Common use of Changes in the Company’s Capital Structure Clause in Contracts

Changes in the Company’s Capital Structure. The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any and all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or its rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation for it in money, services or property, then the number, class, and per share price of shares of Stock subject to the Option shall be appropriately adjusted in such a manner so as to entitle Employee to receive upon exercise of the Option, for the same aggregate cash consideration, the equivalent total number and class of shares Employee would have received had Employee exercised his Option in full immediately prior to the event requiring the adjustment. If while the Option remains outstanding and unexercised (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was directly or indirectly wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity that is wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable U.S. Treasury Regulations) that is not described in clauses (i), (ii) or (iii) of this sentence (each such event is referred to herein as a “Corporate Change”), then (x) except as otherwise expressly provided in this Agreement or as a result of the effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which the Option then outstanding may be exercised, and (y) no later than ten (10) days after the approval by the stockholders of the Company of such Corporate Change, the Board or the Committee, acting in their sole and absolute discretion without the consent or approval of Employee, shall act to effect one or more of the following alternatives: (i) accelerate the time at which the Option then outstanding may be exercised so that the Option may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee or the Board of Directors, after which specified date the Option then remaining unexercised and all rights of Employee thereunder shall terminate; (ii) require the mandatory surrender to the Company by Employee of the Option (regardless of whether the Option is then exercisable under the provisions of this Agreement) as of a date, before or after such Corporate Change, specified by the TengBeng Koid -3- March 2005 Committee or the Board of Directors, in which event the Committee or the Board shall thereupon cancel such Option and the Company shall pay to Employee an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price under this Option for such shares; (iii) with respect to Employee, have some or all of this Option (whether vested or unvested) assumed or have a new option substituted for some or all of this Option (whether vested or unvested) by an entity that is a party to the transaction resulting in such Corporate Change and that is then employing him, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis in which the excess of the aggregate fair market value of the shares subject to such new option immediately after the assumption or substitution over the aggregate exercise price of such shares hereunder is equal to the excess of the aggregate fair market value of all shares subject to the Option immediately before such assumption or substitution over the aggregate exercise price of such shares, and (B) the assumed rights under the existing Option or the substituted rights under such new option, as the case may be, will have the same terms and conditions as the rights under the existing Option assumed or substituted for, as the case may be; (iv) provide that the number and class of shares of Stock covered by the Option (whether vested or unvested) theretofore granted shall be adjusted so that the Option when exercised shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Employee would have been entitled pursuant to the terms of the agreement or plan (or both) relating to such Corporate Change if, immediately prior to such Corporate Change, the Employee had been the holder of record of the number of shares of Stock then covered by the Option; or (v) make such adjustments to this Option, if any, as the Committee or the Board deems appropriate to reflect such Corporate Change. In effecting one or more of alternatives (3), (4) or (5) above, and except as otherwise may be provided in this Agreement, the Committee or the Board of Directors, in their sole and absolute discretion and without the consent or approval of the Employee, may accelerate the time at which some or all Options then outstanding may be exercised. If changes occur in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other changes in capitalization occurring after the Date of Grant and not otherwise provided for by this Section 7, then the Option and this Agreement shall be subject to adjustment by the Committee or the Board in their sole and absolute discretion as to the number and price of shares of stock or other consideration subject to this Option.

Changes in the Company’s Capital Structure. (a) The existence of outstanding Options Awards shall not affect in any way the right or power of the Company or its stockholders to make or authorize any and or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock shares ahead of or affecting the Stock or its Stock rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, business or any other corporate act or proceeding, whether of a similar character or otherwise. . (b) If the Company shall effect a subdivision or consolidation of shares Stock or other capital readjustment, the payment of a stock Stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation for it therefor in money, services or property, then (1) the number, class, class or series and per share price of shares of Stock subject to outstanding Options or other Awards under the Option Plan shall be appropriately adjusted (subject to the restriction in Sections 4.11and 11.1 prohibiting repricing without stockholder approval) in such a manner so as to entitle Employee a Holder to receive upon exercise of the Optionan Option or other Award, for the same aggregate cash consideration, the equivalent total number and class or series of shares Employee Stock the Holder would have received had Employee the Holder exercised his or her Option or other Award in full immediately prior to the event requiring the adjustment. , and (2) the number and class or series of Stock then reserved to be issued under the Plan shall be adjusted by substituting for the total number and class or series of Stock then reserved that number and class or series of Stock that would have been received by the owner of an equal number of outstanding shares of each class or series of Stock as the result of the event requiring the adjustment. (c) If while unexercised Options or other Awards remain outstanding under the Option remains outstanding and unexercised Plan (i1) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was directly or indirectly wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii2) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity that is wholly-owned by the Company), (iii3) the Company is to be dissolved, dissolved or (iv4) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable U.S. Department of Treasury Regulationsregulations) that is not described in clauses (i1), (ii2) or (iii3) of this sentence (each such event is referred to herein as a “Corporate Change”), then (x) then, except as otherwise expressly provided in this Article XII, an Award Agreement or another agreement between the Holder and the Company (provided that such exceptions shall not apply in the case of a reincorporation merger or conversion), or as a result of the Committee’s effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which the Option any Award then outstanding may be exercised, and (y) no later than ten (10) days after the approval by the stockholders of the Company of such Corporate Change, the Board or the Committee, acting in their its sole and absolute discretion without the consent or approval of Employeeany Holder, shall act to effect one or more of the following alternatives, which may vary among individual Holders and which may vary among Awards held by any individual Holder (provided that, with respect to a reincorporation merger or conversion in which Holders of the Company’s ordinary shares will receive the a percentage of shares of the successor corporation, none of such alternatives shall apply and, without Committee action, each Award shall automatically convert into a similar award of the successor corporation exercisable for the same percentage of ordinary shares of the successor as the Award was exercisable for Shares: (i1) accelerate the time at which some or all of the Option Awards then outstanding may be exercised so that the Option such Awards may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee or the Board of DirectorsCommittee, after which specified date the Option then remaining all such Awards that remain unexercised and all rights of Employee Holders thereunder shall terminate; (ii2) require the mandatory surrender to the Company by Employee all or selected Holders of some or all of the Option then outstanding Awards held by such Holders (regardless irrespective of whether the Option is such Awards are then exercisable under the provisions of this Agreementthe Plan or the applicable Award Agreement evidencing such Award) as of a date, before or after such Corporate Change, specified by the TengBeng Koid -3- March 2005 Committee or the Board of DirectorsCommittee, in which event the Committee or the Board shall thereupon cancel such Option Award and the Company shall pay to Employee each such Holder an amount of cash per share Share equal to the excess, if any, of the per share Share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price prices under this Option such Award for such sharesShares; (iii3) with respect to Employeeall or selected Holders, have some or all of this Option their then outstanding Awards (whether vested or unvested) assumed or have a new option award of a similar nature substituted for some or all of this Option their then outstanding Awards under the Plan (whether vested or unvested) by an entity that which is a party to the transaction resulting in such Corporate Change and that which is then employing himsuch Holder or which is affiliated or associated with such Holder in the same or a substantially similar manner as the Company prior to the Corporate Change, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis in which where the excess of the aggregate fair market value of the shares Stock subject to such new option the Award immediately after the assumption or substitution over the aggregate exercise price of such shares hereunder Stock is equal to the excess of the aggregate fair market value of all shares Stock subject to the Option Award immediately before such assumption or substitution over the aggregate exercise price of such sharesStock, and (B) the assumed rights under the such existing Option Award or the substituted rights under such new optionAward, as the case may be, will have the same terms and conditions as the rights under the existing Option Award assumed or substituted for, as the case may be; (iv4) provide that the number and class of shares or series of Stock covered by the Option an Award (whether vested or unvested) theretofore granted shall be adjusted so that the Option such Award when exercised shall thereafter cover the number and class or series of shares of stock Stock or other securities or property (including, without limitation, cash) to which the Employee Holder would have been entitled pursuant to the terms of the agreement or plan (or both) relating to such Corporate Change if, immediately prior to such Corporate Change, the Employee Holder had been the holder of record of the number of shares of Stock Shares then covered by the Optionsuch Award; or (v5) make such adjustments to this Option, if any, Awards then outstanding as the Committee or the Board deems appropriate to reflect such Corporate ChangeChange (provided, however, that the Committee may determine in its sole and absolute discretion that no such adjustment is necessary). In effecting one or more of the alternatives set out in paragraphs (3), (4) or (5) immediately above, and except as otherwise may be provided in this an Award Agreement, the Committee or the Board of DirectorsCommittee, in their its sole and absolute discretion and without the consent or approval of the Employeeany Holder, may accelerate the time at which some or all Options Awards then outstanding may be exercised. If . (d) In the event of changes occur in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, conversion, combinations, exchanges or other relevant changes in capitalization occurring after the Date date of Grant the grant of any Award and not otherwise provided for by this Section 74.5, then the Option any outstanding Award and this any Award Agreement evidencing such Award shall be subject to adjustment by the Committee or the Board in their its sole and absolute discretion as to the number and price of shares of stock Stock or other consideration subject to this Optionsuch Award. In the event of any such change in the outstanding Stock, the aggregate number of Shares available under the Plan may be appropriately adjusted by the Committee, whose determination shall be conclusive. (e) After a merger of one or more corporations into the Company or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, each Holder shall be entitled to have his Restricted Stock appropriately adjusted based on the manner in which the Shares were adjusted under the terms of the agreement of merger or consolidation. (f) The issuance by the Company of stock of any class or series, or securities convertible into, or exchangeable for, stock of any class or series, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe for them, or upon conversion or exchange of stock or obligations of the Company convertible into, or exchangeable for, stock or other securities, shall not affect, and no adjustment by reason of such issuance shall be made with respect to, the number, class or series, or price of Shares then subject to outstanding Options or other Awards.

Changes in the Company’s Capital Structure. (a) The existence of outstanding Options Awards shall not affect in any way the right or power of the Company or its stockholders to make or authorize any and or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock shares ahead of or affecting the Stock or its Stock rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, business or any other corporate act or proceeding, whether of a similar character or otherwise. . (b) If the Company shall effect a subdivision or consolidation of shares Stock or other capital readjustment, the payment of a stock Stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation for it therefor in money, services or property, then (1) the number, class, class or series and per share price of shares of Stock subject to outstanding Awards under the Option Plan shall be appropriately adjusted in such a manner so as to entitle Employee a Holder to receive upon exercise of the Optionan Award, for the same aggregate cash consideration, the equivalent total number and class or series of shares Employee Stock the Holder would have received had Employee the Holder exercised his Option or her Award in full immediately prior to the event requiring the adjustment. , and (2) the number and class or series of Stock then reserved to be issued under the Plan shall be adjusted by substituting for the total number and class or series of Stock then reserved, that number and class or series of Stock that would have been received by the owner of an equal number of outstanding shares of Stock of each class or series of Stock as the result of the event requiring the adjustment. (c) If while unexercised Awards remain outstanding under the Option remains outstanding and unexercised Plan (i1) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was directly or indirectly wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii2) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity that is wholly-owned by the Company), (iii3) the Company is to be dissolved, dissolved or (iv4) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable U.S. Department of Treasury Regulationsregulations) that is not described in clauses (i1), (ii2) or (iii3) of this sentence (each such event is referred to herein as a “Corporate Change”), then (x) then, except as otherwise expressly provided in this Agreement or as a result of the Committee’s effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which the Option any Award then outstanding may be exercised, and (y) no later than ten (10) days after the approval by the stockholders of the Company consummation of such Corporate Change, the Board or the Committee, acting in their its sole and absolute discretion without the consent or approval of Employeeany Holder, shall act to effect one or more of the following alternatives:, which may vary among individual Holders and which may vary among Awards held by any individual Holder (provided that, with respect to a reincorporation merger in which Holders of the Company’s ordinary shares will receive one ordinary share of the successor corporation for each ordinary share of the Company, none of such alternatives shall apply and, without Committee action, each Award shall automatically convert into a similar award of the successor corporation exercisable for the same number of ordinary shares of the successor as the Award was exercisable for ordinary shares of Stock of the Company): (i1) accelerate the time at which some or all of the Option Awards then outstanding may be exercised so that the Option such Awards may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee or the Board of DirectorsCommittee, after which specified date the Option then remaining all such Awards that remain unexercised and all rights of Employee Holders thereunder shall terminate; (ii2) require the mandatory surrender to the Company by Employee all or selected Holders of some or all of the Option then outstanding Awards held by such Holders (regardless irrespective of whether the Option is such Awards are then exercisable under the provisions of this Agreementthe Plan or the applicable Award Agreement evidencing such Award) as of a date, before or after such Corporate Change, specified by the TengBeng Koid -3- March 2005 Committee or the Board of DirectorsCommittee, in which event the Committee or the Board shall thereupon cancel such Option Award and the Company shall pay to Employee each such Holder an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price prices under this Option such Award for such shares; (iii3) with respect to Employeeall or selected Holders, have some or all of this Option their then outstanding Awards (whether vested or unvested) assumed or have a new option award of a similar nature substituted for some or all of this Option their then outstanding Awards under the Plan (whether vested or unvested) by an entity that which is a party to the transaction resulting in such Corporate Change and that which is then employing himsuch Holder or which is affiliated or associated with such Holder in the same or a substantially similar manner as the Company prior to the Corporate Change, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis in which where the excess of the aggregate fair market value of the shares Stock subject to such new option the Award immediately after the assumption or substitution over the aggregate exercise price of such shares hereunder Stock is equal to the excess of the aggregate fair market value of all shares Stock subject to the Option Award immediately before such assumption or substitution over the aggregate exercise price of such sharesStock, and (B) the assumed rights under the such existing Option Award or the substituted rights under such new optionAward, as the case may be, will have the same terms and conditions as the rights under the existing Option Award assumed or substituted for, as the case may be; (iv4) provide that the number and class of shares or series of Stock covered by the Option an Award (whether vested or unvested) theretofore granted shall be adjusted so that the Option such Award when exercised shall thereafter cover the number and class or series of shares of stock Stock or other securities or property (including, without limitation, cash) to which the Employee Holder would have been entitled pursuant to the terms of the agreement or plan (or both) relating to such Corporate Change if, immediately prior to such Corporate Change, the Employee Holder had been the holder of record of the number of shares of Stock then covered by the Optionsuch Award; or (v5) make such adjustments to this Option, if any, Awards then outstanding as the Committee or the Board deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole and absolute discretion that no such adjustment is necessary to reflect such Corporate Change). Any adjustment effected by the Committee under Section 4.5 shall be designed to provide the Holder with the intrinsic value of his or her Award, as determined prior to the Corporate Change, or, if applicable, equalize the Fair Market Value of the Award before and after the Corporate Change. In effecting one or more of the alternatives set out in paragraphs (3), (4) or (5) immediately above, and except as otherwise may be provided in this an Award Agreement, the Committee or the Board of DirectorsCommittee, in their its sole and absolute discretion and without the consent or approval of the Employeeany Holder, may accelerate the time at which some or all Options Awards then outstanding may be exercised. If . (a) In the event of changes occur in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Date date of Grant the grant of any Award and not otherwise provided for by this Section 74.5, then the Option any outstanding Award and this any Award Agreement evidencing such Award shall be subject to adjustment by the Committee or the Board in their its sole and absolute discretion as to the number and price of shares of stock Stock or other consideration subject to this Optionsuch Award. In the event of any such change in the outstanding Stock, the aggregate number of shares of Stock available under the Plan may be appropriately adjusted by the Committee, whose determination shall be conclusive. (b) After a merger of one or more corporations into the Company or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, each Holder shall be entitled to have his Restricted Stock appropriately adjusted based on the manner in which the shares of Stock were adjusted under the terms of the agreement of merger or consolidation. (c) The issuance by the Company of stock of any class or series, or securities convertible into, or exchangeable for, stock of any class or series, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe for them, or upon conversion or exchange of stock or obligations of the Company convertible into, or exchangeable for, stock or other securities, shall not affect, and no adjustment by reason of such issuance shall be made with respect to, the number, class or series, or price of shares of Stock then subject to outstanding Awards.

Changes in the Company’s Capital Structure. The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any and all adjustments, recapitalizations, reorganizations or other changes in the Company’s 's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or its rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation for it in money, services or property, then the number, class, and per share price of shares of Stock subject to the Option shall be appropriately adjusted in such a manner so as to entitle Employee Optionee to receive upon exercise of the Option, for the same aggregate cash consideration, the equivalent total number and class of shares Employee Optionee would have received had Employee Optionee exercised his Option in full immediately prior to the event requiring the adjustment. If while the Option remains outstanding and unexercised (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was directly or indirectly wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity that is wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable U.S. Treasury Regulations) that is not described in clauses (i), (ii) or (iii) of this sentence (each such event is referred to herein as a “"Corporate Change”"), then (x) except as otherwise expressly provided in this Agreement or as a result of the effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which the Option then outstanding may be exercised, and (y) no later than ten (10) days after the approval by the stockholders of the Company of such Corporate Change, the Board or the Committee, acting in their sole and absolute discretion without the consent or approval of EmployeeOptionee, shall act to effect one or more of the following alternatives: (i) accelerate the time at which the Option then outstanding may be exercised so that the Option may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee or the Board of Directors, after which specified date the Option then remaining unexercised and all rights of Employee Optionee thereunder shall terminate; (ii) require the mandatory surrender to the Company by Employee Optionee of the Option (regardless of whether the Option is then exercisable under the provisions of this Agreement) as of a date, before or after such Corporate Change, specified by the TengBeng Koid -3- March 2005 Committee or the Board of Directors, in which event the Committee or the Board shall thereupon cancel such Option and the Company shall pay to Employee Optionee an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price under this Option for such shares; (iii) with respect to EmployeeOptionee, have some or all of this Option (whether vested or unvested) assumed or have a new option substituted for some or all of this Option (whether vested or unvested) by an entity that is a party to the transaction resulting in such Corporate Change and that is then employing him, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis in which the excess of the aggregate fair market value of the shares subject to such new option immediately after the assumption or substitution over the aggregate exercise price of such shares hereunder is equal to the excess of the aggregate fair market value of all shares subject to the Option immediately before such assumption or substitution over the aggregate exercise price of such shares, and (B) the assumed rights under the existing Option or the substituted rights under such new option, as the case may be, will have the same terms and conditions as the rights under the existing Option assumed or substituted for, as the case may be; (iv) provide that the number and class of shares of Stock covered by the Option (whether vested or unvested) theretofore granted shall be adjusted so that the Option when exercised shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Employee Optionee would have been entitled pursuant to the terms of the agreement or plan (or both) relating to such Corporate Change if, immediately prior to such Corporate Change, the Employee Optionee had been the holder of record of the number of shares of Stock then covered by the Option; or (v) make such adjustments to this Option, if any, as the Committee or the Board deems appropriate to reflect such Corporate Change. In effecting one or more of alternatives (3), (4) or (5) above, and except as otherwise may be provided in this Agreement, the Committee or the Board of Directors, in their sole and absolute discretion and without the consent or approval of the EmployeeOptionee, may accelerate the time at which some or all Options then outstanding may be exercised. If changes occur in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other changes in capitalization occurring after the Date of Grant and not otherwise provided for by this Section 76, then the Option and this Agreement shall be subject to adjustment by the Committee or the Board in their sole and absolute discretion as to the number and price of shares of stock or other consideration subject to this Option.

Changes in the Company’s Capital Structure. The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any and all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or its rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation for it in money, services or property, then the number, class, and per share price of shares of Stock subject to the Option shall be appropriately adjusted in such a manner so as to entitle Employee Optionee to receive upon exercise of the Option, for the same aggregate cash consideration, the equivalent total number and class of shares Employee Optionee would have received had Employee Optionee exercised his Option in full immediately prior to the event requiring the adjustment. If while the Option remains outstanding and unexercised (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was directly or indirectly wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity that is wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable U.S. Treasury Regulations) that is not described in clauses (i), (ii) or (iii) of this sentence (each such event is referred to herein as a “Corporate Change”), then (x) except as otherwise expressly provided in this Agreement or as a result of the effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which the Option then outstanding may be exercised, and (y) no later than ten (10) days after the approval by the stockholders of the Company of such Corporate Change, the Board or the Committee, acting in their sole and absolute discretion without the consent or approval of EmployeeOptionee, shall act to effect one or more of the following alternatives: (i) accelerate the time at which the Option then outstanding may be exercised so that the Option may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee or the Board of Directors, after which specified date the Option then remaining unexercised and all rights of Employee Optionee thereunder shall terminate; (ii) require the mandatory surrender to the Company by Employee Optionee of the Option (regardless of whether the Option is then exercisable under the provisions of this Agreement) as of a date, before or after such Corporate Change, specified by the TengBeng Koid -3- March 2005 Committee or the Board of Directors, in which event the Committee or the Board shall thereupon cancel such Option and the Company shall pay to Employee Optionee an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price under this Option for such shares; (iii) with respect to EmployeeOptionee, have some or all of this Option (whether vested or unvested) assumed or have a new option substituted for some or all of this Option (whether vested or unvested) by an entity that is a party to the transaction resulting in such Corporate Change and that is then employing him, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis in which the excess of the aggregate fair market value of the shares subject to such new option immediately after the assumption or substitution over the aggregate exercise price of such shares hereunder is equal to the excess of the aggregate fair market value of all shares subject to the Option immediately before such assumption or substitution over the aggregate exercise price of such shares, and (B) the assumed rights under the existing Option or the substituted rights under such new option, as the case may be, will have the same terms and conditions as the rights under the existing Option assumed or substituted for, as the case may be; (iv) provide that the number and class of shares of Stock covered by the Option (whether vested or unvested) theretofore granted shall be adjusted so that the Option when exercised shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Employee Optionee would have been entitled pursuant to the terms of the agreement or plan (or both) relating to such Corporate Change if, immediately prior to such Corporate Change, the Employee Optionee had been the holder of record of the number of shares of Stock then covered by the Option; or (v) make such adjustments to this Option, if any, as the Committee or the Board deems appropriate to reflect such Corporate Change. In effecting one or more of alternatives (3), (4) or (5) above, and except as otherwise may be provided in this Agreement, the Committee or the Board of Directors, in their sole and absolute discretion and without the consent or approval of the EmployeeOptionee, may accelerate the time at which some or all Options then outstanding may be exercised. If changes occur in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other changes in capitalization occurring after the Date of Grant and not otherwise provided for by this Section 76, then the Option and this Agreement shall be subject to adjustment by the Committee or the Board in their sole and absolute discretion as to the number and price of shares of stock or other consideration subject to this Option.

Changes in the Company’s Capital Structure. The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any and all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or its rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation for it in money, services or property, then the number, class, and per share price of shares of Stock subject to the Option shall be appropriately adjusted in such a manner so as to entitle Employee Optionee to receive upon exercise of the Option, for the same aggregate cash consideration, the equivalent total number and class of shares Employee Optionee would have received had Employee Optionee exercised his Option in full immediately prior to the event requiring the adjustment. If If, while the Option remains outstanding and unexercised unexercised, (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was directly or indirectly wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity that is wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable U.S. Treasury Regulations) that is not described in clauses (i), (ii) or (iii) of this sentence (each such event is referred to herein as a “Corporate Change”), then (x) except as otherwise expressly provided in this Agreement or as a result of the effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which the Option then outstanding may be exercised, and (y) no later than ten (10) days after the approval by the stockholders of the Company of such Corporate Change, the Board or the Committee, acting in their sole and absolute discretion without the consent or approval of EmployeeOptionee, shall act to effect one or more of the following alternatives: (i1) accelerate the time at which the Option then outstanding may be exercised so that the Option may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee or the Board of Directors, after which specified date the Option then remaining unexercised and all rights of Employee Optionee thereunder shall terminate; (ii2) require the mandatory surrender to the Company by Employee Optionee of the Option (regardless of whether the Option is then exercisable under the provisions of this Agreement) as of a date, before or after such Corporate Change, specified by the TengBeng Koid -3- March 2005 Committee or the Board of Directors, in which event the Committee or the Board shall thereupon cancel such Option and the Company shall pay to Employee Optionee an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price under this Option for such shares; (iii3) with respect to EmployeeOptionee, have some or all of this Option (whether vested or unvested) assumed or have a new option substituted for some or all of this Option (whether vested or unvested) by an entity that is a party to the transaction resulting in such Corporate Change and that is then employing him, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis in which the excess of the aggregate fair market value of the shares subject to such new option immediately after the assumption or substitution over the aggregate exercise price of such shares hereunder is equal to the excess of the aggregate fair market value of all shares subject to the Option immediately before such assumption or substitution over the aggregate exercise price of such shares, and (B) the assumed rights under the existing Option or the substituted rights under such new option, as the case may be, will have the same terms and conditions as the rights under the existing Option assumed or substituted for, as the case may be; (iv4) provide that the number and class of shares of Stock covered by the Option (whether vested or unvested) theretofore granted shall be adjusted so that the Option when exercised shall thereafter cover the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Employee Optionee would have been entitled pursuant to the terms of the agreement or plan (or both) relating to such Corporate Change if, immediately prior to such Corporate Change, the Employee Optionee had been the holder of record of the number of shares of Stock then covered by the Option; or (v5) make such adjustments to this Option, if any, as the Committee or the Board deems appropriate to reflect such Corporate Change. In effecting one or more of alternatives (3), (4) or (5) above, and except as otherwise may be provided in this Agreement, the Committee or the Board of Directors, in their sole and absolute discretion and without the consent or approval of the EmployeeOptionee, may accelerate the time at which some or all Options then outstanding may be exercised. If changes occur in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other changes in capitalization occurring after the Date of Grant and not otherwise provided for by this Section 76, then the Option and this Agreement shall be subject to adjustment by the Committee or the Board in their sole and absolute discretion as to the number and price of shares of stock or other consideration subject to this Option.

Changes in the Company’s Capital Structure. (a) The existence of outstanding Options Awards shall not affect in any way the right or power of the Company or its stockholders to make or authorize any and or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock shares ahead of or affecting the Stock or its Stock rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, business or any other corporate act or proceeding, whether of a similar character or otherwise. . (b) If the Company shall effect a subdivision or consolidation of shares Stock or other capital readjustment, the payment of a stock Stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation for it therefor in money, services or property, then (1) the number, class, class or series and per share price of shares of Stock subject to outstanding Awards under the Option Plan shall be appropriately adjusted in such a manner so as to entitle Employee a Holder to receive upon exercise of the Optionan Award, for the same aggregate cash consideration, the equivalent total number and class or series of shares Employee Stock the Holder would have received had Employee the Holder exercised his Option or her Award in full immediately prior to the event requiring the adjustment. , and (2) the number and class or series of Stock then reserved to be issued under the Plan shall be adjusted by substituting for the total number and class or series of Stock then reserved, that number and class or series of Stock that would have been received by the owner of an equal number of outstanding shares of Stock of each class or series of Stock as the result of the event requiring the adjustment. (c) If while unexercised Awards remain outstanding under the Option remains outstanding and unexercised Plan (i1) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was directly or indirectly wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii2) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity that is wholly-owned by the Company), (iii3) the Company is to be dissolved, dissolved or (iv4) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable U.S. Department of Treasury Regulationsregulations) that is not described in clauses (i1), (ii2) or (iii3) of this sentence (each such event is referred to herein as a “Corporate Change”), then (x) then, except as otherwise expressly provided in this an Award Agreement or another agreement between the Holder and the Company (provided that such exceptions shall not apply in the case of a reincorporation merger), or as a result of the Committee’s effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which the Option any Award then outstanding may be exercised, and (y) no later than ten (10) days after the approval by the stockholders of the Company of such Corporate Change, the Board or the Committee, acting in their its sole and absolute discretion without the consent or approval of Employeeany Holder, shall act to effect one or more of the following alternatives:, which may vary among individual Holders and which may vary among Awards held by any individual Holder (provided that, with respect to a reincorporation merger in which Holders of the Company’s ordinary shares will receive one ordinary share of the successor corporation for each ordinary share of the Company, none of such alternatives shall apply and, without Committee action, each Award shall automatically convert into a similar award of the successor corporation exercisable for the same number of ordinary shares of the successor as the Award was exercisable for ordinary shares of Stock of the Company): (i1) accelerate the time at which some or all of the Option Awards then outstanding may be exercised so that the Option such Awards may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee or the Board of DirectorsCommittee, after which specified date the Option then remaining all such Awards that remain unexercised and all rights of Employee Holders thereunder shall terminate; (ii2) require the mandatory surrender to the Company by Employee all or selected Holders of some or all of the Option then outstanding Awards held by such Holders (regardless irrespective of whether the Option is such Awards are then exercisable under the provisions of this Agreementthe Plan or the applicable Award Agreement evidencing such Award) as of a date, before or after such Corporate Change, specified by the TengBeng Koid -3- March 2005 Committee or the Board of DirectorsCommittee, in which event the Committee or the Board shall thereupon cancel such Option Award and the Company shall pay to Employee each such Holder an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price prices under this Option such Award for such shares; (iii3) with respect to Employeeall or selected Holders, have some or all of this Option their then outstanding Awards (whether vested or unvested) assumed or have a new option award of a similar nature substituted for some or all of this Option their then outstanding Awards under the Plan (whether vested or unvested) by an entity that which is a party to the transaction resulting in such Corporate Change and that which is then employing himsuch Holder or which is affiliated or associated with such Holder in the same or a substantially similar manner as the Company prior to the Corporate Change, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis in which where the excess of the aggregate fair market value of the shares Stock subject to such new option the Award immediately after the assumption or substitution over the aggregate exercise price of such shares hereunder Stock is equal to the excess of the aggregate fair market value of all shares Stock subject to the Option Award immediately before such assumption or substitution over the aggregate exercise price of such sharesStock, and (B) the assumed rights under the such existing Option Award or the substituted rights under such new optionAward, as the case may be, will have the same terms and conditions as the rights under the existing Option Award assumed or substituted for, as the case may be; (iv4) provide that the number and class of shares or series of Stock covered by the Option an Award (whether vested or unvested) theretofore granted shall be adjusted so that the Option such Award when exercised shall thereafter cover the number and class or series of shares of stock Stock or other securities or property (including, without limitation, cash) to which the Employee Holder would have been entitled pursuant to the terms of the agreement or plan (or both) relating to such Corporate Change if, immediately prior to such Corporate Change, the Employee Holder had been the holder of record of the number of shares of Stock then covered by the Optionsuch Award; or (v5) make such adjustments to this Option, if any, Awards then outstanding as the Committee or the Board deems appropriate to reflect such Corporate Change (provided, however, that the Committee may determine in its sole and absolute discretion that no such adjustment is necessary to reflect such Corporate Change). Any adjustment effected by the Committee under Section 4.5 shall be designed to provide the Holder with the intrinsic value of his or her Award, as determined prior to the Corporate Change, or, if applicable, equalize the Fair Market Value of the Award before and after the Corporate Change. In effecting one or more of the alternatives set out in paragraphs (3), (4) or (5) immediately above, and except as otherwise may be provided in this an Award Agreement, the Committee or the Board of DirectorsCommittee, in their its sole and absolute discretion and without the consent or approval of the Employeeany Holder, may accelerate the time at which some or all Options Awards then outstanding may be exercised. If . (d) In the event of changes occur in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Date date of Grant the grant of any Award and not otherwise provided for by this Section 7, then the Option and this Agreement shall be subject to adjustment by the Committee or the Board in their sole and absolute discretion as to the number and price of shares of stock or other consideration subject to this Option.this

Changes in the Company’s Capital Structure. (a) The existence of outstanding Options Awards shall not affect in any way the right or power of the Company or its stockholders to make or authorize any and or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or its rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, business or any other corporate act or proceeding, whether of a similar character or otherwise. . (a) If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation for it in money, services or property, then (i) the number, class, class or series and per share price of shares of Stock subject to the Option outstanding Options under this Plan shall be appropriately adjusted in such a manner so as to entitle Employee a Holder to receive upon exercise of the an Option, for the same aggregate cash consideration, the equivalent total number and class or series of shares Employee he would have received had Employee he exercised his Option in full immediately prior to the event requiring the adjustment. , and (ii) the number and class or series of shares of Stock then reserved to be issued under the Plan shall be adjusted by substituting for the total number and class or series of shares of Stock then reserved, that number and class or series of shares of Stock that would have been received by the owner of an equal number of outstanding shares of each class or series of Stock as the result of the event requiring the adjustment. (b) If while unexercised Options remain outstanding under the Option remains outstanding and unexercised Plan (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity that was directly or indirectly wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity (other than an entity that is wholly-owned by the Company), (iii) the Company is to be dissolved, dissolved or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the Code and applicable U.S. Department of Treasury Regulations) that is not described in clauses (i), (ii) or (iii) of this sentence (each such event is referred to herein as a “Corporate Change”), then (x) then, except as otherwise expressly provided in this an Option Agreement or as a result of the Board’s effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which the any Option then outstanding may be exercised, and (y) no later than ten (10) days after the approval by the stockholders of the Company of such Corporate Change, the Board or the CommitteeBoard, acting in their its sole and absolute discretion without the consent or approval of Employeeany Holder, shall act to effect one or more of the following alternatives, which may vary among individual Holders and which may vary among Options held by any individual Holder: (iA) accelerate the time at which some or all of the Option Options then outstanding may be exercised so that the Option such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee or the Board of DirectorsBoard, after which specified date the Option then remaining all such Options that remain unexercised and all rights of Employee Holders thereunder shall terminate; (iiB) require the mandatory surrender to the Company by Employee all or selected Holders of some or all of the Option then outstanding Options held by such Holders (regardless irrespective of whether the Option is such Options are then exercisable under the provisions of this AgreementPlan or the Option Agreements evidencing such Options) as of a date, before or after such Corporate Change, specified by the TengBeng Koid -3- March 2005 Committee or the Board of DirectorsBoard, in which event the Committee or the Board shall thereupon cancel such Option Options and the Company shall pay to Employee each such Holder an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change over the exercise price prices under this Option such Options for such shares; (iiiC) with respect to Employeeall or selected Holders, have some or all of this Option their then outstanding Options (whether vested or unvested) assumed or have a new option Option substituted for some or all of this Option their then outstanding Options (whether vested or unvested) by an entity that which is a party to the transaction resulting in such Corporate Change and that which is then employing him, or a parent or subsidiary of such entity, provided that (A1) such assumption or substitution is on a basis in which where the excess of the aggregate fair market value of the shares subject to such new option the Option immediately after the assumption or substitution over the aggregate exercise price of such shares hereunder is equal to the excess of the aggregate fair market value of all shares subject to the Option immediately before such assumption or substitution over the aggregate exercise price of such shares, and (B2) the assumed rights under the such existing Option or the substituted rights under such new option, Option as the case may be, be will have the same terms and conditions as the rights under the existing Option assumed or substituted for, as the case may be; (ivD) provide that the number and class or series of shares of Stock covered by the an Option (whether vested or unvested) theretofore granted shall be adjusted so that the such Option when exercised shall thereafter cover the number and class or series of shares of stock or other securities or property (including, without limitation, cash) to which the Employee Holder would have been entitled pursuant to the terms of the agreement or plan (or both) relating to such Corporate Change if, immediately prior to such Corporate Change, the Employee Holder had been the holder of record of the number of shares of Stock then covered by the such Option; or (vE) make such adjustments to this Option, if any, Options then outstanding as the Committee or the Board deems appropriate to reflect such Corporate ChangeChange (provided, however, that the Board may determine in its sole and absolute discretion that no such adjustment is necessary). In effecting one or more of alternatives (3C), (4D) or (5E) above, and except as otherwise may be provided in this an Option Agreement, the Committee or the Board of DirectorsBoard, in their its sole and absolute discretion and without the consent or approval of the Employeeany Holder, may accelerate the time at which some or all Options then outstanding may be exercised. If . (c) In the event of changes occur in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the Date date of Grant the grant of any Option and not otherwise provided for by this Section 74.5, then the Option any outstanding Options and this Agreement any agreements evidencing such Options shall be subject to adjustment by the Committee or the Board in their its sole and absolute discretion as to the number and price of shares of stock Stock or other consideration subject to such Options. In the event of any such change in the outstanding Stock, the aggregate number of shares available under this OptionPlan may be appropriately adjusted by the Board, whose determination shall be conclusive. (d) After a merger of one or more corporations into the Company or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, each Holder shall be entitled to have his Restricted Stock appropriately adjusted based on the manner the Stock was adjusted under the terms of the agreement of merger or consolidation. (e) The issue by the Company of shares of Stock of any class or series, or securities convertible into shares of Stock of any class or series, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe for them, or upon conversion of shares or obligations of the Company convertible into shares or other securities, shall not affect, and no adjustment by reason of such issuance shall be made with respect to, the number, class or series, or price of shares of Stock then subject to outstanding Options or Restricted Stock Awards.