Exhibit 4.16
DATED THE 30TH DAY OF JUNE, 1999
ASM PACIFIC TECHNOLOGY LIMITED
THE COMPANIES WHOSE NAMES ARE SET OUT IN THE SCHEDULE
and
A.H. DEL PRADO and LAM SEE PONG, PATRICK
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SUPPLEMENTAL DEED
RELATING TO
THE EMPLOYEE SHARE INCENTIVE SCHEME
OF
ASM PACIFIC TECHNOLOGY LIMITED
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JENNIFER CHEUNG & CO.
Solicitors
Hong Kong
(JC/0020/99)
THIS SUPPLEMENTAL DEED is made the 30th day of June, 1999
BETWEEN :
(1) ASM PACIFIC TECHNOLOGY LIMITED whose registered office is at Caledonian
House, Grand Cayman, Cayman Islands, British West Indies (the
"Company");
(2) THE COMPANIES whose names are set out in the Schedule; and
(3) A.H. DEL PRADO of Jan Steenlan 9,3723 BS Bilthoven, the Netherlands and
Lam See Pong, Patrick of Princess Terrace, 11th Floor, Block A, 21 Man
Fuk Road, Kowloon, Hong Kong (the "First Trustees").
WHEREAS:
(A) The Company, ASM Asia Limited, ASM Assembly Automation Limited,
Advanced Semiconductor Materials (Overseas) Limited (which was
dissolved on 21st December, 1993), ASM Assembly Materials Limited and
the First Trustees executed a deed dated 23rd March, 1990 relating to
the establishment of a share incentive scheme for the provision by the
Company and other Participating Companies of funds for the subscription
or purchase by the Trustees of Shares (the "Deed"). The other companies
named in the Schedule hereto are Participating Companies joining the
Scheme subsequent to the date of the Deed.
(B) By a resolution of the shareholders of the Company passed on 25th June,
1999, amendments to the Rules were approved.
NOW THIS SUPPLEMENTAL DEED WITNESSETH as follows:
1. Definitions
Words and expressions defined in the Deed and the rules set out in
Schedule 1 to the Deed shall, unless the context otherwise requires,
have the same meanings in this Supplemental Deed, including the
recitals hereto.
2. Alterations to the Scheme
2.1 The parties hereto agree that the Rules shall be amended as follows:
(a) The existing provisions of Rule 2.1.1 be deleted and be
replaced by the following:
"2.1.1. what percentage of the consolidated profits (before
tax and extraordinary items) of the Group in respect
of the said previous year shall be paid to the
trustees to be held by them upon the terms of the
Scheme, provided that such shall not exceed 2
percent."
(b) The existing provisions of Rule 4.1 be deleted and be replaced
by the following with effect from 23rd March, 2000:
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"4.1 The maximum aggregate number of Shares which may be
subscribed for or purchased by the Trustees pursuant
to the Scheme after 23rd March, 2000 shall not exceed
5 percent, of the issued share capital of the Company
from time to time, excluding any Shares acquired
pursuant to the Scheme since 23rd March, 1990,
provided that not more than 2 percentage, of the
number of Shares in issue at the commencement of any
year (excluding any Shares subscribed for or
purchased then under the Scheme since 23rd March,
1990) may be subscribed for or purchased pursuant to
the Scheme in that year."
(c) Rule 8.2 of the Scheme be amended to the effect that the
Scheme shall only terminate on 23rd March, 2010 and that the
figure "10th" appearing in such Rule be deleted and be
replaced by the figure "20th".
2.2 Save as amended aforementioned, all the terms and conditions contained
in the Scheme and the Deed shall remain in full force and effect.
3. Governing Law
This Supplemental Deed shall be governed by and construed in accordance
with the laws of Hong Kong.
IN WITNESS whereof these presents have been entered into the day and year first
above written.
THE COMMON SEAL of ASM PACIFIC )
TECHNOLOGY LIMITED was )
hereunto affixed in the )
presence of: )
/s/ Arthur H. del Prado /s/ Patrick Lam See Pong
- ------------------------------------ ------------------------------------
A.H. Del Prado Lam See Pong, Patrick
Director Director
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THE COMMON SEAL of ASM ASIA )
LIMITED was hereunto affixed )
in the presence of: )
/s/ Arthur H. del Prado /s/ Patrick Lam See Pong
- ------------------------------------ ------------------------------------
A.H. Del Prado Lam See Pong, Patrick
Director Director
THE COMMON SEAL of ASM )
ASSEMBLY AUTOMATION LIMITED )
was hereunto affixed in the )
presence of: )
/s/ Arthur H. del Prado /s/ Patrick Lam See Pong
- ------------------------------------ ------------------------------------
A.H. Del Prado Lam See Pong, Patrick
Director Director
THE COMMON SEAL of ASM )
ASSEMBLY MATERIALS LIMITED )
was hereunto affixed in the )
presence of: )
/s/ Arthur H. del Prado /s/ Patrick Lam See Pong
- ------------------------------------ ------------------------------------
A.H. Del Prado Lam See Pong, Patrick
Director Director
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THE COMMON SEAL of ASM )
TECHNOLOGY SINGAPORE PTE )
LIMITED was hereunto affixed )
in the presence of: )
/s/ Arthur H. del Prado /s/ Patrick Lam See Pong
- ------------------------------------ ------------------------------------
A.H. Del Prado Lam See Pong, Patrick
Director Director
THE COMMON SEAL of CAPITAL )
EQUIPMENT DISTRIBUTION LIMITED )
was hereunto affixed in the )
presence of: )
/s/ Patrick Lam See Pong /s/ Alan Fung Shu Kan
- ------------------------------------ ------------------------------------
Lam See Pong, Patrick Fung Shu Kan, Alan
Director Director
SIGNED SEALED AND DELIVERED by )
A.H. DEL PRADO in the presence )
of: )
/s/ Trudy Veldhuisen /s/ Arthur H. del Prado
- ------------------------------------
Trudy Veldhuisen
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SIGNED SEALED AND DELIVERED by )
LAM SEE PONG, PATRICK in the )
presence of: )
/s/ Amy Wong Yee Man /s/ Patrick Lam See Pong
- ------------------------------------
Wong Yee Man, Amy
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SCHEDULE
PARTICIPATING NEW SUBSIDIARIES
ASM ASIA LIMITED
ASM ASSEMBLY AUTOMATION LIMITED
ASM ASSEMBLY MATERIALS LIMITED
ASM TECHNOLOGY SINGAPORE PTE LIMITED
CAPITAL EQUIPMENT DISTRIBUTION LIMITED
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