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Appendix B
India Sub-Plan
Additional Terms and Conditions for Employees in India
The additional terms and conditions detailed below are to be read in conjunction with the Plan and the agreement memorializing an Option (the “Option
Agreement”). Any terms and provisions not specifically defined below for Employees subject to the laws of India will have the same meaning as defined in the
Plan and the Option Agreement.
1. Definitions. Notwithstanding the provisions of the Plan, the following definitions shall have the meaning given to them for Options granted to
Employees in India.
(a) “Applicable India Law” includes any statute, law, rule, regulation, judgment of a court or other statutory authority, order or any document or
instrument that has the force of law in India.
(b) “Employee” means any person permanently employed by the Company or any Parent or Indian Subsidiary of the Company or a director,
whether whole-time or not, of the Company or any Parent or Indian Subsidiary of the Company, within the meaning of the Employees’ Stock Option Plan or
Scheme Guidelines issued by the Ministry of Finance of the Government of India on October 11, 2001. The term “Employee”, however, shall not include an
individual who is a Promoter (or belongs to the Promoter Group) or a director of the Company or any Parent or Indian Subsidiary of the Company who either by
himself or through his Relative or through a corporate entity, holds, directly or indirectly, more than 10% of the equity of the Company.
(c) “FEMA” means the Foreign Exchange Management Act, 1999 of India, the rules and regulations notified thereunder and any amendments
thereto. The restrictions under FEMA, as referred to in this Appendix B and as existing on the effective date of this Appendix B, shall be read to include the
amendments made to FEMA subsequent to the effective date of this Appendix B and will be deemed to have always included such amendments.
(d) “Indian Subsidiary” for the purpose of this Appendix B, means PMC-Sierra India Private Limited for so as the holding-subsidiary relationship
exits between the Company and PMC-Sierra India Private Limited , as per the provisions of the Indian Companies Act, 1956.
(e) “Promoter” the person or persons who are in over-all control of the Indian Subsidiary, who are instrumental in the formation of the Indian
Subsidiary or program pursuant to which the shares were offered to the public, or the person or persons named in the offer document as promoter(s), provided
that a director or officer of the Indian Subsidiary, if he is acting as such only in his professional capacity, will not be deemed to be a Promoter. Where a Promoter
of the Indian Subsidiary is a body corporate, the promoters of that body corporate shall also be deemed to be Promoters of the Indian Subsidiary.
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Source: PMC SIERRA INC, 10-K, March 01, 2007 Powered by Morningstar® Document Research℠