EXHIBIT 10.1
YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
2006 STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to aid the Company and its Affiliates in
recruiting and retaining key employees, directors or consultants of outstanding
ability and to motivate such employees, directors or consultants to exert their
best efforts on behalf of the Company and its Affiliates by providing incentives
through the granting of Awards. The Company expects that it will benefit from
the added interest which such key employees, directors or consultants will have
in the welfare of the Company as a result of their proprietary interest in the
Company's success.
2. DEFINITIONS
The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
(a) APPLICABLE LAWS: All laws, statutes, regulations, ordinances, rules or
governmental requirements that are applicable to this Plan or any
Award granted pursuant to this Plan, including but not limited to
applicable laws of Singapore, the People's Republic of China, the
United States and the Cayman Islands, and the rules and requirements
of any applicable national securities exchange.
(b) ACT: The U.S. Securities Exchange Act of 1934, as amended, or any
successor thereto.
(c) AFFILIATE: With respect to the Company, any entity directly or
indirectly controlling, controlled by, or under common control with,
the Company or any other entity designated by the Board in which the
Company or an Affiliate has an interest.
(d) AWARD: An Option, Stock Appreciation Right or Other Stock-Based Award
granted pursuant to the Plan.
(e) BENEFICIAL OWNER: A "beneficial owner", as such term is defined in
Rule 13d-3 under the Act (or any successor rule thereto).
(f) BOARD: The Board of Directors of the Company.
(g) CHANGE IN CONTROL: The occurrence of any of the following events:
(i) the sale or disposition, in one or a series of related
transactions, of all or substantially all, of the assets of the
Company to any "person" or "group" (as such terms are defined in
Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted
Holders;
(ii) any person or group, other than the Permitted Holders, is or
becomes the Beneficial Owner (except that a person shall be deemed to
have "beneficial ownership" of all shares that any such person has the
right to acquire, whether such
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right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total voting power of
the voting stock of the Company (or any entity which controls the
Company), including by way of merger, consolidation, tender or
exchange offer or otherwise; or
(iii) during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board (together with any
new directors whose election by such Board or whose nomination for
election by the shareholders of the Company was approved by a vote of
a majority of the directors of the Company, then still in office, who
were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board, then in office.
(h) CODE: The U.S. Internal Revenue Code of 1986, as amended, or any
successor thereto.
(i) COMMITTEE: The Compensation Committee of the Board, or in the absence
of a Compensation Committee, the Board.
(j) COMPANY: The Yingli Green Energy Holding Company Limited, a company
incorporated under the laws of the Cayman Islands.
(k) DISABILITY: Inability of a Participant to perform in all material
respects his duties and responsibilities to the Company, or any
Subsidiary of the Company, by reason of a physical or mental
disability or infirmity which inability is reasonably expected to be
permanent and has continued (i) for a period of not less than 90
consecutive days or (ii) such shorter period as the Committee may
reasonably determine in good faith. The Disability determination shall
be in the sole discretion of the Committee and a Participant (or his
representative) shall furnish the Committee with medical evidence
documenting the Participant's disability or infirmity which is
satisfactory to the Committee.
(l) EFFECTIVE DATE: The date the Board approves the Plan, or such later
date as is designated by the Board.
(m) EMPLOYMENT: The term "Employment" as used herein shall be deemed to
refer to (i) a Participant's employment if the Participant is an
employee of the Company or any of its Affiliates, (ii) a Participant's
services as a consultant, if the Participant is consultant to the
Company or its Affiliates and (iii) a Participant's services as an
non-employee director, if the Participant is a non-employee member of
the Board.
(n) FAIR MARKET VALUE: On a given date, (i) if there should be a public
market for the Shares on such date, the arithmetic mean of the high
and low prices of the Shares as reported on such date on the Composite
Tape of the principal national securities exchange on which such
Shares are listed or admitted to trading, or if the Shares are not
listed or admitted on any national securities exchange, the arithmetic
mean of the per Share closing bid price and per Share closing asked
price on such date as quoted on the National Association of Securities
Dealers Automated Quotation System (or such market in which such
prices are regularly quoted)(the
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"NASDAQ"), or, if no sale of Shares shall have been reported on the
Composite Tape of any national securities exchange, including the
NASDAQ on such date, then the immediately preceding date on which
sales of the Shares have been so reported or quoted shall be used, or
(ii) if there should not be a public market for the Shares on such
date, the Fair Market Value shall be the value established by the
Committee in good faith.
(o) ISO: An Option that is also an incentive stock option granted pursuant
to Section 6(d) of the Plan.
(p) LSAR: A limited stock appreciation right granted pursuant to Section
7(d) of the Plan.
(q) OTHER STOCK-BASED AWARDS: Awards granted pursuant to Section 8 of the
Plan.
(r) OPTION: A stock option granted pursuant to Section 6 of the Plan.
(s) OPTION PRICE: The purchase price per Share of an Option, as determined
pursuant to Section 6(a) of the Plan.
(t) PARTICIPANT: An employee, director or consultant who is selected by
the Committee to participate and actually participates--whether
directly or through a trust, custodial or other similar arrangement
approved by the Committee--in the Plan.
(u) PERMITTED HOLDER: means, as of the date of determination, (i)
the Company or (ii) any employee benefit plan (or trust forming a part
thereof) maintained by (A) the Company or (B) any corporation or other
Person of which a majority of its voting power of its voting equity
securities or equity interest is owned, directly or indirectly, by the
Company,
(v) PERSON: A "person", as such term is used for purposes of Section 13(d)
or 14(d) of the Act (or any successor section thereto).
(w) PLAN: This Yingli Green Energy Holding Company Limited 2006 Stock
Incentive Plan.
(x) SHARES: Ordinary shares of US$0.01 each of the Company.
(y) STOCK APPRECIATION RIGHT: A stock appreciation right granted pursuant
to Section 7 of the Plan.
(Z) SUBSIDIARY: A corporation or other entity of which a majority
of the outstanding voting shares or voting power is beneficially owned
directly or indirectly by the Company.
3. SHARES SUBJECT TO THE PLAN
The total number of Shares which may be issued under the Plan is 3,394,054.
Among the total number of Shares which may be issued under the Plan, up to
2,715,243 Shares may be issued for the purpose of granting awards of restricted
Shares and up to 678,811 Shares
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may be issued for the purpose of granting Options. The Shares may consist, in
whole or in part, of authorized and unissued Shares, or Shares purchased on the
open market. The issuance of Shares or the payment of cash upon the exercise of
an Award or in consideration of the cancellation or termination of an Award
shall reduce the total number of Shares available under the Plan, as applicable.
Shares which are subject to Awards which terminate or lapse without the payment
of consideration may be granted again under the Plan.
4. ADMINISTRATION
The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are intended to qualify as "Non-Employee
Directors" within the meaning of Rule 16b-3 under the Act (or any successor rule
thereto) and an "independent director" as defined in Rule 4200 of the NASDAQ
Marketplace Rules (or any successor rule thereto). Notwithstanding the
foregoing, at any time prior to the date on which any equity interests of the
Company, including, without limitation, the Shares, have been registered under
the Act or any other securities laws, members of the current Board, as of the
date hereof, may approve and authorize the Company to make an Award to other
members of the Board (who shall not vote with respect to such Award) under the
Plan, and, prior to such registration, the current Board may approve and
authorize the Company to make Awards under the Plan to any other employees,
directors or consultants of the Company or any of its Affiliates. Awards may, in
the discretion of the Committee, be made under the Plan in assumption of, or in
substitution for, outstanding awards previously granted by the Company or its
affiliates or a company acquired by the Company or with which the Company
combines. The number of Shares underlying such substitute awards shall be
counted against the aggregate number of Shares available for Awards under the
Plan. The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). The Committee shall have the full power
and authority to establish the terms and conditions of any Award consistent with
the provisions of the Plan and to waive any such terms and conditions at any
time (including, without limitation, accelerating or waiving any vesting
conditions). The Committee shall require payment of any amount it may determine
to be necessary to withhold for any applicable taxes as a result of the
exercise, grant or vesting of an Award. Unless the Committee specifies
otherwise, the Participant may elect to pay a portion or all of such withholding
taxes by (a) delivery in Shares or (b) having Shares withheld by the Company
from any Shares that would have otherwise been received by the Participant.
5. LIMITATIONS
No Award may be granted under the Plan after the tenth anniversary of the
Effective Date, but Awards theretofore granted may extend beyond that date.
6. TERMS AND CONDITIONS OF OPTIONS
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Options granted under the Plan shall be, as determined by the Committee,
non-qualified or incentive stock options for U.S. federal income tax purposes,
as evidenced by the related Award agreements, and shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:
(a) Option Price. The Option Price per Share shall be determined by the
Committee, but shall not be less than 100% of the Fair Market Value of
the Shares on the date an Option is granted.
(b) Exercisability. Options granted under the Plan shall be exercisable at
such time and upon such terms and conditions as may be determined by
the Committee, but in no event shall an Option be exercisable more
than ten years after the date it is granted.
(c) Exercise of Options. Except as otherwise provided in the Plan or in an
Award agreement, an Option may be exercised for all, or from time to
time any part, of the Shares for which it is then exercisable. For
purposes of Section 6 of the Plan, the exercise date of an Option
shall be the later of the date a notice of exercise is received by the
Company and, if applicable, the date payment is received by the
Company pursuant to clauses (i), (ii), (iii) or (iv) in the following
sentence. The purchase price for the Shares as to which an Option is
exercised (which shall not be less than the par value of the Shares)
shall be paid to the Company in full at the time of exercise at the
election of the Participant (i) in cash or its equivalent (e.g., by
check), (ii) to the extent permitted by the Committee, in Shares
having a Fair Market Value equal to the aggregate Option Price for the
Shares being purchased and satisfying such other requirements as may
be imposed by the Committee; provided, that such Shares have been held
by the Participant for no less than six months (or such other period
as established from time to time by the Committee in order to avoid
adverse accounting treatment applying generally accepted accounting
principles), (iii) partly in cash and, to the extent permitted by the
Committee, partly in such Shares or (iv) if there is a public market
for the Shares at such time, through the delivery of irrevocable
instructions to a broker to sell Shares obtained upon the exercise of
the Option and to deliver promptly to the Company an amount out of the
proceeds of such Sale equal to the aggregate Option Price for the
Shares being purchased. No Participant shall have any rights to
dividends or other rights of a stockholder with respect to Shares
subject to an Option until the Participant has given written notice of
exercise of the Option, paid in full for such Shares and, if
applicable, has satisfied any other conditions imposed by the
Committee pursuant to the Plan.
(d) ISOs. The Committee may grant Options under the Plan that are intended
to be ISOs. Such ISOs shall comply with the requirements of Section
422 of the Code (or any successor section thereto). No ISO may be
granted to any Participant who at the time of such grant, owns more
than ten percent of the total combined voting power of all classes of
stock of the Company or of any Subsidiary, unless (i) the Option Price
for such ISO is at least 110% of the Fair Market Value of a Share on
the date the ISO is granted and (ii) the date on which such ISO
terminates is a date not later than the day preceding the fifth
anniversary of the date on which the ISO is granted. Any Participant
who disposes of Shares acquired upon the exercise of an
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ISO either (i) within two years after the date of grant of such ISO or
(ii) within one year after the transfer of such Shares to the
Participant, shall notify the Company of such disposition and of the
amount realized upon such disposition. All Options granted under the
Plan are intended to be nonqualified stock options, unless the
applicable Award agreement expressly states that the Option is
intended to be an ISO. If an Option is intended to be an ISO, and if
for any reason such Option (or portion thereof) shall not qualify as
an ISO, then, to the extent of such nonqualification, such Option (or
portion thereof) shall be regarded as a nonqualified stock option
granted under the Plan; provided that such Option (or portion thereof)
otherwise complies with the Plan's requirements relating to
nonqualified stock options. In no event shall any member of the
Committee, the Company or any of its Affiliates (or their respective
employees, officers or directors) have any liability to any
Participant (or any other Person) due to the failure of an Option to
qualify for any reason as an ISO.
(e) Attestation. Wherever in this Plan or any agreement evidencing an
Award a Participant is permitted to pay the exercise price of an
Option or taxes relating to the exercise of an Option by delivering
Shares, the Participant may, subject to procedures satisfactory to the
Committee, satisfy such delivery requirement by presenting proof of
beneficial ownership of such Shares, in which case the Company shall
treat the Option as exercised without further payment and shall
withhold such number of Shares from the Shares acquired by the
exercise of the Option.
7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
(a) Grants. The Committee also may grant (i) a Stock Appreciation Right
independent of an Option or (ii) a Stock Appreciation Right in
connection with an Option, or a portion thereof. A Stock Appreciation
Right granted pursuant to clause (ii) of the preceding sentence (A)
may be granted at the time the related Option is granted or at any
time prior to the exercise or cancellation of the related Option, (B)
shall cover the same number of Shares covered by an Option (or such
lesser number of Shares as the Committee may determine) and (C) shall
be subject to the same terms and conditions as such Option except for
such additional limitations as are contemplated by this Section 7 (or
such additional limitations as may be included in an Award agreement).
(b) Terms. The exercise price per Share of a Stock Appreciation Right
shall be an amount determined by the Committee but in no event shall
such amount be less than the greater of (i) the Fair Market Value of a
Share on the date the Stock Appreciation Right is granted or, in the
case of a Stock Appreciation Right granted in conjunction with an
Option, or a portion thereof, the Option Price of the related Option
and (ii) the minimum amount permitted by Applicable Laws. Each Stock
Appreciation Right granted independent of an Option shall entitle a
Participant upon exercise to an amount equal to (i) the excess of (A)
the Fair Market Value on the exercise date of one Share over (B) the
exercise price per Share, times (ii) the number of Shares covered by
the Stock Appreciation Right. Each Stock
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Appreciation Right granted in conjunction with an Option, or a portion
thereof, shall entitle a Participant to surrender to the Company the
unexercised Option, or any portion thereof, and to receive from the
Company in exchange therefore an amount equal to (i) the excess of (A)
the Fair Market Value on the exercise date of one Share over (B) the
Option Price per Share, times (ii) the number of Shares covered by the
Option, or portion thereof, which is surrendered. The date a notice of
exercise is received by the Company shall be the exercise date.
Payment shall be made in Shares or in cash, or partly in Shares and
partly in cash (any such Shares valued at such Fair Market Value), all
as shall be determined by the Committee. Stock Appreciation Rights may
be exercised from time to time upon actual receipt by the Company of
written notice of exercise stating the number of Shares with respect
to which the Stock Appreciation Right is being exercised. No
fractional Shares will be issued in payment for Stock Appreciation
Rights, but instead cash will be paid for a fraction or, if the
Committee should so determine, the number of Shares will be rounded
downward to the next whole Share.
(c) Limitations. The Committee may impose, in its discretion, such
conditions upon the exercisability or transferability of Stock
Appreciation Rights as it may deem fit.
(d) Limited Stock Appreciation Rights. The Committee may grant LSARs that
are exercisable upon the occurrence of specified contingent events.
Such LSARs may provide for a different method of determining
appreciation, may specify that payment will be made only in cash and
may provide that any related Awards are not exercisable while such
LSARs are exercisable. Unless the context otherwise requires, whenever
the term "Stock Appreciation Right" is used in the Plan, such term
shall include LSARs.
8. OTHER STOCK-BASED AWARDS
The Committee, in its sole discretion, may grant or sell Awards of Shares,
Awards of restricted Shares and Awards that are valued in whole or in part by
reference to, or are otherwise based on the Fair Market Value of, Shares ("Other
Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and
dependent on such conditions, as the Committee shall determine, including,
without limitation, the right to receive, or vest with respect to, one or more
Shares (or the equivalent cash value of such Shares) upon the completion of a
specified period of service, the occurrence of an event and/or the attainment of
performance objectives. Other Stock-Based Awards may be granted alone or in
addition to any other Awards granted under the Plan. Subject to the provisions
of the Plan, the Committee shall determine to whom and when Other Stock-Based
Awards will be made, the number of Shares to be awarded under (or otherwise
related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards
shall be settled in cash, Shares or a combination of cash and Shares; and all
other terms and conditions of such Awards (including, without limitation, the
vesting provisions thereof and provisions ensuring that all Shares so awarded
and issued shall be fully paid and non-assessable).
9. ADJUSTMENTS UPON CERTAIN EVENTS
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Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:
(a) Generally. In the event of any change in the outstanding Shares after
the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off,
combination, combination or transaction or exchange of Shares or other
corporate exchange, or any distribution to shareholders of Shares
other than regular cash dividends or any transaction similar to the
foregoing, the Committee in its sole discretion and without liability
to any person shall make such substitution or adjustment, if any, as
it deems to be equitable, as to (i) the number or kind of Shares or
other securities issued or reserved for issuance pursuant to the Plan
or pursuant to outstanding Awards, (ii) the maximum number of Shares
for which Options or Stock Appreciation Rights may be granted during a
calendar year to any Participant, (iii) the maximum number of Shares
for which Other Stock-Based Awards may be granted during a calendar
year to any Participant, (iv) the maximum amount of an Award that is
valued in whole or in part by reference to, or is otherwise based on
the Fair Market Value of, Shares that may be granted during a calendar
year to any Participant, (v) the Option Price or exercise price of any
stock appreciation right and/or (vi) any other affected terms of such
Awards.
(b) Change in Control. In the event of a Change of Control after the
Effective Date, (i) if determined by the Committee in the applicable
Award agreement or otherwise, any outstanding Awards then held by
Participants which are unexercisable or otherwise unvested or subject
to lapse restrictions shall automatically be deemed exercisable or
otherwise vested or no longer subject to lapse restrictions, as the
case may be, as of immediately prior to such Change of Control and
(ii) the Committee may, but shall not be obligated to, (A) cancel such
Awards for fair value (as determined in the sole discretion of the
Committee) which, in the case of Options and Stock Appreciation
Rights, may equal the excess, if any, of value of the consideration to
be paid in the Change of Control transaction to holders of the same
number of Shares subject to such Options or Stock Appreciation Rights
(or, if no consideration is paid in any such transaction, the Fair
Market Value of the Shares subject to such Options or Stock
Appreciation Rights) over the aggregate exercise price of such Options
or Stock Appreciation Rights or (B) provide for the issuance of
substitute Awards that will substantially preserve the otherwise
applicable terms of any affected Awards previously granted hereunder
as determined by the Committee in its sole discretion or (C) provide
that for a period of at least 15 days prior to the Change of Control,
such Options shall be exercisable as to all shares subject thereto and
that upon the occurrence of the Change of Control, such Options shall
terminate and be of no further force and effect.
10. NO RIGHT TO EMPLOYMENT OR AWARDS
The granting of an Award under the Plan shall impose no obligation on the
Company or any Subsidiary to continue the Employment of a Participant and shall
not lessen or
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affect the Company's or Subsidiary's right to terminate the Employment of such
Participant. No Participant or other Person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of
Participants, or holders or beneficiaries of Awards. The terms and conditions of
Awards and the Committee's determinations and interpretations with respect
thereto need not be the same with respect to each Participant (whether or not
such Participants are similarly situated).
11. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of the Company and
a Participant, including without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.
12. NONTRANSFERABILITY OF AWARDS
Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.
13. AMENDMENTS OR TERMINATION
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made, (a) without the approval of the
shareholders of the Company, if such action would (except as is provided in
Section 9 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan or change the maximum number of Shares for which Awards may
be granted to any Participant or (b) without the consent of a Participant, if
such action would diminish any of the rights of the Participant under any Award
theretofore granted to such Participant under the Plan; provided, however, that
the Committee may amend the Plan in such manner as it deems necessary to permit
the granting of Awards meeting the requirements of any Applicable Laws.
Without limiting the generality of the foregoing, to the extent applicable,
notwithstanding anything herein to the contrary, this Plan and Awards issued
hereunder shall be interpreted in accordance with Section 409A of the Code and
Department of Treasury regulations and other interpretative guidance issued
thereunder, including without limitation any such regulations or other guidance
that may be issued after the Effective Date. Notwithstanding any provision of
the Plan to the contrary, in the event that the Committee determines that any
amounts payable hereunder will be taxable to a Participant under Section 409A of
the Code and related Department of Treasury guidance prior to payment to such
Participant of such amount, the Company may (a) adopt such amendments to the
Plan and Awards and appropriate policies and procedures, including amendments
and policies with retroactive effect, that the Committee determines necessary or
appropriate to preserve the intended tax treatment of the benefits provided by
the Plan and Awards hereunder and/or (b) take such other actions as the
Committee determines necessary or appropriate to comply with the requirements of
Section 409A of the Code.
14. JURISDICTIONS
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In order to assure the viability of Awards granted to Participants employed
in various jurisdictions, the Committee may, in its sole discretion, may provide
for such special terms as it may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom applicable in the
jurisdiction in which the Participant resides or is employed. Moreover, the
Committee may approve such supplements to, amendments, restatements, or
alternative versions of the Plan as it may consider necessary or appropriate for
such purposes without thereby affecting the terms of the Plan as in effect for
any other purpose; provided, however, that no such supplements, restatements or
alternative versions shall increase the Share limitation contained in Section 3
hereof. Notwithstanding the foregoing, the Committee may not take any actions
hereunder, and no Awards shall be granted that would violate any Applicable
Laws.
15. DISTRIBUTION OF SHARES
The obligation of the Company to make payments in Shares pursuant to an
Award shall be subject to all Applicable Laws and to any such approvals by
government agencies as may be required. Without limiting the generality of the
foregoing, Shares distributed pursuant to an Award may consists, in whole or in
part, of authorized and unissued Shares, treasury Shares or Shares purchased on
the open market. Additionally, in the discretion of the Committee, American
Depository Shares may be distributed in lieu of Shares in settlement of any
Award, provided that the American Depository Shares shall be of equal value to
the Shares that would have otherwise been distributed. If the number of Shares
represented by an American Depository Share is other than on a one-to-one basis,
the limitations of Section 3 shall be adjusted to reflect the distribution of
American Depository Shares in lieu of Shares.
16. TAXES
No Shares shall be delivered under the Plan to any Participant until such
Participant has made arrangements acceptable to the Committee for the
satisfaction of any income and employment tax withholding obligations under any
Applicable Laws, in particular, the tax laws, rules, regulations and government
orders of Singapore, the People's Republic of China or the U.S. federal, state
or other local tax laws, as applicable. The Company and each of its Subsidiaries
shall have the authority and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal,
state, local and foreign taxes (including the Participant's payroll tax
obligations, if any) required to be withheld under any Applicable Laws with
respect to any Award issued to the Participant hereunder. The Committee may in
its discretion and in satisfaction of the foregoing requirement allow a
Participant to elect to have the Company withhold Shares otherwise issuable
under an Award (or allow the return of Shares) having a Fair Market Value equal
to the sums required to be withheld. Notwithstanding any other provision of the
Plan, the number of Shares which may be withheld with respect to the issuance,
vesting, exercise or payment of any Award (or which may be repurchased form the
Participant of such Award after such Shares were acquired by the Participant
from the Company) in order to satisfy the Participant's federal, state, local
and other income and payroll tax liabilities with respect to the issuance,
vesting, exercise or payment of the Award shall, unless specifically approved by
the Committee, be limited to the number of Shares which have a Fair Market Value
on the date of withholding or repurchase equal to the aggregate amount of such
liabilities based on the minimum statutory withholding rates for federal, state,
local and other income tax any payroll tax purposes that are applicable to such
taxable income.
17. CHOICE OF LAW
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The Plan shall be governed by and construed in accordance with the laws of
Singapore.
18. EFFECTIVENESS OF THE PLAN
The Plan shall be effective as of the Effective Date and shall terminate
ten years later, subject to earlier termination by the Board pursuant to Section
13 hereof.