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3. ELIGIBILITY OF PARTICIPANTS<br />

APPENDIX B<br />

3.1 The following persons shall be eligible to participate in the Scheme, at the absolute discretion<br />

of the Committee:-<br />

(a) full-time Employees who have attained the age of 21 years; and<br />

(b) Non-Executive Directors.<br />

3.2 Participants who are eligible and selected by the Committee to participate in the Scheme shall<br />

not, unless with the prior approval of the Committee in its absolute discretion, be eligible to<br />

participate in other share option schemes implemented by the Company, its subsidiaries or its<br />

parent company.<br />

3.3 The selection of the Participants and the number of Ordinary Shares in respect of which<br />

Options are to be offered to selected Participants shall be determined by the Committee, in its<br />

absolute discretion, taking into account criteria such as performance of the Participant, provided<br />

that the aggregate number of Ordinary Shares which may be offered by way of grant of Options<br />

to Non-Executive Directors under the Scheme shall not exceed five per cent of the total number<br />

of Ordinary Shares available under the Scheme.<br />

4. EXERCISE PRICE<br />

4.1 Subject to any adjustment pursuant to Rule 9, the Exercise Price to be paid for each Ordinary<br />

Share on exercise of an Option shall be the price determined by the Committee in its absolute<br />

discretion to be the Fair Market Value of the Ordinary Share as at the Date of Grant of that<br />

Option. In determining the Fair Market Value of an Ordinary Share for these purposes, the<br />

Committee shall be at liberty to take into consideration such criteria as the Committee may in<br />

its absolute discretion, deem appropriate, including (but not limited to) any valuation of the<br />

Ordinary Shares obtained from an independent merchant bank. A certificate issued by a duly<br />

authorised officer of the Company as to the Fair Market Value of the Ordinary Share shall be<br />

conclusive and binding on all Participants.<br />

4.2 The Exercise Price in respect of an Option shall, in no event, be less than the nominal value<br />

of the Ordinary Share.<br />

5. GRANT AND ACCEPTANCE OF OPTIONS<br />

5.1 The Committee may, subject as provided in Rule 11, grant Options at any time.<br />

5.2 The Letter of Offer to grant an Option shall be in, or substantially in, the form set out in<br />

Schedule A, subject to such modification as the Committee may from time to time determine.<br />

5.3 An Option shall be personal to the person to whom it is granted and shall not be transferred<br />

(other than to a Participant’s personal representative on the death of that Participant), charged,<br />

assigned, pledged or otherwise disposed of, in whole or in part, except with the prior approval<br />

of the Committee.<br />

5.4 The grant of an Option shall be accepted by the Grantee within 14 days from the Date of<br />

Grant of that Option and, in any event, not later than 5.00 p.m. on the 14th day from such<br />

Date of Grant by completing, signing and returning the Acceptance Form in or substantially in<br />

the form set out in Schedule B, subject to such modification as the Committee may from time<br />

to time determine, accompanied by payment of S$1.00 as consideration.<br />

174

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