ATTACHMENT III (AMENDMENT OF TERMS AND CONDITIONS ESOP G I)
26 February 2003
Advanced Info Service Public Company Limited
Details of the program regarding the issuance and offering of warrants to
purchase ordinary shares to directors, employees and advisors of the Company
(Employee Stock Option Plan ESOP). To propose an amendment of the details
of ESOP Grant I in order to comply with Grant II.
An amendment of Clause 3.4 Re: Warrant Allocation Obligations between the
Company and Directors, Employees and Advisors of the Company is set out below.
Grant I
Existing Details of Grant I Details of proposing to
amend of Grant I
3.4.1 If any director or advisor of
the Company vacate of office or any
employee retire from the Company
pursuant to the Company's work rules, - no change -
prior to exercising the rights under
the warrants, such vacated directors
or advisors, retired employee are
entitled to exercise their warrants
until the term of warrants.
3.4.2 If any director, employee or 3.4.2 If any director, employee or
advisor resign from the Company advisor resign from the Company
due to the Company's order of due to the Company's order of
transfer,such director,employee transfer,such director, exercise
or advisor shall be entitled to employee or advisor are
exercise their warrants to entitled to their warrants
purchase ordinary shares of the until the term of warrants.
Company only the allowed portion
and are not entitled to exercise
their warrants to purchase the
remaining ordinary shares which
are not due.
3.4.3 If any director, employee or 3.4.3 If any director, employee or
advisor of the Company die or advisor is no longer a
become missing, such warrants director, employee or advisor
shall then pass on to the person of the Company by reason of
named as executor or beneficiary decease,disappearance,
of the deceased or disappeared infirmity,or incompetent,
director, employee or advisor, such warrants shall then
as the case may be.The person pass on to the person named
will be entitled to exercise as executor or beneficiary
their warrants to purchase of the deceased, disappeared,
ordinary shares of the Company infirm, or incompetent
only the allowed portion, and director,employee or advisor,
are not entitled to exercise as the case may be.That
their warrants to purchase the person will be entitled to
remaining ordinary shares which exercise those warrants to
are not due. purchase ordinary shares of
the Company until the term
of warrants.
3.4.4 If any director or advisor resign
from the Company prior to
expiration of the term of office
or any employee resign from the
Company for any reason other
than as specified in Clauses - no change -
3.4.1, 3.4.2, or 3.4.3 above,
such director, employee and
advisor shall be entitled to
exercise their warrants to
purchase ordinary shares of
the Company only the allowed
portion within three months after
such director, employee and
advisor resigned from their
offices.
Remaining warrants which any Remaining warrants which any
director, employee or advisor director, employee or advisor
is unable to exercise for any is unable to exercise for any
of the reasons as stipulated of the reasons as stipulated
in Clauses 3.4.2, 3.4.3 or 3.4.4 in Clause 3.4.4 shall be
shall be submitted to the Company submitted to the Company for
for cancellation. cancellation.