-----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, GqMjiq2JbtMX9QHz8Bu+AHqBwjrNyk6C75Soulysc5UtyVSeKdML7M+We9mGm8UZ 14JeWp61TtL53SJ0wtOpJA== /in/edgar/work/20000920/0001095811-00-003468/0001095811-00-003468.txt : 20000924 0001095811-00-003468.hdr.sgml : 20000924 ACCESSION NUMBER: 0001095811-00-003468 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20000920 EFFECTIVENESS DATE: 20000920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD CENTRAL INDEX KEY: 0000866374 STANDARD INDUSTRIAL CLASSIFICATION: [3672 ] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46166 FILM NUMBER: 725465 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 f65508s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on September 20, 2000 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 CHATHAM TECHNOLOGIES, INC. STOCK OPTION PLAN ASSUMED BY THE REGISTRANT SHARE OPTIONS GRANTED UNDER 1997 STOCK OPTION PLAN OF CHATHAM TECHNOLOGIES, INC. ASSUMED BY THE REGISTRANT SHARE OPTIONS GRANTED UNDER 1997 SHARE OPTION SCHEME OF IEC HOLDINGS LIMITED 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: DAVID K. MICHAELS, ESQ. TRAM T. PHI, ESQ. H. DANIEL KIM, ESQ. FENWICK & WEST LLP 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 (4) REGISTRATION FEE ---------------- ---------- --------- ------------------ ---------------- Ordinary Shares, S$0.01 par value 225,291 (1) $13.19 (4) $2,971,881.17 $784.58 Ordinary Shares, S$0.01 par value 489,396 (2) $27.94 (4) $13,671,766.65 $3,609.35 Ordinary Shares, S$0.01 par value 53,974 (3) $21.90 (4) $1,181,766.13 $311.99
(1) Represents shares subject to assumed outstanding share options as of September 20, 2000 granted under Chatham Technologies, Inc. Stock Option Plan. (2) Represents shares subject to assumed outstanding share options as of September 20, 2000 granted under 1997 Stock Option Plan of Chatham Technologies, Inc. (3) Represents shares subject to assumed outstanding share options as of September 20, 2000 granted under IEC Holdings Limited 1997 Share Option Scheme. (4) 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 Report on Form 10-Q for the fiscal quarter ended June 30, 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 June 13, 2000, June 19, 2000, June 22, 2000, June 27, 2000, September 15, 2000, September 20, 2000 and September 20, 2000; 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 prohibit 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 or breach of trust of which they may be guilty relating to the company. However, a company is not prohibited from (a) 3 purchasing and maintaining for any such officer insurance against any such liability except where the liability arises out of conduct involving dishonesty or a willful breach of duty, or (b) from 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 which are permitted under the Companies Act. 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. 4.1 Memorandum of Association of the Registrant. (Incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1, No. 33-74622.) 4.2 Articles of Association of the Registrant. (Incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-4, No. 33-85842.) 4.3 Indenture dated as of October 15, 1997 between 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.) 4.4 U.S. Dollar 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 4.1 of the Registrant's Annual Report on Form 10-K for fiscal year ended March 31, 2000.) 4.5 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.) 4.6 Chatham Technologies, Inc. Stock Option Plan and related documents. 4.7 1997 Stock Option Plan of Chatham Technologies, Inc. and related documents. 4.8 IEC Holdings Limited 1997 Share Option Scheme and related documents. 5.1 Opinion of Allen & Gledhill (Chatham Technologies, Inc.). 5.2 Opinion of Allen & Gledhill (IEC Holdings Limited). 23.1 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.3 Consent of Deloitte & Touche LLP, Independent Auditors. 23.4 Consent of Allen & Gledhill (included in Exhibit 5.1). 23.5 Consent of Allen & Gledhill (included in Exhibit 5.2). 24.1 Power of Attorney. Reference is made to 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: 4 (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. 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 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 19th day of September, 2000. FLEXTRONICS INTERNATIONAL LTD. By: /s/ Michael E. Marks ------------------------------------ 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 September 19, 2000 - ----------------------------- Officer (principal executive officer) Michael E. Marks /s/ Tsui Sung Lam Director September 19, 2000 - ----------------------------- Tsui Sung Lam /s/ Robert R.B. Dykes President, Systems Group and Chief September 19, 2000 - ----------------------------- Financial Officer (principal financial Robert R.B. Dykes officer) /s/ Thomas J. Smach Vice President, Finance (principal September 19, 2000 - ----------------------------- accounting officer) Thomas J. Smach /s/ Michael J. Moritz Director September 19, 2000 - ----------------------------- Michael J. Moritz /s/ Richard L.Sharp Director September 19, 2000 - ----------------------------- Richard L. Sharp /s/ Patrick Foley Director September 19, 2000 - ----------------------------- Patrick Foley /s/ Alain Ahkong Director September 19, 2000 - ----------------------------- Alain Ahkong /s/ Shing Leong Hui Director September 19, 2000 - ----------------------------- Shing Leong Hui
6 EXHIBIT INDEX
Exhibit Number Document Description - ------- -------------------- 4.1 Memorandum of Association of the Registrant. (Incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1, No. 33-74622.) 4.2 Articles of Association of the Registrant. (Incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-4, No. 33-85842.) 4.3 Indenture dated as of October 15, 1997 between 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.) 4.4 U.S. Dollar 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 4.1 of the Registrant's Annual Report on Form 10-K for fiscal year ended March 31, 2000.) 4.5 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.) 4.6 Chatham Technologies, Inc. Stock Option Plan and related documents. 4.7 1997 Stock Option Plan of Chatham Technologies, Inc. and related documents. 4.8 IEC Holdings Limited 1997 Share Option Scheme and related documents. 5.1 Opinion of Allen & Gledhill (Chatham Technologies, Inc.). 5.2 Opinion of Allen & Gledhill (IEC Holdings Limited). 23.1 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.3 Consent of Deloitte & Touche LLP, Independent Auditors. 23.4 Consent of Allen & Gledhill (included in Exhibit 5.1). 23.5 Consent of Allen & Gledhill (included in Exhibit 5.2). 24.1 Power of Attorney. Reference is made to the signature page of this Registration Statement.
EX-4.6 2 f65508ex4-6.txt EXHIBIT 4.6 1 Exhibit 4.6 CHATHAM TECHNOLOGIES, INC. STOCK OPTION PLAN I. PURPOSE AND DEFINITIONS A. PURPOSE OF THE PLAN The Plan is intended to encourage ownership of Shares by Eligible Employees and Key Non-Employees in order to attract and retain such Eligible Employees in the employ of the Company or an Affiliate, or to attract such Key Non-Employees to provide services to the Company or an Affiliate, and to provide additional incentive for such persons to promote the success of the Company or an Affiliate. B. DEFINITIONS Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Plan, have the following meanings: 1. AFFILIATE means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect. 2. BOARD means the Board of Directors of the Company. 3. CODE means the Internal Revenue Code of 1986, as amended. 4. COMMITTEE means the committee to which the Board delegates the power to act under or pursuant to the provisions of the Plan, or the Board if no committee is selected. If the Board delegates powers to a committee, and if the Company is or becomes subject to Section 16 of the Exchange Act, then, if necessary for compliance therewith, such committee shall consist initially of not less than two (2) members of the Board, each member of which must be a "non-employee director," within the meaning of the applicable rules promulgated pursuant to the Exchange Act. If the Company is or becomes subject to Section 16 of the Exchange Act, no member of the Committee shall receive any Option pursuant to the Plan or any similar plan of the Company or any Affiliate while serving on the Committee unless the Board determines that the grant of such an Option satisfies the then current Rule 16b-3 requirements under the Exchange Act. Notwithstanding anything herein to the contrary, and insofar as the Board determines that it is necessary in order for compensation recognized by Participants pursuant to the Plan to be fully deductible to the Company for federal income tax purposes, each member of the Committee also shall be an "outside director" (as defined in regulations or 2 other guidance issued by the Internal Revenue Service under Code Section 162(m)). 5. COMMON STOCK means the common stock, $.01 par value, of the Company. 6. COMPANY means Chatham Technologies, Inc., a Delaware corporation, and includes any successor or assignee corporation or corporations into which the Company may be merged, changed, or consolidated; any corporation for whose securities the securities of the Company shall be exchanged; and any assignee of or successor to substantially all of the assets of the Company. 7. DISABILITY or DISABLED means permanent and total disability as defined in Section 22(e)(3) of the Code. 8. ELIGIBLE EMPLOYEE means an employee of the Company or of an Affiliate (including, without limitation, an employee who also is serving as an officer or director of the Company or of an Affiliate), designated by the Board or the Committee as being eligible to be granted one or more Options under the Plan. 9. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto. 10. INCENTIVE OPTION means an Option which, when granted, is intended to be an "incentive stock option," as defined in Section 422 of the Code. 11. KEY NON-EMPLOYEE means a non-employee director, consultant, or independent contractor of the Company or of an Affiliate who is designated by the Board or the Committee as being eligible to be granted one or more Options under the Plan. 12. NONSTATUTORY OPTION means an Option which, when granted, is not intended to be an "incentive stock option," as defined in Section 422 of the Code. 13. OPTION means a right or option granted under the Plan. 14. OPTION AGREEMENT means an agreement between the Company and a Participant executed and delivered pursuant to the Plan. 15. PARTICIPANT means an Eligible Employee to whom one or more Incentive Options or Nonstatutory Options are granted under the Plan, and a Key Non-Employee to whom one or more Nonstatutory Options are granted under the Plan. 16. PLAN means this Stock Option Plan, as amended from time to time. 3 17. SHARES means the authorized but unissued shares of the capital stock of the Company as to which Options have been or may be granted under the Plan. II. SHARES SUBJECT TO THE PLAN The aggregate number of Shares as to which Options may be granted from time to time shall be ____________________________________________ (__________) Shares (subject to adjustment for stock splits, stock dividends, and other adjustments described in Article VI hereof); provided, however, that if the Company is or becomes a publicly held corporation, as such term is defined under Section 162(m) of the Code, the aggregate number of Shares as to which Options may be granted in any calendar year to any one Eligible Employee shall not exceed ______________ (subject to adjustment for stock splits, stock dividends, and other adjustments described in Article VI hereof). Shares subject to Options that are forfeited, terminated, expire unexercised, canceled by agreement of the Company and the Participant, settled in cash in lieu of Common Stock or in such manner that all or some of the Shares covered by such Options are not issued to a Participant, or are exchanged for Options that do not involve Common Stock, shall immediately become available for Options. Subject to the provisions of Article VI, the aggregate number of Shares as to which Incentive Options may be granted shall be subject to change only by means of an amendment of the Plan duly adopted by the Company and approved by the stockholders of the Company within one year before or after the date of the adoption of any such amendment. III. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum at any meeting thereof (including by telephone conference) and the acts of a majority of the members present, or acts approved in writing by a majority of the entire Committee without a meeting, shall be the acts of the Committee for purposes of this Plan. The Committee may authorize one or more of its members or an officer of the Company to execute and deliver documents on behalf of the Committee. A member of the Committee shall not exercise any discretion respecting himself or herself under the Plan. The Board shall have the authority to remove, replace or fill any vacancy of any member of the Committee upon notice to the Committee and the affected member. Any member of the Committee may resign upon notice to the Board. The Committee may allocate among one or more of its 4 members, or may delegate to one or more of its agents, such duties and responsibilities as it determines. Subject to the provisions of the Plan, the Committee is authorized to: A. interpret the provisions of the Plan or of any Option or Option Agreement and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; B. determine which employees of the Company or of an Affiliate shall be designated as Eligible Employees and which of the Eligible Employees shall be granted Options; C. determine the Key Non-Employees to whom Nonstatutory Options shall be granted; D. determine whether the Option to be granted shall be an Incentive Option or Nonstatutory Option; E. determine the number of Shares for which an Option or Options shall be granted; F. provide for the acceleration of the right to exercise an Option (or portion thereof); and G. specify the terms and conditions upon which Options may be granted; provided, however, that with respect to Incentive Options, all such interpretations, rules, determinations, terms, and conditions shall be made and prescribed in the context of preserving the tax status of the Incentive Options as incentive stock options within the meaning of Section 422 of the Code. The Committee may delegate to the chief executive officer and to other senior officers of the Company or its Affiliates its duties under the Plan pursuant to such conditions or limitations as the Committee may establish, except that only the Committee may select, and grant Options to, Participants who are subject to Section 16 of the Exchange Act. All determinations of the Committee shall be made by a majority of its members. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option. IV. ELIGIBILITY FOR PARTICIPATION The Committee may at any time and from time to time grant one or more Options to one or more Eligible Employees or Key Non-Employees and may designate the number of Shares to be subject to each Option so granted, provided, however, that (i) each Participant receiving an Incentive Option must be an Eligible Employee of the Company or of an Affiliate at the time an Incentive Option is granted; (ii) no Incentive Options shall be granted after the expiration of ten (10) years from the earlier of the date of the adoption of the Plan by the Company or 5 the approval of the Plan by the stockholders of the Company; (iii) the fair market value of the Shares (determined at the time the Option is granted) as to which Incentive Options are exercisable for the first time by any Eligible Employee during any single calendar year (under the Plan and under any other incentive option plan of the Company or an Affiliate) shall not exceed $100,000 and (iv) in no event, may any Key Non-Employee 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 Key Non-Employee is resident under the relevant securities laws of that jurisdiction. Provided Always That in the case of (b) above, the relevant Key Non-Employee'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 Key Non-Employee is resident is not impractical (having regard to the nature of those requirements) and would not involve undue expense. Notwithstanding the foregoing, if the Company is or becomes subject to Section 16 of the Exchange Act, then no individual who is a member of the Committee shall be eligible to receive an Option, unless the Board determines that the grant of the Option satisfies the then current Rule 16b-3 requirements under the Exchange Act. If the Company is not subject to Section 16 of the Exchange Act, then no individual who is a member of the Committee shall be eligible to receive an Option under the Plan unless the granting of such Option shall be approved by the Committee, with all of the members voting thereon being disinterested members. For the purpose of this Article IV, a "disinterested member" shall be any member who shall not then be, or at any time within the year prior thereto have been, granted an Option under the Plan or any other plan of the Company or an Affiliate, other than an Option granted under a formula plan established by the Company or an Affiliate. Notwithstanding any of the foregoing provisions, the Committee may authorize the grant of an Option to a person not then in the employ of or serving as a director, consultant, or independent contractor of the Company or of an Affiliate, conditioned upon such person becoming eligible to become a Participant at or prior to the execution of the Option Agreement evidencing the actual grant of such option. V. TERMS AND CONDITIONS OF OPTIONS Each Option shall be set forth in an Option Agreement, duly executed on behalf of the Company and by the Participant to whom such Option is granted. Except for the setting of the Option price under Paragraph A, no Option shall be granted and no purported grant of any Option shall be effective until such Option Agreement shall have been duly executed on behalf of the Company and by the Participant. Each such Option Agreement shall be subject to at least the following terms and conditions: A. OPTION PRICE The exercise price of the Shares covered by each Option granted under the Plan shall be determined by the Committee. In the case of an Incentive Option, if the optionee owns directly or by reason of the applicable attribution rules ten percent (10%) or less of the total combined voting power of all classes of share capital of the Company, the Option price (per share) of the Shares covered by each Incentive Option shall be not less than the "fair market value" of the Shares on the date of the grant of the Incentive Option. In all other cases of Incentive Options, the Option price shall be not less than one hundred ten percent (110%) of the said fair market value on the date of grant. If the Shares are listed on any national securities exchange, the fair market value shall be 6 the closing sales price, if any, on the largest such exchange on the date of the grant of the Option, or, if none, on the most recent trade date thirty (30) days or less prior to the date of the grant of the Option. If the Shares are not then listed on any such exchange, the fair market value of such Shares shall be the closing sales price if such is reported or otherwise the mean average of the closing "Bid" and the closing "Ask" prices, if any, as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") for the date of the grant of the Option, or if none, on the most recent trade date thirty (30) days or less prior to the date of the grant of the Option for which such quotations are reported. If the Shares are not then either listed on any such exchange or quoted on NASDAQ, the fair market value shall be the mean between the average of the "Bid" and the average of the "Ask" prices, if any, as reported in the National Daily Quotation Service for the date of the grant of the Option, or, if none, for the most recent trade date thirty (30) days or less prior to the date of the grant of the Option for which such quotations are reported. If the fair market value cannot be determined under the preceding three sentences, it shall be determined in good faith by the Committee. In no event may the exercise price be less than the par value of a share. B. NUMBER OF SHARES Each Option shall state the number of Shares to which it pertains. C. TERM OF OPTION Each Incentive Option shall terminate not more than ten (10) years from the date of the grant thereof, or at such earlier time as the Option Agreement may provide, and shall be subject to earlier termination as herein provided, except that if the Option price is required under Paragraph A of this Article V to be at least one hundred ten percent (110%) of fair market value, each such Incentive Option shall terminate not more than five (5) years from the date of the grant thereof, and shall be subject to earlier termination as herein provided. D. DATE OF EXERCISE Upon the authorization of the grant of an Option, or at any time thereafter, the Committee may, subject to the provisions of Paragraph C of this Article V, prescribe the date or dates on which the Option becomes exercisable, and may provide that the Option rights become exercisable in installments over a period of years, or upon the attainment of stated goals. E. MEDIUM OF PAYMENT The Option price shall be paid on the date of purchase specified in the notice of exercise, as set forth in Paragraph I. It shall be paid in such form (permitted by Section 422 of the Code in the case of Incentive Options) as the Committee shall, 7 either by rules promulgated pursuant to the provisions of Article III of the Plan, or in the particular Option Agreement, provide. F. TERMINATION OF EMPLOYMENT 1. A Participant who ceases to be an employee or Key Non-Employee of the Company or of an Affiliate for any reason other than death, Disability, or termination for cause, may exercise any Option granted to such Participant, to the extent that the right to purchase Shares thereunder has become exercisable on the date of such termination, but only within three (3) months after such date, or, if earlier, within the originally prescribed term of the Option, and subject to the condition that no Option shall be exercisable after the expiration of the term of the Option. A Participant's employment shall not be deemed terminated by reason of a transfer to another employer which is the Company or an Affiliate. 2. A Participant who ceases to be an employee or Key Non-Employee for cause shall, upon such termination, cease to have any right to exercise any Option. For purposes of this Plan, cause shall mean, in the Committee's discretion, (i) in the case of an employee or Key Non-Employee, if there is a written employment or consulting agreement between the Participant and the Company or any of its Affiliates, cause as defined in such agreement, and (ii) in all other cases, the wrongful appropriation of funds of the Company or an Affiliate, divulging confidential information about the Company or an Affiliate to the public, the commission of a gross misdemeanor or felony, or the performance of any other action that the Board or the Committee, in their sole discretion, may deem to be sufficiently injurious to the interests of the Company or an Affiliate to constitute substantial cause for termination. The determination of the Board or the Committee as to the existence of cause shall be conclusive and binding upon the Participant and the Company. 3. A Participant who is absent from work with the Company or an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined at Paragraph B(6) of Article I hereof), or who is on leave of absence for any purpose permitted by any authoritative interpretation (i.e., regulation, ruling, case law, etc.) of Section 422 of the Code, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated his employment or relationship with the Company or with an Affiliate, except as the Committee may otherwise expressly provide or determine. 4. Paragraph F(1) shall control and fix the rights of a Participant who ceases to be an employee or Key Non-Employee of the Company or of an Affiliate for any reason other than death, Disability, or termination for cause, and who 8 subsequently becomes Disabled or dies. Nothing in Paragraphs G and H of this Article V shall be applicable in any such case except that, in the event of such a subsequent Disability or death within the three (3) month period after the termination of employment or, if earlier, within the originally prescribed term of the Option, the Participant or the Participant's estate or personal representative may exercise the Option permitted by this Paragraph F, in the event of Disability, within twelve (12) months after the date that the Participant ceased to be an employee or Key Non-Employee of the Company or of an Affiliate or, in the event of death, within twelve (12) months after the date of death of such Participant. G. TOTAL AND PERMANENT DISABILITY A Participant who ceases to be an employee or Key Non-Employee of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant to the extent that the right to purchase Shares thereunder has become exercisable on or before the date such Participant becomes Disabled as determined by the Committee. A Disabled Participant, or his estate or personal representative, shall exercise such rights, if at all, only within a period of not more than twelve (12) months after the date that the Participant became Disabled as determined by the Committee (notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not become Disabled) or, if earlier, within the originally prescribed term of the Option. H. DEATH In the event that a Participant to whom an Option has been granted ceases to be an employee or Key Non-Employee of the Company or of an Affiliate by reason of such Participant's death, such Option, to the extent that the right is exercisable but not exercised on the date of death, may be exercised by the Participant's estate or personal representative within twelve (12) months after the date of death of such Participant or, if earlier, within the originally prescribed term of the Option, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant were alive and had continued to be an employee or Key Non-Employee of the Company or of an Affiliate. I. EXERCISE OF OPTION AND ISSUE OF STOCK Options shall be exercised by giving written notice to the Company. Such written notice shall: (l) be signed by the person exercising the Option, (2) state the number of Shares with respect to which the Option is being exercised, (3) contain the warranty required by paragraph M of this Article V, and (4) specify a date (other than a 9 Saturday, Sunday or legal holiday) not less than five (5), as the date on which the Shares will be purchased. Such tender and conveyance shall take place at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option. On the date specified in such written notice (which date may be extended by the Company in order to comply with any law or regulation which requires the Company to take any action with respect to the Option Shares prior to the issuance thereof, whether pursuant to the provisions of Article VI or otherwise), the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee and shall deliver to the person or persons exercising the Option in exchange therefor an appropriate certificate or certificates for fully paid non-assessable Shares. If approved in advance by the Committee, payment in full or in part also may be made (i) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (ii) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of the Code of Federal Regulations, a so-called "cashless" exercise); or (iii) by any combination of the foregoing. J. RIGHTS AS A STOCKHOLDER No Participant to whom an Option has been granted shall have rights as a stockholder with respect to any Shares covered by such Option except as to such Shares as have been issued to or registered in the Company's share register in the name of such Participant upon the due exercise of the Option and tender of the full Option price. K. ASSIGNABILITY AND TRANSFERABILITY OF OPTION Unless otherwise permitted by the Code and by Rule 16b-3 of the Exchange Act, if applicable, and approved in advance by the Committee, an Option granted to a Participant shall not be transferable by the Participant and shall be exercisable, during the Participant's lifetime, only by such Participant or, in the event of the Participant's incapacity, his guardian or legal representative. Except as otherwise permitted herein, such Option shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment, or 10 similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Option or of any rights granted thereunder contrary to the provisions of this Paragraph K, or the levy of any attachment or similar process upon an Option or such rights, shall be null and void. L. OTHER PROVISIONS The Option Agreement for an Incentive Option shall contain such limitations and restrictions upon the exercise of the Option as shall be necessary in order that such Option can be an "incentive stock option" within the meaning of Section 422 of the Code. Further, the Option Agreements authorized under the Plan shall be subject to such other terms and conditions including, without limitation, restrictions upon the exercise of the Option, as the Committee shall deem advisable and which, in the case of Incentive Options, are not inconsistent with the requirements of Section 422 of the Code. M. PURCHASE FOR INVESTMENT Unless the Shares to be issued upon the particular exercise of an Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. In accordance with the direction of the Committee, the persons who exercise such Option shall warrant to the Company that, at the time of such exercise, such persons are acquiring their Option Shares for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and shall make such other representations, warranties, acknowledgments and affirmations, if any, as the Committee may require. In such event, the persons acquiring such Shares shall be bound by the provisions of the following legend (or similar legend) which shall be endorsed upon the certificate(s) evidencing their Option Shares issued pursuant to such exercise. "The shares represented by this certificate have been acquired for investment and they may not be sold or otherwise transferred by any person, including a pledgee, in the absence of an effective registration statement for the shares under the Securities Act of 1933 or an opinion of counsel satisfactory to the Company that an exemption from registration is then available." "The shares of stock represented by this certificate are subject to the terms and conditions of either a certain Option Agreement dated as of _________, 19__, among the Company and certain of its optionees, or a certain Shareholders' Agreement dated as of _________, 19__, among the Company and certain shareholders. A copy of the applicable Agreement is on file in the office of the Secretary of the Company. The applicable Agreement provides, among 11 other things, for restrictions upon the holder's right to transfer the shares represented hereby; and for certain prior rights to purchase and certain obligations to sell the shares of common stock evidenced by this certificate at a designated purchase price determined in accordance with certain procedures. Any attempted transfer of these shares other than in compliance with the applicable Agreement shall be void and of no effect. By accepting the shares of stock evidenced by this certificate, any permitted transferee agrees to be bound by all of the terms and conditions of said Agreement." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining any consent that the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). VI. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; SALE OF COMPANY In the event that the outstanding Shares of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, change in par value, stock split-up, combination of shares or dividend payable in capital stock, or the like, the Company shall make adjustments to such Options (including, by way of example and not by way of limitation, the grant of substitute options under the Plan or under the plan of such other corporation) as it may determine to be appropriate under the circumstances, and, in addition, appropriate adjustments shall be made in the number and kind of shares and in the option price per share subject to outstanding options under the Plan or under the plan of such successor corporation. No such adjustment shall be made which shall, within the meaning of Section 424 of the Code, constitute such a modification, extension, or renewal of an option as to cause the adjustment to be considered as the grant of a new option. Notwithstanding anything herein to the contrary, the Company may, in its sole discretion, accelerate the timing of the exercise provisions of any Option in the event of (i) the adoption of a plan of merger or consolidation under which all the Shares of the Company would be eliminated, or (ii) a sale of all or substantially all of the Company's assets or Shares. Alternatively, the Company may, in its sole discretion, cancel any or all Options upon any of the foregoing events and provide for the payment to Participants in cash of an amount equal to the difference between the Option price and the price of a Share, as determined in good faith by the Committee, at the close of business on the date of such event, multiplied by the number of Shares subject to Option so canceled. Upon a business combination by the Company or any of its Affiliates with any corporation or other entity through the adoption of a plan of merger or consolidation or a share exchange or through the purchase of all or substantially all of the capital stock or assets of such other corporation or entity, the Board or the Committee may, in its sole discretion, grant Options 12 pursuant hereto to all or any persons who, on the effective date of such transaction, hold outstanding options to purchase securities of such other corporation or entity and who, on and after the effective date of such transaction, will become employees or directors of, or consultants to, the Company or its Affiliates. The number of Shares subject to such substitute Options shall be determined in accordance with the terms of the transaction by which the business combination is effected. Notwithstanding the other provisions of this Plan, the other terms of such substitute Options shall be substantially the same as or economically equivalent to the terms of the options for which such Options are substituted, all as determined by the Board or by the Committee, as the case may be. Upon the grant of substitute Options pursuant hereto, the options to purchase securities of such other corporation or entity for which such Options are substituted shall be canceled immediately. VII. DISSOLUTION OR LIQUIDATION OF THE COMPANY Upon the dissolution or liquidation of the Company other than in connection with a transaction to which the preceding Article VI is applicable, all Options granted hereunder shall terminate and become null and void; provided, however, that if the rights of a Participant under the applicable Options have not otherwise terminated and expired, the Participant shall have the right immediately prior to such dissolution or liquidation to exercise any Option granted hereunder to the extent that the right to purchase shares thereunder has become exercisable as of the date immediately prior to such dissolution or liquidation. VIII. TERMINATION OF THE PLAN The Plan shall terminate (10) years from the earlier of the date of its adoption or the date of its approval by the stockholders. The Plan may be terminated at an earlier date by vote of the stockholders or the Board; provided, however, that any such earlier termination shall not affect any Options granted or Option Agreements executed prior to the effective date of such termination. Except as may otherwise be provided for under Articles VI and VII, and notwithstanding the termination of the Plan, any Options granted prior to the effective date of the Plan's termination may be exercised until the earlier of (i) the date set forth in the Option Agreement, or (ii) ten (10) years from the date the Option is granted, and the provisions of the Plan with respect to the full and final authority of the Committee under the Plan shall continue to control. IX. AMENDMENT OF THE PLAN The Plan may be amended by the Board and such amendment shall become effective upon adoption by the Board; provided, however, that any amendment shall be subject to the approval of the stockholders of the Company at or before the next annual meeting of the stockholders of the Company if such stockholder approval is required by the Code, any federal or state law or regulation, the rules of any stock exchange or automated quotation system on which the Shares may be listed or quoted, or if the Board, in its discretion, determines to submit such changes to the Plan to its stockholders for approval. 13 X. EMPLOYMENT RELATIONSHIP Nothing herein contained shall be deemed to prevent the Company or an Affiliate from terminating the employment of a Participant, nor to prevent a Participant from terminating the Participant's employment with the Company or an Affiliate. XI. INDEMNIFICATION OF COMMITTEE In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall, to the extent permitted under Singapore laws, be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken by them as members of the Committee and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that the Committee member is liable for gross negligence or willful misconduct in the performance of his or her duties. To receive such indemnification, a Committee member must first offer in writing to the Company the opportunity, at its own expense, to defend any such action, suit or proceeding. XII. MITIGATION OF EXCISE TAX If any payment or right accruing to a Participant under this Plan (without the application of this Article XII), either alone or together with other payments or rights accruing to the Participant from the Company or an Affiliate ("Total Payments"), would constitute a "parachute payment" (as defined in Section 280G of the Code and regulations thereunder), such payment or right shall be reduced, either under this Plan or under any other agreement providing for such other payments or rights, to the largest amount or greatest right that will result in no portion of the amount payable or right accruing under the Plan being subject to an excise tax under Section 4999 of the Code or being disallowed as a deduction under Section 280G of the Code. The determination of whether any reduction in the rights or payments under this Plan is to apply shall be made by the Company. The Participant shall cooperate in good faith with the Company in making such determination and providing any necessary information for this purpose. XIII. SAVINGS CLAUSE This Plan is intended to comply in all respects with applicable law and regulations, including, (i) with respect to those Participants who are officers or directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the Securities and Exchange Commission, if applicable, and (ii) with respect to executive officers, Code Section 162(m). In case any one or more 14 provisions of this Plan shall be held invalid, illegal, or unenforceable in any respect under applicable law and regulation (including Rule 16b-3 and Code Section 162(m)), the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal, or unenforceable provision shall be deemed null and void; however, to the extent permitted by law, any provision that could be deemed null and void shall first be construed, interpreted, or revised retroactively to permit this Plan to be construed in compliance with all applicable law (including Rule 16b-3 and Code Section 162(m)) so as to foster the intent of this Plan. Notwithstanding anything herein to the contrary, with respect to Participants who are officers and directors for purposes of Section 16 of the Exchange Act, no grant of an Option to purchase Shares shall permit unrestricted ownership of Shares by the Participant for at least six (6) months from the date of the grant of such Option, unless the Board determines that the grant of such Option to purchase Shares otherwise satisfies the then current Rule 16b-3 requirements. XIV. WITHHOLDING Except as otherwise provided by the Committee, A. The Company shall have the power and right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy the minimum federal, state, and local taxes required by law to be withheld with respect to any grant, exercise, or payment made under or as a result of this Plan; and B. In the case of any taxable event hereunder, a Participant may elect, subject to the approval in advance by the Committee, to satisfy the withholding requirement, if any, in whole or in part, by having the Company withhold Shares of Common Stock that would otherwise be transferred to the Participant having a Fair Market Value, on the date the tax is to be determined, equal to the minimum marginal tax that could be imposed on the transaction. All elections shall be made in writing and signed by the Participant. XV. EFFECTIVE DATE This Plan shall become effective upon adoption by the Board, provided that within one (1) year before or after such adoption by the Board (or within such earlier time period as may be required by the Exchange Act, if applicable) the Plan is approved by the stockholders of the Company. If such approval is not obtained, then this Plan and all Options granted hereunder shall be null and void ab initio. XVI. GOVERNING LAW This Plan shall be governed by the laws of the State of Delaware and construed in accordance therewith. 15 Adopted this 8th day of November, 1999. 16 CHATHAM TECHNOLOGIES, INC. INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT is made this ____________ day of _________________ between Chatham Technologies, Inc., a Delaware corporation (the "COMPANY"), and ______________ (the "EMPLOYEE"). WHEREAS, the Company desires to grant to the Employee an option to purchase shares of its common capital stock (the "SHARES") under the Company's Stock Option Plan (the "PLAN") which has been (or will, within one year after its adoption be) approved by its stockholders; and WHEREAS, the Company and the Employee understand and agree that any terms used herein have the same meanings as in the Plan (the Employee being referred to in the Plan as a "PARTICIPANT"). NOW, THEREFORE, in consideration of the following mutual covenants and for other good and valuable consideration, the parties agree as follows: 1. GRANT OF INCENTIVE OPTION In consideration of the sum of $1 paid by the option holder to the Company (the receipt, adequacy and sufficiency of which the Company hereby acknowledges), the Company hereby grants to the Employee the right and option to purchase all or any part of an aggregate of _____________ Shares (the "OPTION") on the terms and conditions and subject to all the limitations set forth herein and in the Plan; which is incorporated herein--by reference: The Employee acknowledges receipt of a copy of the Plan and acknowledges that the definitive records pertaining to the grant of this Option, and exercises of rights hereunder, shall be retained by the Company. The Option granted herein is intended to qualify as an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended. 2. PURCHASE PRICE The purchase price of the Shares subject to the Option shall be _____________________ Dollars ($_____________) per Share, the fair market value of the Shares as of the date of grant. 3. EXERCISE OF OPTION Subject to the Plan and this Agreement, the Option shall be exercisable as follows: 17 EXERCISE PERIOD
Commencement Expiration Number of Shares Date Date ---------------- ------------ ----------
4. EXERCISE OF OPTION AND ISSUANCE OF STOCK The Option may be exercised in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised, shall contain the warranty, if any, required under the Plan and shall specify a date (other than a Saturday, Sunday or legal holiday) as the date on which the Shares will be purchased, at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement and the Plan. On the date specified in such written notice (which date, may be extended by the Company, if any law or regulation requires the Company to take any action with respect to the Option Shares prior to the issuance thereof); the Company shall accept payment for the Option Shares and shall deliver to the Employee an appropriate certificate or certificates for the Shares as to which the Option was exercised. The Option price of any Shares shall be payable at the time of exercise as determined by the Company in its sole discretion either: (1) in cash, by certified check or bank check, or by wire transfer; or (2) in any other manner permitted under Paragraph I of Article V of the Plan; or (3) any combination of (1) or (2) above. The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall have the rights of a stockholder only with respect to those Shares covered by the Option, which have been registered in the holder's name in the share register of the Company upon the due exercise of the Option. 5. NON-ASSIGNABILTTY This Option shall not be transferable by the Employee and shall be exercisable only by the Employee, except as the Plan may otherwise provide. 18 6. NOTICES Any notices required or permitted by the terms of this Agreement or the Plan shall be given by registered or certified mail, return receipt requested, addressed as follows: To the Company: Chatham Technologies, Inc. 12221 Merit Drive, Suite 400 Dallas, Texas 75251 To the Employee: ___________________________ ___________________________ ___________________________ or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given when mailed in accordance with the foregoing provisions. 7. GOVERNING LAW This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware. 8. BINDING EFFECT This Agreement shall (subject to the provisions of Section 5 hereof) be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. IN WITNESS WHEREOF, the Company and Employee have caused this Agreement to be executed on their behalf, by their duly authorized representatives, all on the day and year first above written. CHATHAM TECHNOLOGIES, INC. By: ___________________________________ Its: __________________________________ ______________________________________ Employee 19 CHATHAM TECHNOLOGIES, INC. NONSTATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT is made this ____ day of ________________ between Chatham Technologies, Inc., a Delaware corporation (the "COMPANY"), and __________________ (the "OPTIONEE"). WHEREAS, the Company desires to grant to the Optionee an option to purchase shares of its common capital stock (the "SHARES") under the Company's Stock Option Plan (the "PLAN"); and WHEREAS, the Company and the Optionee understand and agree that any terms used herein have the same meanings as in the Plan (the Optionee being referred to in the Plan as a "PARTICIPANT"). NOW, THEREFORE, in consideration of the following mutual covenants and for other good and valuable consideration, the parties agree as follows: 1. GRANT OF OPTION In consideration of the sum of $1 paid by the option holder to the Company (the receipt, adequacy and sufficiency of which the Company hereby acknowledges), the Company hereby grants to the Optionee the right and option to purchase all or any part of an aggregate of ____________ Shares (the "OPTION") on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference. The Optionee acknowledges receipt of a copy of the Plan and acknowledges that the definitive records pertaining to the grant of this Option, and exercises of rights hereunder, shall be retained by the Company. The Option granted herein is intended to be a Nonstatutory Option as defined in the Plan. 2. PURCHASE PRICE The purchase price of the Shares subject to the Option shall be _____________ Dollars ($_______) per Share. 3. EXERCISE OF OPTION Subject to the Plan and this Agreement, the Option shall be exercisable as follows: EXERCISE PERIOD
Commencement Expiration Number of Shares Date Date ---------------- ------------ ----------
20 4. EXERCISE OF OPTION AND ISSUANCE OF STOCK The Option may be exercised in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised, shall contain the warranty, if any, required under the Plan and shall specify a date (other than a Saturday, Sunday or legal holiday) as the date on which the Shares will be purchased, at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement and the Plan. On the date specified in such written notice (which date may be extended by the Company if any law or regulation requires the Company to take any action with respect to the Shares prior to the issuance thereof), the Company shall accept payment for the Shares and shall deliver to the Optionee an appropriate certificate or certificates for the shares as to which the Option was exercised. The Option price of any Shares shall be payable at the time of exercise as determined by the Company in its sole discretion either: (1) in cash, by certified check or bank check, or by wire transfer; or (2) in any other manner permitted under Paragraph I of Article V of the Plan; or (3) any combination of (1) or (2) above. The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall have the rights of a stockholder only with respect to those Shares covered by the Option which have been registered in the holder's name in the share register of the Company upon the due exercise of the Option. 5. NON-ASSIGNABILITY This Option shall not be transferable by the Optionee and shall be exercisable only by the Optionee, except as the Plan may otherwise provide. 6. NOTICES Any notices required or permitted by the terms of this Agreement or the Plan shall be given by registered or certified mail, return receipt requested, addressed as follows: 21 To the Company: Chatham Technologies, Inc. 12221 Merit Drive, Suite 400 Dallas, Texas 75251 To the Optionee: ___________________________ ___________________________ ___________________________ or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given when mailed in accordance with the foregoing provisions. 7. GOVERNING LAW This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware. 8. BINDING EFFECT This Agreement shall (subject to the provisions of Section 5 hereof) be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. IN WITNESS WHEREOF, the Company and the Optionee have caused this Agreement to be executed on their behalf, by their duly authorized representatives, all on the day and year first above written. CHATHAM TECHNOLOGIES, INC. By: ________________________________________ Its: _______________________________________ ___________________________________________ Optionee EX-4.7 3 f65508ex4-7.txt EXHIBIT 4.7 1 Exhibit 4.7 1997 STOCK OPTION PLAN OF CHATHAM TECHNOLOGIES, INC. 1. PURPOSES OF THE PLAN. This stock option plan (the "Plan") is intended to provide an incentive to key employees (including directors and officers who are key employees) and to consultants and directors who are not employees of CHATHAM TECHNOLOGIES, INC., a Delaware corporation (the "Company"), or any of its Subsidiaries (as defined in Paragraph 19), and to offer an additional inducement in obtaining the services of such persons. The Plan provides for the grant of "incentive stock options" ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and nonqualified stock options which do not qualify as ISOs ("NQSOs"). The Company makes no representation or warranty, express or implied, as to the qualification of any option as an "incentive stock option" under the Code. 2. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Paragraph 12, the aggregate number of shares of Class A Common Stock, $.01 par value per share, of the Company ("Common Stock") for which options may be granted under the Plan shall not exceed 150,000. Such shares of Common Stock shall consist of authorized but unissued shares of Common Stock. Subject to the provisions of Paragraph 13, any shares of Common Stock subject to an option which for any reason expires, is canceled or is terminated unexercised or which ceases for any reason to be exercisable, shall again become available for the granting of options under the Plan. The Company shall at all times during the term of the Plan reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of the Plan. 3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Board of Directors of the Company (the "Board of Directors") or a committee of the Board of Directors (collectively, the "Committee"). Except as otherwise provided by the Board of Directors, the By-laws of the Company or applicable law, a majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members without a meeting, shall be the acts of the Committee. Subject to the express provisions of the Plan, the Committee shall have the authority, in its sole discretion, to determine: the key employees, consultants and Non-Employee Directors (as defined in Paragraph 19) who shall be granted options; the type of option to be granted to a key employee; the times when an option shall be granted; the number of shares of Common Stock to be subject to each option; the term of each option; the date each option shall become exercisable; whether an option shall be exercisable in whole, in part or in installments and, if in installments, the number of shares of Common Stock to be subject to each installment, whether the installments shall be cumulative, the date each installment shall become exercisable and the term of each installment; whether to accelerate the date of exercise of any option or installment; whether shares of Common Stock may be issued upon the exercise 2 of an option as partly paid and, if so, the dates when future installments of the exercise price shall become due and the amounts of such installments; the exercise price of each option; the form of payment of the exercise price; whether to restrict the sale or other disposition of the shares of Common Stock acquired upon the exercise of an option and, if so, whether and under what conditions to waive any such restriction; whether and under what conditions to subject all or a portion of the grant or exercise of an option or the shares acquired pursuant to the exercise of an option to the fulfillment of certain restrictions or contingencies as specified in the contract referred to in Paragraph 11 hereof (the "Contract"), including without limitation, restrictions or contingencies relating to entering into a covenant not to compete with the Company, any of its Subsidiaries or a Parent (as defined in Paragraph 19), to financial objectives for the Company, any of its Subsidiaries or a Parent, a division of any of the foregoing, a product line or other category, and/or to the period of continued employment of the optionee with the Company, any of its Subsidiaries or a Parent, and to determine whether such restrictions or contingencies have been met; whether an optionee is Disabled (as defined in Paragraph 19); the amount, if any, necessary to satisfy the obligation of the Company, a Subsidiary or Parent to withhold taxes or other amounts; the fair market value of a share of Common Stock; to construe the respective Contracts and the Plan; with the consent of the optionee, to cancel or modify an option, provided, that the modified provision is permitted to be included in an option granted under the Plan on the date of the modification, and further, provided, that in the case of a modification (within the meaning of Section 424(h) of the Code) of an ISO, such option as modified would be permitted to be granted on the date of such modification under the terms of the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; and to make all other determinations necessary or advisable for administering the Plan. Any controversy or claim arising out of or relating to the Plan, any option granted under the Plan or any Contract shall be determined unilaterally by the Committee in its sole discretion. The determinations of the Committee on the matters referred to in this Paragraph 3 shall be conclusive and binding on the parties. No member or former member of the Committee shall be liable for any action, failure to act or determination made in good faith with respect to the Plan, any Contract or any option hereunder. 4. ELIGIBILITY. The Committee may from time to time, in its sole discretion, consistent with the purposes of the Plan, grant options to (a) key employees (including officers and directors who are key employees) of the Company or any of its Subsidiaries, (b) consultants to the Company or any of its Subsidiaries and (c) Non-Employee Directors. In no event, however, may any consultant or Non-Employee Director 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 or Non-Employee Director is resident under the relevant securities laws of that jurisdiction. Provided Always That in the case of (b) above, the relevant consultant's or Non-Employee Director'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 or Non-Employee Director is resident is not impractical (having regard to the nature of those requirements) and would not involve undue expense. Such options granted shall cover such number of shares of Common Stock as the Committee may determine, in its sole discretion, as set forth in the applicable Contract; provided, however, that the aggregate market value (determined at the time the option is granted in accordance with Paragraph 5) of the shares of Common Stock for which any eligible employee may be granted ISOs under the Plan or any other plan of the Company, or of a Parent or a Subsidiary of the Company, which are exercisable for the first time by such optionee during any calendar year shall not exceed $100,000. Such ISO limitation shall be applied by taking ISOs into account in the order in which they were granted. Any option granted in excess of such ISO limitation amount shall be treated as a NQSO to the extent of such excess. 5. EXERCISE PRICE. The exercise price of the shares of Common Stock under each option shall be determined by the Committee, in its sole discretion, as set forth in the 3 applicable Contract; provided, however, that the exercise price of an ISO shall not be less than the fair market value of the Common Stock subject to such option on the date of grant; and further, provided, that if, at the time an ISO is granted, the optionee owns (or is deemed to own under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, of any of its Subsidiaries or of a Parent, the exercise price of such ISO shall not be less than 110% of the fair market value of the Common Stock subject to such ISO on the date of grant. In no event may the exercise price be less than the par value of a share. The fair market value of a share of Common Stock on any day shall be (a) if the principal market for the Common Stock is a national securities exchange, the average of the highest and lowest sales prices per share of Common Stock on such day as reported by such exchange or on a composite tape reflecting transactions on such exchange, (b) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted on The Nasdaq Stock Market ("Nasdaq"), and (i) if actual sales price information is available with respect to the Common Stock, the average of the highest and lowest sales prices per share of Common Stock on such day on Nasdaq, or (ii) if such information is not available, the average of the highest bid and lowest asked prices per share of Common Stock on such day on Nasdaq, or (c) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is not quoted on Nasdaq, the average of the highest bid and lowest asked prices per share of Common Stock on such day as reported on the OTC Bulletin Board Service or by National Quotation Bureau, Incorporated or a comparable service; provided, however, that if clauses (a), (b) and (c) of this Paragraph are all inapplicable, or if no trades have been made or no quotes are available for such day, the fair market value of the Common Stock shall be determined by the Board of Directors or the Committee by any method consistent with applicable regulations adopted by the Treasury Department relating to stock options. 6. TERM. The term of each option granted pursuant to the Plan shall be such term as is established by the Committee, in its sole discretion, as set forth in the applicable Contract; provided, however, that the term of each ISO granted pursuant to the Plan shall be for a period not exceeding 10 years from the date of grant thereof; and further, provided, that if, at the time an ISO is granted, the optionee owns (or is deemed to own under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, of any of its Subsidiaries or of a Parent, the term of the ISO shall be for a period not exceeding five years from the date of grant. Options shall be subject to earlier termination as hereinafter provided. 7. EXERCISE. An option (or any part or installment thereof), to the extent then exercisable, shall be exercised by giving written notice to the Company at its principal office stating which option is being exercised, specifying the number of shares of Common Stock as to which such option is being exercised and accompanied by payment in full of the aggregate exercise price therefor (or the amount due on exercise if the applicable Contract permits installment payments) in cash or by certified check equal to the aggregate exercise price of all options being exercised, or with any combination of cash, certified check or shares of Common Stock having such value. The Company shall not be required to issue any shares 4 of Common Stock pursuant to any such option until all required payments, including any required withholding, have been made. A person entitled to receive Common Stock upon the exercise of an option shall not have the rights of a stockholder with respect to such shares of Common Stock until the date of allotment of such shares. In no case may a fraction of a share of Common Stock be purchased or issued under the Plan. 8. TERMINATION OF RELATIONSHIP. Except as may otherwise be expressly provided in the applicable Contract, an optionee whose relationship with the Company, its Parent and Subsidiaries as an employee or a consultant has terminated for any reason (other than as a result of the death or Disability of the optionee) may exercise his options, to the extent exercisable on the date of such termination, at any time within three months after the date of termination, but not thereafter and in no event after the date the option would otherwise have expired; provided, however, that if such relationship is terminated either (a) for Cause (as defined in Paragraph 19), or (b) without the consent of the Company, such option shall terminate immediately. Except as may otherwise be expressly provided in the applicable Contract, options granted under the Plan to an employee or consultant shall not be affected by any change in the status of the optionee so long as the optionee continues to be an employee of, or a consultant to, the Company, or any of the Subsidiaries or a Parent (regardless of having changed from one to the other or having been transferred from one corporation to another). For the purposes of the Plan, an employment relationship shall be deemed to exist between an individual and the Company, any of its Subsidiaries or a Parent if, at the time of the determination, the individual was an employee of such corporation for purposes of Section 422(a) of the Code. As a result, an individual on military, sick leave or other bona fide leave of absence shall continue to be considered an employee for purposes of the Plan during such leave if the period of the leave does not exceed 90 days, or, if longer, so long as the individual's right to reemployment with the Company, any of its Subsidiaries or a Parent is guaranteed either by statute or by contract. If the period of leave exceeds 90 days and the individual's right to reemployment is not guaranteed by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave. Except as may otherwise be expressly provided in the applicable Contract, an optionee whose relationship with the Company as a Non-Employee Director ceases for any reason (other than as a result of his death or Disability) may exercise his options, to the extent exercisable on the date of such termination, at any time within three months after the date of termination, but not thereafter and in no event after the date the option would otherwise have expired; provided, however, that if such relationship is terminated for Cause, such option shall terminate immediately. Except as may otherwise be expressly provided in the applicable 5 Contract, options granted to a Non-Employee Director shall not be affected by the optionee becoming an employee of the Company, any of its Subsidiaries or a Parent. Nothing in the Plan or in any option granted under the Plan shall confer on any optionee any right to continue in the employ of, or as a consultant to, the Company, any of its Subsidiaries or a Parent, or as a director of the Company, or interfere in any way with any right of the Company, any of its Subsidiaries or a Parent to terminate the optionee's relationship at any time for any reason whatsoever without liability to the Company, any of its Subsidiaries or a Parent. 9. DEATH OR DISABILITY OF AN OPTIONEE. Except as may otherwise be expressly provided in the applicable Contract, if an optionee dies (a) while he is an employee of, or consultant to, the Company, any of its Subsidiaries or a Parent, (b) within three months after the termination of such relationship (unless such termination was for Cause or without the consent of the Company) or (c) within one year following the termination of such relationship by reason of his Disability, the options that were granted to him as an employee or consultant may be exercised, to the extent exercisable on the date of his death, by his Legal Representative (as defined in Paragraph 19) at any time within one year after death, but not thereafter and in no event after the date the option would otherwise have expired. Except as may otherwise be expressly provided in the applicable Contract, any optionee whose relationship as an employee of, or consultant to, the Company, its Parent and Subsidiaries has terminated by reason of such optionee's Disability may exercise the options that were granted to him as an employee or consultant, to the extent exercisable upon the effective date of such termination, at any time within one year after such date, but not thereafter and in no event after the date the option would otherwise have expired. Except as may otherwise be expressly provided in the applicable Contract, any optionee whose relationship as a Non-Employee Director ceases as a result of his death or Disability may exercise the options that were granted to him as a Non-Employee Director, to the extent exercisable on the date of such termination, at any time within one year after the date of termination, but not thereafter and in no event after the date the option would otherwise have expired. In the case of the death of the Non-Employee Director, the option may be exercised by his Legal Representative. 10. COMPLIANCE WITH SECURITIES LAWS. The Committee may require, in its sole discretion, as a condition to the exercise of any option that either (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock to be issued upon such exercise shall be effective and current at the time of exercise, or (b) there is an exemption from registration under the Securities Act for the issuance of the shares of Common Stock upon such exercise. Nothing herein shall be construed as requiring the Company to register shares subject to any option under the Securities Act or to keep any Registration Statement effective or current. The Committee may require, in its sole discretion, as a condition to the receipt of an option or the exercise of any option that the optionee execute and deliver to the Company 6 his representations and warranties, in form, substance and scope satisfactory to the Committee, which the Committee determines are necessary or convenient to facilitate the perfection of an exemption from the registration requirements of the Securities Act, applicable state securities laws or other legal requirement, including without limitation that (a) the shares of Common Stock to be issued upon the exercise of the option are being acquired by the optionee for his own account, for investment only and not with a view to the resale or distribution thereof, and (b) any subsequent resale or distribution of shares of Common Stock by such optionee will be made only pursuant to (i) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the optionee shall prior to any offer of sale or sale of such shares of Common Stock provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. In addition, if at any time the Committee shall determine, in its sole discretion, that the listing or qualification of the shares of Common Stock subject to any option on any securities exchange, Nasdaq or under any applicable law, or the consent or approval of any governmental agency or regulatory body, is necessary or desirable as a condition to, or in connection with, the granting of an option or the issuing of shares of Common Stock thereunder, such option may not be granted and such option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. 11. CONTRACTS. Each option shall be evidenced by an appropriate Contract which shall be duly executed by the Company and the optionee, and shall contain such terms, provisions and conditions not inconsistent herewith as may be determined by the Committee. The terms of each option and Contract need not be identical. 12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Notwithstanding any other provision of the Plan, in the event of: (a) a stock dividend, recapitalization, merger or consolidation in which the Company is the surviving corporation, or a spin-off, split-up, combination or exchange of shares or the like which results in a change in the number or kind of shares of Common Stock which is outstanding immediately prior to such event, the Committee shall appropriately adjust the aggregate number and kind of shares subject to the Plan, the aggregate number and kind of shares subject to each outstanding option and the exercise price thereof. Such adjustments shall be conclusive and binding on all parties and may provide for the elimination of fractional shares which might otherwise be subject to options without payment therefor. (b) the liquidation or dissolution of the Company, or a merger to which the Company is a party whether or not it is the surviving corporation or a consolidation or a sale by the Company of all or substantially all of its assets, then, except as set forth below, the options granted hereunder which are outstanding or unvested as of the date of such event, shall continue to be outstanding and the optionee shall be entitled to receive an option to acquire the type and 7 amount of consideration which he would have been entitled to receive if he had exercised the options granted hereunder immediately prior to the transaction and actually owned the shares of common stock subject to such option. The exercise price of the resultant option shall be determined by the Committee in its sole discretion such that the aggregate exercise price payable with respect to the resultant option shall be equal to the aggregate exercise price payable with respect to the option granted under the Plan. Notwithstanding the foregoing, the Company shall have the right, by written notice, provided to an optionee sent no later than 15 days prior to the proposed liquidation, dissolution, merger or other transaction, to advise the optionee that upon consummation of the transaction all options granted to any optionee under the Plan shall terminate and be void, in which event, the optionee shall have right to exercise all options then currently exercisable in accordance with the terms of the applicable option Contract within 10 days after the date of the notice from the Company. 13. AMENDMENTS AND TERMINATION OF THE PLAN. The Plan was adopted by the Board of Directors on August 13, 1997. No ISO may be granted under the Plan after August 12, 2007: The Board of Directors, without further approval of the Company's stockholders, may at any time suspend or terminate the Plan, in whole or in part, or amend it from time to time in such respects as it may deem advisable, including, without limitation, in order that ISOs granted hereunder meet the requirements for "incentive stock options" under the Code, to comply with any change in applicable law, regulations, rulings or interpretations of any administrative agency; provided, however, that no amendment shall be effective without the requisite prior or subsequent stockholder approval which would (a) except as contemplated in Paragraph 12, increase the maximum number of shares of Common Stock for which options may be granted under the Plan, (b) change the eligibility requirements to receive options hereunder or (c) make any other change for which applicable law requires stockholder approval. No termination, suspension or amendment of the Plan shall, without the consent of the optionee, adversely affect his rights under any option granted under the Plan. The power of the Committee to construe and administer any option granted under the Plan prior to the termination or suspension of the Plan nevertheless shall continue after such termination or during such suspension. 14. NON-TRANSFERABILITY. No option granted under the Plan shall be transferable otherwise than by will or the laws of descent and distribution, and options may be exercised, during the lifetime of the optionee, only by the optionee or his Legal Representatives. Except to the extent provided above, options may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, and any such attempted assignment, transfer, pledge, hypothecation or disposition shall be null and void ab initio and of no force or effect. 15. WITHHOLDING TAXES. The Company, a Subsidiary or Parent may withhold cash, in an amount equal to the amount which the Committee determines is necessary to satisfy the obligation of the Company, a Subsidiary or Parent to withhold Federal, 8 state and local income taxes or other amounts incurred by reason of the grant, vesting, exercise or disposition of an option, or the disposition of the underlying shares of Common Stock. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. 16. LEGENDS; PAYMENT OF EXPENSES. The Company may endorse such legend or legends upon the certificates for shares of Common Stock issued upon exercise of an option under the Plan and may issue such "stop transfer" instructions to its transfer agent in respect of such shares as it determines, in its discretion, to be necessary or appropriate to (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act and any applicable state securities laws, (b) implement the provisions of the Plan or any agreement between the Company and the optionee with respect to such shares of Common Stock, or (c) permit the Company to determine the occurrence of a "disqualifying disposition," as described in Section 421(b) of the Code, of the shares of Common Stock issued or transferred upon the exercise of an ISO granted under the Plan. The Company shall pay all issuance taxes with respect to the issuance of shares of Common Stock upon the exercise of an option granted under the Plan, as well as all fees and expenses incurred by the Company in connection with such issuance. 17. USE OF PROCEEDS. The cash proceeds received upon the exercise of an option under the Plan shall be added to the general funds of the Company and used for such corporate purposes as the Board of Directors may determine. 18. SUBSTITUTIONS AND ASSUMPTIONS OF OPTIONS OF CERTAIN CONSTITUENT CORPORATIONS. Anything in this Plan to the contrary notwithstanding, the Board of Directors may, without further approval by the stockholders, substitute new options for prior options of a Constituent Corporation (as defined in Paragraph 19) or assume the prior options of such Constituent Corporation. 19. DEFINITIONS. For purposes of the Plan, the following terms shall be defined as set forth below: (a) "Cause" shall mean (i) in the case of an employee or consultant, if there is a written employment or consulting agreement between the optionee and the Company, any of its Subsidiaries or a Parent which defines termination of such relationship for cause, cause as defined in such agreement, and (ii) in all other cases, cause as defined by applicable state law. (b) "Constituent Corporation" shall mean any corporation which engages with the Company, any of its Subsidiaries or a Parent in a transaction to which Section 424(a) of the Code applies (or would apply if the option assumed or substituted were an ISO), or any Parent or any Subsidiary of such corporation. (c) "Disability" shall mean a permanent and total disability within the meaning of Section 22(e)(3) of the Code. 9 (d) "Legal Representative" shall mean the executor, administrator or other person who at the time is entitled by law to exercise the rights of a deceased or incapacitated optionee with respect to an option granted under the Plan. (e) "Non-Employee Director" shall mean a person who is a director of the Company, but is not an employee of the Company, any of its Subsidiaries or a Parent. (f) "Parent" shall have the same definition as "parent corporation" in Section 424(e) of the Code. (g) "Subsidiary" shall have the same definition as "subsidiary corporation" in Section 424(f) of the Code. 20. GOVERNING LAW; CONSTRUCTION. The Plan, the options and Contracts hereunder and all related matters shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of law provisions that would defer to the substantive laws of another jurisdiction. Neither the Plan nor any Contract shall be construed or interpreted with any presumption against the Company by reason of the Company causing the Plan or Contract to be drafted. Whenever from the context it appears appropriate, any term stated in either the singular or plural shall include the singular and plural, and any term stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter. 21. PARTIAL INVALIDITY. The invalidity, illegality or unenforceability of any provision in the Plan, any option or Contract shall not affect the validity, legality or enforceability of any other provision, all of which shall be valid, legal and enforceable to the fullest extent permitted by applicable law. 22. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by a majority of the votes present in person or by proxy and entitled to vote hereon at the next duly held meeting of the Company's stockholders at which a quorum is present. No options granted hereunder may be exercised prior to such approval; provided, however, that the date of grant of any option shall be determined as if the Plan had not been subject to such approval. Notwithstanding the foregoing, if the Plan is not approved by a vote of the stockholders of the Company on or before August 17, 1998, then the Plan and any options granted hereunder shall terminate. 10 FORM 1997 STOCK OPTION PLAN NON-QUALIFIED STOCK OPTION CONTRACT (TIME & PERFORMANCE VESTING OPTION) NON-QUALIFIED STOCK OPTION CONTRACT entered into as of _________________ between CHATHAM TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and ____________________ (the "Optionee"). WITNESSETH: 1. In consideration of the sum of $1 paid by the option holder to the Company (the receipt, adequacy and sufficiency of which the Company hereby acknowledges), the Company, in accordance with the allocation made by the Committee and subject to the terms and conditions of the 1997 Stock Option Plan of the Company (the "Plan"), grants to the Optionee an option to purchase an aggregate of _________ shares of the Common Stock, $.01 par value per share, of the Company ("Common Stock") at an exercise price of $1.00 per share, being at least equal to the fair market value of such shares of Common Stock on the date hereof. This option is not intended to constitute an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. The term of this option shall be 10 years from the date hereof, subject to earlier termination as provided in the Plan. This option shall become exercisable (a) as to 121/2% of the total number of shares of Common Stock subject hereto on the first anniversary of the date of grant and as to an additional 121/2% of such total number of shares on each of the next three anniversaries of the date thereof (such portion of this option being referred to herein as the "Time Vesting Portion"), and (b) as to the remaining 50% of such total number of shares on the seventh anniversary of the date of grant or on such earlier dates, in such amounts and subject to the Company's achievement of such performance criteria as shall be determined by the Company's Board of Directors on or before December 31, 1997 and annexed to this Contract as Exhibit A at that time; provided, however, that, anything to the contrary contained herein notwithstanding, (a) in no event may this option be exercised unless at the time of exercise the Optionee is employed by the Company (except in the event of death or disability in which event the option shall be exercised in accordance with the Plan), (b) immediately prior to consummation of a Sale Transaction (as defined below), any Time Vesting Portion of this option that has then not yet become exercisable shall then become immediately exercisable, (c) this option shall not be exercisable, and shall be void and of no further force and effect, following a Sale Transaction and (d) in no event may this option be exercised in respect of a fraction of a share. In the event of a Sale Transaction (as defined below), (i) the Company shall provide the Optionee with notice of such Sale Transaction a reasonable period in advance of the consummation thereof, but in any event not less than 15 days in advance of the consummation thereof, and (ii) the Optionee shall have the right, immediately prior to consummation of such Sale Transaction, to exercise this option, to the extent that this option will become exercisable under this section 2 upon the consummation of such Sale Transaction, and (iii) upon exercise of this option by the Optionee in accordance with this provision, the Optionee shall be entitled to receive, for the exercise price paid upon exercise of this option as set forth above, the cash and/or other consideration he would 11 have received in the Sale Transaction if he had owned the full number of shares of Common Stock with respect to which this option will become exercisable under this section 2 upon the consummation of such Sale Transaction. As used herein, a "Sale Transaction" shall mean any transaction or series of related transactions pursuant to which all of the outstanding shares of capital stock of the Company are being sold, transferred, assigned or otherwise disposed of to an unaffiliated third party, whether directly or by merger, consolidation, recapitalization or reorganization of the Company or otherwise. 3. This option shall be exercised by giving written notice to the Company at its then principal office, presently c/o Kidd & Company, LLC, Three Pickwick Plaza, Greenwich, Connecticut 06830, stating that the Optionee is exercising the option hereunder, specifying the number of shares being purchased and accompanied by payment in full of the aggregate purchase price therefor in cash or by certified check or a combination of the foregoing. 4. The Company may withhold cash in the amount which the Company determines is necessary to satisfy its obligation to withhold taxes or other amounts incurred by reason of the grant, exercise or disposition of this option or the disposition of the underlying shares of Common Stock. Alternatively, the Company may require the Optionee to pay the Company such amount and the Optionee agrees to pay such amount to the Company in cash, promptly upon demand. 5. Notwithstanding the foregoing, this option shall not be exercisable by the Optionee unless (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of this option shall be effective and current at the time of exercise or (b) there is an exemption from registration under the Securities Act for the issuance of the shares of Common Stock upon such exercise. The Optionee hereby represents and warrants to the Company that, unless such a Registration Statement is effective and current at the time of exercise of this option, the shares of Common Stock to be issued upon the exercise of this option will be acquired by the Optionee for his own account, for investment only and not with a view to the resale or distribution thereof. In any event, the Optionee shall notify the Company of any proposed resale of the shares of Common Stock issued to him upon exercise of this option. Any subsequent resale or distribution of shares of Common Stock by the Optionee shall be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the sale of shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company (unless waived by the Company) with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representations and warranties shall also be deemed to be made by the Optionee upon each exercise of this option. Nothing herein shall be construed as requiring the Company to register the shares subject to this option under the Securities Act or to keep any Registration Statement effective or current. 6. Notwithstanding anything herein to the contrary, if at any time the Committee shall determine, in its discretion, that the listing or qualification of the shares of Common Stock subject to this option on any securities exchange or under any applicable law, or the consent or 12 approval of any governmental agency or regulatory body, is necessary or desirable as a condition to, or in connection with, the granting of an option or the issue of shares of Common Stock hereunder, this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. 7. The Company may affix appropriate legends upon the certificates for shares of Common Stock issued upon exercise of this option and may issue such "stop transfer" instructions to its transfer agent in respect of such shares as it determines, in its discretion, to be necessary or appropriate to (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or any applicable state securities law or (b) implement the provisions of the Plan or this Contract or any other agreement between the Company and the Optionee with respect to such shares of Common Stock. 8. Nothing in the Plan or herein shall confer upon the Optionee any right to continue in the employ of the Company, any Parent or any of its Subsidiaries, or interfere in any way with any right of the Company, any Parent or its Subsidiaries to terminate such employment at any time for any reason whatsoever without liability to the Company, any Parent or any of its Subsidiaries. 9. Simultaneously with the grant of this option, the Optionee has executed the Stockholders' Agreement in the form annexed hereto. 10. The Company and the Optionee agree that they will both be subject to and bound by all of the terms and conditions of the Plan, a copy of which is attached hereto and made a part hereof. Any capitalized term not defined herein shall have the meaning ascribed to it in the Plan. In the event of a conflict between the terms of this Contract and the terms of the Plan, the terms of the Plan shall govern. 11. The Optionee represents and agrees that he will comply with all applicable laws relating to the Plan and the grant and exercise of this option and the disposition of the shares of Common Stock acquired upon exercise of the option, including without limitation, federal and state securities and "blue sky" laws. 12. This option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee or the Optionee's legal representatives. 13. This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any heir, distributee, executor, administrator or legal representative entitled to the Optionee's rights hereunder. 14. This Contract shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of law rules thereof that would defer to the substantive laws of another jurisdiction. 15. The invalidity, illegality or unenforceability of any provision herein shall not affect the validity, legality or enforceability of any other provision. 13 16. The Optionee agrees that the Company may amend the Plan and the options granted to the Optionee under the Plan, subject to the limitations contained in the Plan. IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first above written. CHATHAM TECHNOLOGIES, INC. By: --------------------------------- ------------------------------------ EX-4.8 4 f65508ex4-8.txt EXHIBIT 4.8 1 Exhibit 4.8 IEC HOLDINGS LIMITED 1997 SHARE OPTION SCHEME 2 IEC HOLDINGS LIMITED SHARE OPTION SCHEME 1. DEFINITIONS In these rules the following words and expressions shall have the following meanings: (a) "Adoption Date", the date on which the Scheme is adopted by the Company in general meeting. (b) "Auditors", the auditors for the time being of the company (acting as experts and not as arbitrators). (c) "Board", the board of directors of the Company or, except in Rule 9, a duly constituted committee thereof, including that contemplated by Rule 3(c). (d) "Company", IEC Holdings Limited. (e) "Consumer Price Index", the Consumer Price Index published by the Central Statistics Office of Ireland (base 100 as at mid November 1968) or any replacement substitute index. (f) "Control", has the same meaning as in Section 158 of the Corporation Tax Act, 1976. (g) "Date of Grant", the date on which an Option is, was, or is to be granted under the Scheme. (h) "Eligible Employee", any employee of any Participating Company who is required to devote to his duties not less than 20 hours per week (excluding meal breaks) provided such employee is not, at the intended Date of Grant within three years of the expected date or retirement of such employee. (i) "Financial Year", has the meaning given to it by Section 2 of the Companies Act, 1963. (j) "Option", a right to subscribe for Shares granted (or to be granted) in accordance with the Rules of this Scheme. (k) "Participant", (i) any Eligible Employee; or (ii) any director of the Company who, at the adoption date does not hold any shares in the company. (l) "Participating Company", the Company and any other company of which the Company has Control and which is for the time being nominated by the Board to be a Participating Company. 3 (m) "Scheme", the Share Option Scheme constituted and governed by these Rules as from time to time amended. (o) "Share", an ordinary (Pound Sterling) 1.00 in the capital of the Company or any such denomination as may be ascribed to the ordinary shares in the capital of the Company for the duration of this Scheme. (p) "Subscription Price", has the meaning given to it in Rule 3(i). (q) "Subsidiary Undertaking", has the meaning given to it by the European Communities (Companies: Group Accounts) Regulations 1993. (r) "Subsisting Option", an Option which has neither lapsed nor been exercised. (s) "Year of Assessment", a year beginning on any 6 April and ending on the following 5 April. 2. CONSTRUCTION Where the context so admits, any reference in these rules to: (a) the singular shall be construed as if it referred also to the plural and vice versa; (b) the masculine gender shall be construed as though it referred also to the female gender; and (c) to a statute or statutory provision shall be construed as if it entered also to that provision as for the time amended or re-enacted. 3. GRANT OF OPTIONS (a) At any time not earlier than the Adoption Date nor later than the fifth anniversary thereof, the Board shall in its absolute discretion select any number of individuals who may at the intended Date of Grant be Participants and, subject to acceptance of the grant in the manner hereinafter specified, resolve to grant Options to acquire Shares in the Company. (b) Each such resolutions shall: (i) state the date (being not later than 21 days after the passing of the resolution) by which an acceptance of the grant of Option must be given accompanied by the consideration thereof, which shall IR (Pound Sterling) 1.00 for each option; (ii) state the Subscription Price at which Shares may be acquired on the exercise of any Option granted which shall be determined by the Board but shall not be less than the greater of: (1) the Market Value of the Share on the day the resolution to grant the Option is passed or if there is no such Market Value on that date, the last dealt price; 4 (2) the nominal value of the Share on that day; (iii) irrevocably authorise the Secretary of the Company or a Director of the Company to do all acts or things necessary or requisite to give effect to the grant of the Option. (c) As soon as possible after Options have been granted the Board shall issue an Option certificate in respect of each Option in such form, not inconsistent with these Rules, as the Board may determine. (d) No Option may be transferred, assigned or charged and any purported transfer, assignment or charge shall cause the Option to lapse forthwith. Each Option certificates shall carry a statement to this effect. (e) For the avoidance of doubt, this Scheme shall expire 5 years after the passing of the resolution by the members of the Company in general meeting adopting the Scheme. (f) No Participant shall be entitled as of right to participate in the Scheme and the decision as to who shall have the opportunity of participating and the time and extent of his participation will, subject to the Scheme, be made by the Board at its absolute discretion. 4. LIMITATION ON GRANTS No Option shall be granted pursuant to rule 3 above if such grant would result in the aggregate of: (i) the number of Shares over which Subsisting Options have been granted under this Scheme; and (ii) the number of Shares which have been issued on the exercise of Options granted under this Scheme exceeding 50,000 shares. 5. EXERCISING OF OPTIONS (a) Subject to Rule 8 below and save as provided by Rule 6, any Option which has not lapsed may be exercised in whole or in part at any time following the granting of the option. (b) An Option shall lapse on the earlier of the following events: (i) on the passing of the date specified in the resolution referred to in Rule 3(b) without the acceptance by the Participant having been received by the Company and the consideration for the Option not having been paid as specified; (ii) the fifth anniversary of the Date of Grant; (iii) in the event of the death of an Option holder; 5 (iv) in the event of the Option holder ceasing to be an employee or a director of any Participating Company by reason of injury, disability, redundancy or retirement, three months following the Option holder ceasing to be a director or employee of any Participating Company; (v) in the event of an Option holder ceasing to be an employee or a Director of any Participating Company other than by reason of death, injury, disability, redundancy or retirement, such date thereafter as the Board in its discretion may (but need not) specify, provided that: (1) it shall not be later than three months following the Option holder ceasing to be a director or employee as aforesaid; and (2) if the Board does not so specify, the Option shall lapse on the Option holder ceasing to be a director or employee as aforesaid; (vi) in the event of the Option holder ceasing to be an employee or a Director of any Participating Company, other than by reason of death, holdings Options which are not exercisable, on the Option holder ceasing to be a Director or employee as aforesaid. (vii) sixty days after the Option has become exercisable in accordance with Rule 6; (viii) the Option holder being adjudged bankrupt. (c) Upon a person ceasing to be an employee or Director of any Participating Company, such person shall have no entitlement to claim, and no Participating Company will have any liability in respect of, any loss, actual or alleged arising by reason of or on account of the lapse of the Options formerly held by such person. (d) For the avoidance of doubt, Options, once granted may not be cancelled by agreement between the company and the Options holder, nor may an Option holder surrender his Options to the Company. 6. TAKEOVERS AND LIQUIDATIONS (a) If under Section 201 of the Companies Act, 1963, the court sanctions a compromise of arrangement proposed for the purpose of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, any subsisting Option may be exercised within sixty days of the court sanctioning the compromise or arrangement. (b) If any person becomes bound or entitled to acquires Shares in the Company under Section 204 of the Companies Act, 1963 any subsisting Option may be exercised at any time within sixty days of that person becoming so bound or entitled. 6 (c) If the Company passes a resolution for voluntary winding up, any Subsisting Option maybe exercised within sixty days of the passing of the resolutions. (d) The exercise of an Option pursuant to the preceding provisions of this Rule 6 shall be subject to the provision of Rule 8 below. 7. VARIATION OF SHARE CAPITAL In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction of capital by the Company, the number of Shares subject to any Option and the Subscription Price for each of those Shares shall be adjusted in such manner as the Auditors confirm in writing to be in their option fair and reasonable provided that: (a) the aggregate amount payable on the exercise of an Option is full is not increased. (b) the Subscription Price for a Share is not reduced below its nominal value. 8. MANNER OF EXERCISE OF OPTIONS (a) An Option shall be exercised by the Option Holder giving notice to the Company in writing of the number of Shares in respect of which he wishes to exercise the Option accompanied by the appropriate payment and the relevant Option certificate and shall be effective on the date of its receipt by the Company. (b) Shares shall be allotted and issued pursuant to a notice of exercise within 30 days of the date of exercise. Save for any rights determined by reference to a date preceding in the date of allotment, such share shall rank pari passu with the other shares of the same class in issue at the date of allotment. (c) When an Option is exercised in part, the balance shall remain exercisable on the same terms as originally applied to the whole option and a new option certificate shall be issued accordingly by the Company as soon as possible after the partial exercise. 9. ADMINISTRATION AND AMENDMENT. (a) The Scheme shall be administered by the Board whose decision on all disputes shall be final. (b) The Board may from time to time resolve to amend these Rules provided that: (i) no amendment may detrimentally affect an Option holder as regards as option granted prior to the amendment being made. (ii) subject to Rule 9(c), no amendment, which is to the advantage of any participant or holder of an option, shall be made to the definitions of "Participant" and "Subscription Price" or to Rules 3, 4, 5, 6, 7, 8, and this Rule 9(b) without the prior approval of the Company in general meeting. 7 (c) The Board may amend the Scheme: (i) To enable the Scheme to obtain or maintain any approval of the Revenue Commissioners; (ii) to enable the Scheme to be consistent with guidelines for the time being of such bodies as the Board may decide represent the interest of Shareholders. (d) The cost of establishing and operating the Scheme shall be borne by the Participating companies in such proportions as the Board shall determine. (e) The Board may establish a committee of Directors of the board consisting of not less than three members to whom any or all of its powers in relation to the Scheme may be delegated PROVIDED HOWEVER that no member of such committee shall be a grantee or intended grantee of the particular Options granted or to be granted. The Board may at any time dissolve the committee, alter its constitution or direct the manner in which it shall act. (f) Any notice or other communication under or in connection with the scheme may be given by the Company either personally or by post and to the Company either personally or by post to the secretary. Items sent by post shall be pre-paid and shall be deemed to have been received 72 hours after posting provided that the notices of acceptance of Option and notices of exercise of Option shall be deemed not to be received until actually received by the Company at its registered office. (g) The Company shall at all times keep available sufficient authorised and unissued shares to satisfy the exercise to the full extent still possible of all Options which have neither lapsed nor been fully exercised, taking account of any other obligations of the company to issue unissued shares. (h) Where an employee ceases to be an employee of the company, such cessation shall serve as a transfer notice in respect of the shares allotted under this Scheme and each employee shall undertake upon the grant of the options contained in this Scheme to provide the company with their written undertaking (in the form attached in Appendix I), to transfer their shares to the company and, that upon such cessation a share transfer form shall be completed by the employee in respect of shares obtained through the Scheme. (i) (1) In accordance with the Articles of Association of the Company in existence at the date of adoption of this Scheme and rule 9(h) above, the company shall have the power to buy back its shares from any employees who have ceased to be employed by the company and who obtained shares through this Scheme. (2) In the event of the company failing to buy back the shares referred to in 9(h) and 9(i)(1) above, the shares shall be offered to the remaining shareholders of the company on a pro-rated basis according to their holdings at the time of the offer. 8 (3) In the event of the shareholders failing to buy the shares on a pro-rated basis as referred to in 9(i)(2) above, the shareholders may continue to hold the shares obtained through this scheme. 9 APPENDIX I IEC HOLDINGS LIMITED 1997 SHARE OPTION SCHEME This Agreement is made the day of between (the "Vendor" which expression shall include his executors and administrators) of the one part and IEC HOLDINGS LIMITED having its registered office at Airport Industrial Estate, Santry, Dublin 9 (the "Company" which expression shall include its successor) of the other part. WHEREAS: A. The Company is a private limited company incorporated in the Republic of Ireland on the 24 day of August 1992 and it now has an authorised share capital of 1,000,000 shares of (Pound Sterling)1 of which 250,002 are issued and fully paid up in cash. B. The Vendor holds an option to subscribe for shares in the Company: NOW IT IS HEREBY AGREED by and between the parties hereto as follows: SECTION ONE - DEFINITIONS 1.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the meanings appearing opposite. "the Call Option" the Option granted to the Company pursuant to Clause 4.1.1. "other shareholders" Shareholders of the Company other than the Vendor. "Part XI" Part XI of the Companies Act, 1990. "Profits Available For Distribution" as defined by Section 45(2) of the Companies (Amendment) Act, 1983. 10 "The Purchase Price" the price of the share calculated in accordance with Section 6 hereof. "the Put Option" the Option granted to the Vendor pursuant to Clause 4.1.2. "the Shares" any or all of the Shares held by the Vendor in the capital of the Company at the date of the occurrence of the Specified Event. "the Specified Event" The vendor ceasing to be an employee of the company. SECTION 2 - CONDITIONS 2. This Agreement shall be conditional upon the vendor exercising his option to subscribe for shares in the company. SECTION 3 - PART XI 3. It shall be a fundamental term of this Agreement that any obligations assumed by the Company under this Agreement shall at all times by subject to the provisions of Part XI and shall not be construed to require the Company to anything in breach of any of the provisions of Part XI. SECTION 4 - PUT AND CALL OPTION 4.1 Subject to the provisions of Part XI and Section 5, on the occurrence of the Specified Event; 4.1.1 The Company shall be entitled to purchase the Shares from the Vendor at the Purchase Price; and 4.1.2 The Vendor shall be entitled to require the Company to purchase the Shares from the Vendor at the Purchase Price. 4.1.3 The Company may purchase the Shares only to the extent to which it can purchase the shares out of Profits Available for Distribution or to the extent to which it can otherwise purchase the Shares in accordance with the provisions of Part XI. SECTION 5 - EXERCISE OF THE OPTION 5.1 The Call Option shall be deemed to be exercised forthwith upon the giving of notice in writing by the Company to the Vendor within six months from the occurrence of the Specified Event. The Put Option shall be deemed to 11 have exercise forthwith upon the giving of notice in writing by the Vendor to the Company within six months of the occurrence of the Specified Event. 5.2 A notice in writing in accordance with the provisions of Clause 5.1 having been given by the Company or (as the case may be) by the Vendor, the Company pay to the Vendor by way of bankers draft the Purchase Price and in return for the payment therefore the Vendor shall furnish to the Company the share certificates in respect of the Shares and to all other acts necessary in order to pass title in the Shares, free from all liens, charges and encumbrances to the Company. SECTION 6 - CALCULATION OF PURCHASE PRICE Upon exercise of the Put Option or the Call Option the Purchase Price shall be determined by the auditors of the Company based on the market value of the shares on the day immediately preceding the occurrence of the Specified Event having reference to the most annual report and audited financial statements issued by the company. The determination by the auditors of the Purchase Price shall be final and binding. The auditors will act in this regard as experts and not as arbitrators and the provisions of the Arbitration Acts will not apply. SECTION 7 - GENERAL 7.1 Any notice required to be given hereunder shall be in writing and shall be delivered by hand or sent by prepaid post to the party to whom such notice is to be given at its address a set out herein or such other address as such party may have notified in writing from time to time as its address for the purposes of notices hereunder) and if delivered by hand shall be deemed to have been received upon delivery, and if sent by post, shall be deemed to have been received forty eight hours after posting. 7.2 The captions in this Agreement are for convenience or reference only and shall not affect the construction or interpretation of this Agreement. 7.3 This Agreement is personal to the Company and the Vendor and shall not be assigned by either of them. 7.4 This Agreement may be rescinded by the passing of a Special Resolution by the Company in accordance with Section 217 of the Companies Act 1990. 7.5 This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of Ireland. 12 7.6 If any term or provision of this Agreement shall be held to be illegal or unenforceable in whole or in part under any enactment or rule of law such term or provision shall to that extent be deemed not to form a part of this Agreement and the enforceability of the remainder hereof shall not be affected. In witness whereof this Deed has been executed on the day of . SIGNED SEALED AND DELIVERED BY THE VENDOR IN THE PRESENCE OF: PRESENT WHEN THE COMMON SEAL OF IEC HOLDINGS LIMITED WAS AFFIXED HERETO: ------------------------------------- 13 APPENDIX II Certificate No. ___________________ OPTION CERTIFICATE IEC HOLDINGS LIMITED This is to Certify that of ________ has been granted ________ under the company's 1997 Share Option Scheme, an option to subscribe for ________ fully paid Ordinary Shares of (Pound Sterling) 1 each at a Subscription price of (Pound Sterling) ________ per share in the above named company subject to the Memorandum and Articles of association of the said Company. Given under the Common Seal of the Company This day of 19 Director Secretary/Director EX-5.1 5 f65508ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 [LETTERHEAD] Flextronics International Ltd. 11 Ubi Road 1, #07-01/02, Meiban Industrial Building, Singapore 408723. 19th September, 2000 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 19th September, 2000 in connection with the registration under the Securities Act of 1933, as amended, of:- (a) an aggregate of 225,291 ordinary shares of S$0.01 each in the capital of the Company ("Ordinary Shares") (the "Chatham Option Shares") subject to issuance by the Company upon the valid exercise of subscription rights represented by outstanding share options deemed to have been granted under the Chatham Technologies, Inc. Stock Option Plan adopted by the Company (the "Chatham Plan"); and (b) an aggregate of 489,396 Ordinary Shares (the "1997 Chatham Option Shares") subject to issuance by the Company upon the valid exercise of subscription rights represented by outstanding share options deemed to have been granted under the 1997 Stock Option Plan of Chatham Technologies, Inc. adopted by the Company (the "1997 Chatham Plan"), 2 (the Chatham Option Shares and the 1997 Chatham Option Shares are hereinafter collectively referred to as the "Option Shares"). 2. As your Singapore counsel, we have examined the proceedings taken by the Company in connection with:- (a) the adoption of each of the Chatham Plan and the 1997 Chatham Plan; and (b) the allotment and issuance of new Ordinary Shares arising from the exercise of the subscription rights represented by outstanding share options deemed to have been granted under each of the Chatham Plan and the 1997 Chatham Plan respectively (the "Company's Allotment Procedures"). 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 hereafter expressed. 4. Based on the foregoing and assuming that:- (a) 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; and (b) 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, 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 Chatham Plan and the 1997 Chatham Plan in accordance with their respective terms against full payment of the applicable exercise price, (ii) pursuant to the Company's Allotment Procedures, and (iii) represented by share certificates issued by the Company in respect of such Option Shares, will be legally issued and fully-paid. 5. 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-5.2 6 f65508ex5-2.txt EXHIBIT 5.2 1 EXHIBIT 5.2 [LETTERHEAD] 19 September 2000 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 19 September 2000 in connection with the registration under the Securities Act of 1933, as amended, an aggregate of 53,976 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 IEC Holdings Limited 1997 Share Option Scheme (the "IEC Share Option Plan") assumed by the company pursuant to the terms of the Exchange Agreement entered into as of 31 August 2000 by and among the Company, IEC Holdings Limited, a company organized under the laws of Ireland ("IEC"), Finn O'Sullivan as an individual shareholder of the Company, Gerard Tyrrell as an individual shareholder of the Company, Michael Whelton as an individual shareholder of the Company, Stanley Jackson as an individual shareholder of the Company, Anne O'Sullivan as an individual shareholder of the Company, Emmet Brady 2 as an individual shareholder of the Company, Margaret Metcalfe as an individual shareholder of the Company and Cairn Holdings (B.V.I.) Limited as a corporate shareholder of the Company (the "Exchange 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 27 August 1999 (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 23 August 2000 (the "Company's Board Resolutions") relating to the acquisition of all of the outstanding shares of IEC in exchange for the Company's ordinary shares of S$0.01 par value per share (the "Ordinary Shares") and or cash payments by the Company as provided in the Exchange Agreement, and the assumption by the Company of all outstanding share options deemed to have been granted under the IEC Share Option Plan. 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 Ireland to adhere to the provisions of Section 2.8 of the Exchange Agreement and to issue the Option Shares in accordance with the terms and conditions of the IEC Share Option Plan subject to the provisions of Section 2.8 of the Exchange Agreement; (iv) the continued applicability and enforceability of all the terms and conditions of the IEC Share Option Plan under the laws of Ireland to 3 the Company except to the extent set forth in Section 2.8 of the Exchange Agreement; (v) that, to the extent that any terms and conditions of the IEC Share Option Plan infringe the laws of Singapore, by virtue of the provisions of Section 2.8 of the Exchange Agreement such terms and conditions, if any, will not apply; (vi) 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 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 (vii) 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 IEC Share Option Plan and the Exchange Agreement, we have assumed due compliance with all matters concerning the laws of Ireland 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 granted or, as the case may be, deemed to have been granted, under the IEC Share Option Plan in accordance with its terms against full payment of the applicable exercise price, (ii) pursuant to the Company's procedure for the allotment and issue of new Ordinary Shares, 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 7 f65508ex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated April 18, 2000 included in Flextronics International Ltd's Form 8-K filed on September 20, 2000 and our report dated September 15, 2000 included in Flextronics International Ltd's Form 8-K filed on September 20, 2000 and to all references to our Firm included in this registration statement. Our reports dated April 18, 2000 included in Flextronics International Ltd's Form 10-K and Form 8-K filed on June 13, 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 September 19, 2000 EX-23.2 8 f65508ex23-2.txt EXHIBIT 23.2 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Flextronics International, Ltd. of our report dated June 11, 1999 relating to the financial statements of Palo Alto Products International Pte. Ltd. and its subsidiaries (not presented separately herein), which appears in the Current report on Form 8-K of Flextronics International Ltd. dated September 15, 2000. PricewaterhouseCoopers LLP San Jose, California September 19, 2000 EX-23.3 9 f65508ex23-3.txt EXHIBIT 23.3 1 EXHIBIT 23.3 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 reports 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, and September 20, 2000. DELOITTE & TOUCHE LLP Denver, Colorado September 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----