EXHIBIT 4.15
PRIVATE & CONFIDENTIAL
30 November 2001
Mr Harry H. Davoody
4401 Freemont Lane
Plano, TX75093
Dear Harry,
LETTER OF APPOINTMENT
1. We are pleased to appoint you as the PRESIDENT & CHIEF EXECUTIVE OFFICER OF
ST ASSEMBLY TEST SERVICES LTD (THE 'COMPANY'). You will be responsible to
the Board of Directors for the overall profitability and growth of the
company.
2. REMUNERATION
a. Your will receive an annual base salary of US$300,000. Your service
grade is G3.
b. Performance and salary review will be conducted annually on or about 1
July each year. Annual salary increments are based on individual and
company performances, in accordance with the policies approved by the
Company's Executive Resource and Compensation Committee (ERCC) form
time to time.
c. Please note that salary and bonus payments are made based on
individual merits and should therefore be kept strictly confidential.
d. As G3 staff, your salary and other special terms will be administered
personally by Cheo Hock Kuan (Ms), Secretary ERCC.
3. OTHER GENERAL TERMS AND CONDITIONS
Other general terms and conditions of your service are as described in
ANNEX 1 attached.
4. SPECIAL TERMS AND CONDITIONS
Specific terms and conditions for your employment on a personal-to-holder
basis are as described in ANNEX 2 attached.
5. ACCEPTANCE OF OFFER
If you accept this offer of appointment, please sign and return the
following to me:
a. Duplicate copy of this letter;
b. 1 copy of Personal Particulars Form (include 2 passport photographs);
c. 1 copy of Employees' Declaration and Undertaking;
d. 1 copy of Bank Authorisation Form;
e. 1 copy of Insurance Nominee Form.
6. I look forward to welcoming you to STATS.
Yours sincerely,
/s/ Ho Ching
HO CHING
CHAIRMAN ERCC
cc
Cheo Hock Kuan (Ms)
Secretary ERCC
- --------------------------------------------------------------------------------
I, Harry H. Davoody , NRIC /Passport No. US Passport # 131946624, having read
and understood the terms and conditions in the Letter of Appointment, hereby
accept the appointment on these terms and conditions, and confirm that I shall
commence work on early January 2002.
/s/ Harry H. Davoody December 4th, 2001
- ------------------------- -----------------------
Signature Date
- --------------------------------------------------------------------------------
If you decline this offer, please return to us this letter and all enclosures.
If we do not hear from you within 2 weeks, this offer will lapse.
PRIVATE & CONFIDENTIAL
ANNEX 1 - GENERAL TERMS AND CONDITIONS OF SERVICE FOR G1 STAFF & ABOVE
1. GENERAL TERMS & CONDITIONS OF SERVICE
1.1. You shall not at any time during your service with the Company either
directly or indirectly (without prior written consent from the
Company) engage or interest yourself, whether for reward or
gratuitously, in any work or business other than related to your
duties in the Company.
1.2. You shall devote with the whole of your time, knowledge, skill and
attention in the performance of your duties in the Company, and attend
at the premises where you shall from time to time be posted by the
Company on such days including, if the exigencies of the work so
require, on Sunday and public holidays and at such hours as may be
required.
1.3. You shall enjoy all other standard benefits and be subject to all
conditions applicable to executives under your job grade.
1.4. The Company reserves the right to vary the terms and conditions of
service based on business needs from time to time.
1.5. You will abide by the terms and conditions of service, the rates,
regulations and procedures as may be laid down by the Company from
time to time and the laws of the Republic of Singapore.
2. WORKING HOURS
2.1 Your working hours will be as per company policy.
2.2 As a senior executive staff, you are expected to work beyond normal
hours based on the exigencies of service without overtime claims.
3. LEAVE
3.1 You shall be eligible for 21 days of paid leave each year. Your leave
administration will be as per the company's policy.
4. EMPLOYEE BENEFITS PROGRAM
4.1 We have put in place a flexible benefits program for our senior
employees. This program allows for freedom and flexibility to put
together the benefit package which best suits your needs and that of
your immediate family at different stages of your career. The flexible
benefits brochure together with the enrolment instructions will be
forwarded to you upon your acceptance of the appointment.
5. CONFIDENTIALITY & SECRECY
5.1 During the continuance of your employment with the Company and at all
times after the termination of your employment from any cause
whatsoever, you shall not directly or indirectly disclose, divulge,
authorise or permit to be disclosed to anyone not properly entitled
thereto any trade secrets, know-how and any confidential information
relating to the business or financial conditions of the Company.
6. TERMINATION OF SERVICE
6.1 Termination can only be effected in writing by either party, without
giving any reasons, by giving 3 months notice or the payment of a sum
equivalent to 3 months' salary in lieu of notice.
6.2 All staff benefits shall cease after the last day of service. Any
money due and owing under any staff loan scheme, scholarships, bonds
or otherwise payable by you to the Company must be settled before the
last day of service. The Company reserves the right to offset any
outstanding sum from the balance of money payable by the company to
you.
6.3 Notwithstanding conditions above, the Company reserves the right at
all times to terminate your services forthwith if you should be guilty
of misdemeanor, misconduct, negligence or breach of any of the terms
of this offer or any other existing terms and conditions of service,
rule or regulation laid down by the Company from time to time for all
members of its staff.
PRIVATE & CONFIDENTIAL
ANNEX 2 - SPECIAL TERMS AND CONDITIONS
(HARRY H. DAVOODY)
1. SHARE OPTION
1.1 It will be recommended to the ERCC that you be granted an option to
purchase 4,000,000 Ordinary shares in the Employee Share Option Scheme
(ESOS). The options granted will be priced at the fair market price on
the day of your commencement with STATS. The fair market price
computation will be as specified in the ESOS.
1.2 The vesting period will be as follows:
(a) For the first 1,500,000 shares, the vesting period will be vested
over 5 years as per the ESOS policy.
(b) For the second 1,500,000 shares, you will be allowed to vest them
when the company's share price reaches S$3.60 for a continuous
period of 20 days.
(c) For the final 1,000,000 shares, you will be allowed to vest them
when the company's share prices reaches S$6.00 per share for a
continuous period of 20 days.
1.3 Additional grants are planned on annual basis, based upon individual
and company performance.
1.4 Other terms and conditions will be governed by the ESOS.
2. GUARANTEED BONUS
For the financial years ending December 2002 and 2003, you will receive a
guaranteed bonus of US$300,000 on a pro-rated basis to the length of service.
3. PERFORMANCE INCENTIVE
3.1 You will be eligible to participate in the EVA-Based Incentive Plan
from year 2002 onwards. For year 2002 and 2003, your EVA based
incentive will be the summation of X & Y as given below:
X (a % of EVA sharing) 0/59%
Y (a% of EVA improvement sharing ) 1.77%
3.2 The computation and the payout of the EVA incentives will be governed
by the EVA Based Incentive Policy as attached.
3.3 The above sharing plan will remain unchanged for 2002 and 2003 unless
ERCC decides otherwise. You will be informed of any change at the
start of each subsequent year.
3.4 In addition, you will also be eligible to participate in the
Performance Target Bonus which has a maximum of 2 1/2 months
equivalent of bonus for achieving pre-determined targets aiming at
organization and people development among other business targets for
the year.
4. CAR BENEFITS AND EXPENSES
4.1 The company will provide you with a grant of S$230,000 over six(6)
years for purchase of a car under the Hold-In-Trust Scheme that is
administered by Ms Cheo Hock Kuan, Secretary ERCC.
4.2 You will be given a fixed monthly car maintenance allowance of
S$2,000. This is to help defray the cost of general maintenance and
running expenses of your vehicle. It will cover transport expenses
incurred in the course of official business and you will not be
eligible to claim for any reimbursement of mileage.
4.3 You will also receive a fixed monthly driver allowance of S$2,400.
5. CLUB MEMBERSHIP
5.1 You will be provided with the American Club Membership.
5.2 The Company will also reimburse the monthly subscription of the club
membership.
6. HOUSE ALLOWANCE
6.1 You will be provided with a monthly housing allowance of S$15,000.
7. HOME LEAVE
7.1 Following every twelve months of service, you will be eligible for
travel expenses to and from your home country. The travel expenses
will include air travel fare for yourself and your family members at
business class round trip direct from Singapore to your home country.
8. RELOCATION AND SETTLING IN ALLOWANCES
8.1 The Company will reimburse you for your relocation expenses up to a
maximum of S$20,000.
8.2 You will also receive a settling in allowance of S$25,000.
9. TAX EQUALIZATION
9.1 You will pay no more and no less income tax than if you would have
paid had you remain in US. The Company will absorb any excess tax
burden arising including any further income tax on the account of tax
equalization.
10. DEPENDENTS' EDUCATION
10.1 The company will reimburse the school fees and transportation fees (up
to a maximum of 3 children) for executive's whose children attend
school (from kindergarten through high school).