corporation (the receipt, adequacy and sufficiency of which the Corporation hereby acknowledges), it is hereby agreed as follows: 1. GRANT OF OPTION. The Corporation hereby grants to Optionee, as of the Grant Date, an option to subscribe for up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be exercisable from time to time during the option term specified in Paragraph 2 at the Exercise Price. 2. OPTION TERM. This option shall have a term of (i) in respect of employees of the Corporation, ten (10) years measured from the Grant Date, or (ii) in respect of non-employees of the Corporation, five (5) years measured from the Grant Date, and in both cases, shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6 or the Plan. 3. LIMITED TRANSFERABILITY. (a) This option shall be neither transferable nor assignable by Optionee other than by will or the laws of inheritance following Optionee's death and may be exercised, during Optionee's lifetime, only by Optionee. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and this option shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee's death while holding this option. Such beneficiary or beneficiaries shall take the transferred option subject to all the terms and conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 5, be exercised following Optionee's death. (b) If this option is designated a Non-Statutory Option in the Grant Notice, then this option may be assigned in whole or in part during Optionee's lifetime to one or more members of Optionee's family or to a trust established for the exclusive benefit of one or more such family members or to Optionee's former spouse, to the extent such assignment is in connection with the Optionee's estate plan or pursuant to a domestic relations order. The 16 assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment. 4. DATES OF EXERCISE. This option shall become exercisable for the Option Shares in one or more installments as specified in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the option term under Paragraph 5 or 6. 5. CESSATION OF SERVICE. The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while holding this option, then Optionee shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this option, but in no event shall this option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this option, then the personal representative of Optionee's estate or the person or persons to whom the option is transferred pursuant to Optionee's will or the laws of inheritance shall have the right to exercise this option. However, if Optionee has designated one or more beneficiaries of this option, then those persons shall have the exclusive right to exercise this option following Optionee's death. Any such right to exercise this option shall lapse, and this option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while holding this option, then Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date. Note: Exercise of this option on a date later than three (3) months following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee's cessation of Service, vested pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any vested Option 17 Shares for which the option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee's cessation of Service, this option shall immediately terminate and cease to be outstanding with respect to those shares. (e) Should Optionee's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this option is outstanding, then this option shall terminate immediately and cease to remain outstanding. 6. ACCELERATED VESTING. (a) In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Option Shares shall NOT vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Shares receive cash consideration for their Shares in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own Shares with a fair market value equivalent to the cash consideration paid per Share in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 7. ADJUSTMENT IN OPTION SHARES. Should any change be made to the Shares by reason of any share split, share dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Corporation's 18 receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. 8. SHAREHOLDER RIGHTS. The holder of this option shall not have any shareholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become the registered holder of the purchased shares in the Branch Register of Members of the Corporation. 9. MANNER OF EXERCISING OPTION. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to the Corporation a Purchase Agreement for the Option Shares for which the option is exercised. (ii) Pay the aggregate Exercise Price for the purchased shares in cash or check made payable to the Corporation. Should the Shares be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (a) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. 19 (b) As soon as practical after the Exercise Date and in any event, not more than 2 months from the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. (c) In no event may this option be exercised for any fractional shares. 10. COMPLIANCE WITH LAWS AND REGULATIONS. (a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any share exchange (or the Nasdaq National Market, if applicable) on which the Shares may be listed for trading at the time of such exercise and issuance. (b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Shares pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Shares as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. 11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee's assigns and the legal representatives, heirs and legatees of Optionee's estate. 12. NOTICES. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee's signature line on the Grant Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 13. CONSTRUCTION. This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option. 14. GOVERNING LAW. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State's conflict-of-laws rules. 15. SHAREHOLDER APPROVAL. If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of Shares which may be issued under the Plan as last approved by the shareholders, then this option shall be void with respect to such excess shares, 20 unless shareholder approval of an amendment sufficiently increasing the number of Shares issuable under the Plan is obtained in accordance with the provisions of the Plan. 16. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION. In the event this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant: (a) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: (i) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (ii) more than twelve (12) months after the date Optionee ceases to be an Employee by reason of Permanent Disability. (b) This option shall not become exercisable in the calendar year in which granted if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Shares for which this option would otherwise first become exercisable in such calendar year would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Shares and any other securities for which one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. To the extent the exercisability of this option is deferred by reason of the foregoing limitation, the deferred portion shall become exercisable in the first calendar year or years thereafter in which the One Hundred Thousand Dollar ($100,000) limitation of this Paragraph 18(b) would not be contravened, but such deferral shall in all events end immediately prior to the effective date of a Corporate Transaction in which this option is not to be assumed, whereupon the option shall become immediately exercisable as a Non-Statutory Option for the deferred portion of the Option Shares. (c) Should Optionee hold, in addition to this option, one or more other options to subscribe for Shares which become exercisable for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted. 21 APPENDIX The following definitions shall be in effect under the Agreement: A. AGREEMENT shall mean this Share Option Agreement. B. BOARD shall mean the Corporation's Board of Directors. C. CODE shall mean the Internal Revenue Code of 1986, as amended. D. SHARES shall mean ordinary shares of S$0.01 each in the capital of the Corporation. E. CORPORATE TRANSACTION shall mean either of the following shareholder-approved transactions to which the Corporation is a party: (i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the Corporation's assets in complete liquidation or dissolution of the Corporation. F. CORPORATION shall mean Wave Optics, Inc., a California corporation, and any successor corporation to all or substantially all of the assets or voting shares of Wave Optics, Inc. which shall be appropriate action assume this option. G. DISABILITY shall mean the inability of Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of such medical evidence as the Plan Administrator deems warranted under the circumstances. Disability shall be deemed to constitute PERMANENT DISABILITY in the event that such Disability is expected to result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more. H. EMPLOYEE shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. I. EXERCISE DATE shall mean the date on which the option shall have been exercised in accordance with Paragraph 9 of the Agreement. J. EXERCISE PRICE shall mean the exercise price payable per Option Share as specified in the Grant Notice. K. EXPIRATION DATE shall mean the date on which the option expires as specified in the Grant Notice. 22 L. FAIR MARKET VALUE per Share on any relevant date shall be determined in accordance with the following provisions: (i) If the Share is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share on the date in question, as the price is reported by the National Association of Securities Dealers on the Nasdaq National Market and published in The Wall Street Journal. If there is no closing selling price for the share on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. (ii) If the Share is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per shares on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Shares, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Shares on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. (iii) If the Share is at the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. M. GRANT DATE shall mean the date of grant of the option as specified in the Grant Notice. N. GRANT NOTICE shall mean the Notice of Grant of Share Option accompanying the Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby. O. INCENTIVE OPTION shall mean an option which satisfies the requirements of Code Section 422. P. MISCONDUCT shall mean the commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds for termination for Misconduct. Q. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended. 23 R. NON-STATUTORY OPTION shall mean an option not intended to satisfy the requirements of Code Section 422. S. OPTION SHARES shall mean the number of Shares subject to the option. T. OPTIONEE shall mean the person to whom the option is granted as specified in the Grant Notice. U. PARENT shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, share possessing more than fifty percent (50%) of the total combined voting power of all classes of shares in one of the other corporations in such chain. V. PLAN shall mean the Corporation's 2000 Share Option Plan. W. PLAN ADMINISTRATOR shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan. X. PURCHASE AGREEMENT shall mean the share purchase agreement in substantially the form of Exhibit B to the Grant Notice. Y. SERVICE shall mean the Optionee's performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or an independent consultant. Z. STOCK EXCHANGE shall mean the American Stock Exchange or the New York Stock Exchange. AA. SUBSIDIARY shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, share possessing more than fifty percent (50%) of the total combined voting power of all classes of share in one of the other corporations in such chain. BB. VESTING SCHEDULE shall mean the vesting schedule specified in the Grant Notice pursuant to which the Optionee is to vest in the Option Shares in a series of installments over his or her period of Service. 24 ADDENDUM TO SHARE OPTION AGREEMENT The following provisions are hereby incorporated into, and are hereby made a part of, that certain Share Option Agreement (the "Option Agreement") by and between Wave Optics, Inc. (the "Corporation") and ________________________ ("Optionee") evidencing the share option (the "Option") granted on this date to Optionee under the terms of the Corporation's 2000 Share Option Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement. INVOLUNTARY TERMINATION FOLLOWING CORPORATE TRANSACTION 17. If the Option is to be assumed by the successor corporation (or the parent thereof) in connection with a Corporate Transaction, then none of the Option Shares shall, in accordance with Paragraph 6 of the Option Agreement, vest on an accelerated basis upon the occurrence of that Corporate Transaction, and Optionee shall accordingly continue, over his or her period of Service following the Corporate Transaction, to vest in the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon an Involuntary Termination of Optionee's Service within eighteen (18) months following such Corporate Transaction, all the Option Shares at the time subject to the Option shall automatically vest in full on an accelerated basis so that the Option shall immediately become exercisable for all the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. The Option shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the date of the Involuntary Termination. 18. For purposes of this Addendum, an INVOLUNTARY TERMINATION shall mean the termination of Optionee's Service by reason of: (i) Optionee's involuntary dismissal or discharge by the Corporation for reasons other than for Misconduct, or (ii) Optionee's voluntary resignation following (A) a change in Optionee's position with the Corporation (or Parent or Subsidiary employing Optionee) which materially reduces Optionee's duties and responsibilities or the level of management to which he or she reports, (B) a reduction in Optionee's level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based incentive programs) by more than fifteen percent (15%) or (C) a relocation of Optionee's place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Corporation without Optionee's consent. 19. The provisions of Paragraph 1 of this Addendum shall govern the period for which the Option is to remain exercisable following the Involuntary Termination of 25 Optionee's Service within eighteen (18) months after the Corporate Transaction and shall supersede any provisions to the contrary in Paragraph 5 of the Option Agreement. The provisions of this Addendum shall also supersede any provisions to the contrary in Paragraph 18 of the Option Agreement concerning the deferred exercisability of the Option. IN WITNESS WHEREOF, Wave Optics, Inc. has caused this Addendum to be executed by its duly-authorized officer as of the Effective Date specified below. WAVE OPTICS, INC. By: _________________________________ Title: _________________________________ EFFECTIVE DATE: ________________, _____ EX-5.1 4 f69560orex5-1.txt EXHIBIT 5.1 1 Exhibit 5.1 [LETTERHEAD] FEBRUARY 13, 2001 BY FAX AND COURIER Flextronics International Ltd. 11 Ubi Road 1, #07-01/02 Meiban Industrial Building, Singapore 408723 Dear Sirs, REGISTRATION STATEMENT ON FORM S-8 OF FLEXTRONICS INTERNATIONAL LTD. (THE "COMPANY") 1. At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") filed or to be filed by the Company with the Securities and Exchange Commission on or about 13th February, 2001 in connection with the registration under the Securities Act of 1933, as amended, an aggregate of 311,640 ordinary shares of the Company (the "Option Shares") to be issued by the Company upon the valid exercise of subscription rights represented by outstanding share options deemed to have been granted under the Wave Optics, Inc. 1997 Stock Option Plan ("1997 Plan") and the Wave Optics, Inc. 2000 Stock Option Plan ("2000 Plan") (the 1997 Plan and the 2000 Plan are hereinafter collectively referred to as "the Plans") adopted by the Company pursuant to the terms of the Agreement and Plan of Reorganization entered into as of 6th February, 2001 by and among the Company, Wave Acquisition Corporation, and Wave Optics, Inc., a California corporation ("WOI") (the "Agreement"). 2. As your Singapore counsel, we have examined the following documents:- (i) a copy of the resolutions of the shareholders of the Company passed at the Annual General Meeting of the Company held on 21st September, 2000 (the "Company's Resolutions") relating to the authorisation for the issue of and the allotment and issue of the ordinary shares in the capital of the Company; and (ii) a faxed copy of the resolutions of the Board of Directors of the Company passed on 1st February, 2001 (the "Company's Board Resolutions") relating to the acquisition of all of the outstanding shares of WOI in exchange for the Company's ordinary shares of S$0.01 par value per share (the "Ordinary Shares") and or cash 2 payments by the Company as provided in the Agreement, and the adoption of the Plans by the Company. 3. We have also made such other examinations of law and fact as we have considered necessary in order to form a basis for the opinion hereinafter expressed. 4. We have assumed:- (i) that the total issued and paid-up share capital of the Company consequent upon the issue of the Option Shares from time to time will not exceed the authorised share capital of the Company at any time; (ii) that there shall be subsisting a valid authority given pursuant to Section 161 of the Singapore Companies Act, Chapter 50 in respect of the issue of the Option Shares from time to time; (iii) that the Company is obliged under the laws of California to adhere to the provisions of Section 1.4 of the Agreement and to issue the Option Shares in accordance with the terms and conditions of each of the 1997 Plan and 2000 Plan subject to the provisions of Section 1.4 of the Agreement; [(iv) the continued applicability and enforceability of all the terms and conditions of each of the 1997 Plan and 2000 Plan under the laws of California to the Company except to the extent set forth in Section 1.4 of the Agreement; (v) that, to the extent that any terms and conditions of each of the 1997 Plan and the 2000 Plan infringe the laws of Singapore, by virtue of the provisions of Section 1.4 of the Agreement such terms and conditions, if any, will not apply; (vi) that the exercise price payable to the Company for each Option Share upon the exercise of the subscription rights represented by outstanding share options deemed to have been granted under each of the 1997 Plan and the 2000 Plan is not less than the nominal or par value of the Option Shares; (vii) that the copies of the Company's Resolutions and the Company's Board Resolutions submitted to us for examination are true, complete and up-to-date copies and that the Company's Resolutions and the Company's Board Resolutions have not been 3 rescinded or modified and they remain in full force and effect and that no other resolution or other action has been taken which could affect the validity of the Company's Resolutions and the Company's Board Resolutions; and (viii) the genuineness of all signatures on all documents and the completeness, and the conformity to original documents of all copy or other specimen documents submitted to us. 5. This opinion only relates to the laws of general application of Singapore as at the date hereof and as currently applied by the Singapore courts, and is given on the basis that it will be governed by and construed in accordance with the laws of Singapore. We have made no investigation of, and do not express or imply any view on, the laws of any country other than Singapore. In respect of the Plans and the Agreement, we have assumed due compliance with all matters concerning the internal laws of the State of California, the United States of America and the laws of all other relevant jurisdictions other than Singapore. 6. Based on the foregoing assumptions, we are of the opinion that the Option Shares allotted and issued by the Company (i) upon the exercise of the subscription rights represented by outstanding share options deemed to have been granted under each of the Plans in accordance with the terms approved and adopted in the Company's Board Resolutions against full payment of the applicable exercise price, (ii) pursuant to the Company's procedure for the allotment and issue of new Ordinary Shares approved in the Company's Board Resolutions, and (iii) represented by shares certificates issued by the Company in respect of such Option Shares, will be legally issued and fully-paid. 7. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement and any amendments thereto. Yours faithfully, /s/ Allen & Gledhill EX-23.1 5 f69560orex23-1.txt EXHIBIT 23.1 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated November 15, 2000 included in Flextronics International Ltd.'s Form 8-K filed on January 29, 2001 and to all references to our Firm included in this registration statement. Our report dated April 18, 2000 included in Flextronics International Ltd.'s Form 10-K, our reports dated April 18, 2000 included in Flextronics International Ltd.'s Forms 8-K filed on June 13, 2000 and September 20, 2000, and our report dated September 15, 2000 included in Flextronics International Ltd.'s Form 8-K filed on September 20, 2000 for the year ended March 31, 2000 are no longer appropriate since restated financial statements have been presented giving effect to a business combination accounted for as a pooling-of-interests. Arthur Andersen LLP San Jose, California February 12, 2001 EX-23.2 6 f69560orex23-2.txt EXHIBIT 23.2 1 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Flextronics International, Ltd. (the Company) on Form S-8 of our report dated March 28, 2000 (relating to the consolidated financial statements of the DII Group, Inc. and Subsidiaries as of January 2, 2000 and January 3, 1999 and for each of the three years in the period ended January 2, 2000 not presented separately herein), included in the Current Reports on Form 8-K of the Company filed June 13, 2000, June 19, 2000, September 20, 2000 and January 29, 2001. /s/ DELOITTE & TOUCHE LLP Deloitte & Touche LLP Denver, Colorado February 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----