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O TTO M ARINE L IMITED - Microsoft Internet Explorer - SGX

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2.5 Any reference in the Share Award Scheme to any enactment is a reference to that enactment as for the<br />

time being amended or re-enacted. Any word defined under the Companies Act or any statutory<br />

modification thereof and used in the Share Award Scheme shall have the meaning assigned to it under<br />

the Companies Act.<br />

3. Objectives of the Share Award Scheme<br />

3.1 The Share Award Scheme is a share incentive scheme and is an integral part of employee incentive<br />

compensation in the Company’s variable wage system. The Share Award Scheme will give Participants<br />

an opportunity to have a direct interest in the value of the Company’s Shares and help achieve the<br />

following objectives:<br />

(a) to motivate Participants to optimise their performance standards, productivity and efficiency, to<br />

strive toward performance excellence and to maintain a high level of contribution to the Group by<br />

relating their total remuneration to the performance of the Group;<br />

(b) to make employee remuneration sufficiently competitive to attract potential employees with relevant<br />

skills to contribute to our Group by recognising contributions made or to be made and to create<br />

value for the Shareholders;<br />

(c) to retain key employees and directors of our Group whose contributions are essential to the longterm<br />

growth and profitability of our Group;<br />

(d) to promote commitment, dedication and instill loyalty, thereby resulting in a stronger identification<br />

by employees with the long-term prosperity of the Group; and<br />

(e) to foster an ownership culture within the Group which aligns the interest of the Participants with<br />

the interest of the Shareholders.<br />

4. Eligibility of Participants<br />

4.1 The following persons (except (i) directors and employees of the Company who are Controlling<br />

Shareholders or Associates of a Controlling Shareholder and (ii) Lee Kok Wah, the current Group<br />

managing director of the Company) shall be eligible to participate in the Share Award Scheme at the<br />

absolute discretion of the Committee at the Date of Grant :<br />

(a) he shall be:<br />

(i) an Employee; or<br />

(ii) a Non-Executive Director;<br />

(b) he shall have attained the age of twenty-one (21) years; and<br />

(c) he shall not be an undischarged bankrupt.<br />

4.2 The Participants to participate in the Share Award Scheme, and the number of Shares which are the<br />

subject of each Award to be granted to a Participant in accordance with the Share Award Scheme and<br />

the Vesting Period shall be determined at the absolute discretion of the Committee, which shall take into<br />

account:<br />

(a) the financial performance of the Group;<br />

(b) in respect of a Participant being an Employee, criteria such as his rank, job performance, potential<br />

for future development and his contribution to the success and development of the Group; and<br />

(c) in respect of a Participant being a Non-Executive Director, criteria such as his contribution to the<br />

success and development of the Group.<br />

In addition, for Performance-related Awards, the extent of effort required to achieve the Performance<br />

Condition within the Performance Period shall also be considered.<br />

4.3 Subject to the Companies Act and any requirement of the <strong>SGX</strong>-ST, the terms of eligibility for<br />

participation in the Share Award Scheme may be amended from time to time at the absolute discretion<br />

of the Committee.<br />

A5-3

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