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Statement
| 1.Resolution date of the board of directors:2022/02/23
2.Expected issue price:
The RS shall be issued at NTD 0 per share, which means the eligible
employee will receive the RS gratuitously.
3.Expected total amount (shares) of issuance:1,000,000 common shares
4.Vesting conditions:
As long as an eligible employee being granted the RS still stays employed,
the percentage of the RS awards shall vest in accordance with the
following schedule:
A.First anniversary of the Grant Date, 50% of the total number of the
granted RS.
B.Second anniversary of the Grant Date, 50% of the total number of the
granted RS.
C.The Company shall have the right to forfeit and cancel all unvested RS
awards without the payment of any consideration in the event that after
the Grand Date that such employee has committed acts such as breaching
his/her employment contract or work rules or violating the Plan.
The Grant Date and the first day of Vesting Schedule referred to under
this Plan means the record date of the capital increase.
5.Measures to be taken when employees fail to meet the vesting
conditions or in the event of inheritance:
A.Voluntary termination or discharge based on the causes not attributable
to the Company: The Company shall forfeit and cancel all unvested RS
awards without the payment of any consideration pursuant to laws in the
event that the employee has terminated his/her employment with the
Company. Such unvested RS awards will be deemed not meeting vesting
schedule as of the effective date of such employment termination.
B.Retirement: The Company shall forfeit and cancel all unvested RS awards
without the payment of any consideration pursuant to laws as of the
effective date of retirement. Such unvested RS awards will be deemed not
meeting vesting schedule as of the effective date of retirement.
C.Temporary Leave Without Pay: For the employee who has been approved by
the Company to be on temporary leave without pay pursuant to the laws and
regulations, or due to critical illness, family incidents or overseas
study plan, etc., his/her rights to unvested RS awards will resume from
the date of return to the positions. However, the vesting schedule will
be suspended to calculate based on the period of approved temporary leave
without pay.
D.Death: The Company shall forfeit and cancel all unvested RS awards
without the payment of any consideration pursuant to laws as of the date
of the employee's death. Such unvested RS awards will be deemed not
meeting vesting schedule as of the date of the employee's death.
E.Disability or Death Caused by Work Injury:
a.In the event that the employee is physically disabled and cannot
continue his/her employment due to work injury, all of the RS awards
will be deemed vested as of the effective date of such employment
termination.
b.In the event of the employee's death due to work injury, all of the
RS awards inherited by the heir(s) will be deemed vested as of the date
of the employee's death.
F.Severance or termination of employment contract due to causes
attributable to the Company: The Company shall forfeit and cancel all
unvested RS awards without the payment of any consideration pursuant to
laws in the event that the employee is laid off by the Company. Such
unvested RS awards will be deemed not meeting vesting schedule as of the
effective date of such laid-off or such employment termination.
G.Transfer: To facilitate the Company's business operation needs, an
employee who is approved by the Chairman or his delegate to be
transferred by the Company to a company which has the controlling or
subordinate relationship with the Company (or within subsidiaries), the
rights and obligations of all unvested RS awards shall not be affected.
If an employee is transferred to the company which does not have the
controlling or subordinate relationship with the Company, the unvested RS
awards shall apply to F of paragraph (4) of this Article.
H.For the reasons not mentioned above, the Chairman is authorized to
approve vested percentage and vesting schedule, and shall be further
submit to the Board for ratification.
I.The cause of termination prescribed in this Plan shall be defined in
accordance with the application law of the employee's employment contract.
6.Other issuance criteria:None.
7.Qualification criteria for employees:
(1)Full-time or part-time employees of the Company and a domestic or foreign
company which has the controlling or subordinate relationship with the
Company as of the Grant Date in accordance with Articles 369-2, 369-3,
369-9 Paragraph 2, and 369-11 of the ROC Company Act pursuant to Jing Shang
Tzu No. 10702427750 promulgated by the Ministry of Economic Affairs, the
ROC are eligible participants of the Plan. For the purpose of this Plan,
full-time and part-time employees are defined as follows:
A.Full-time employee means a person employed by the Company or a domestic
or foreign company which has the controlling or subordinate relationship
with the Company, who undertakes the assignment and gets paid regularly
according to his/her employment contract.
B.Part-time employee means a person employed by the Company or a domestic
or foreign company which has the controlling or subordinate relationship
with the Company on an hourly basis, short-term basis (works fewer than
the standard working hours per week) or for a specific project and get
paid on a daily, hourly or project rate according to his/her fixed term
employment contract.
(2)The Chairman of the Board of Directors (the "Chairman") shall nominate
and determine the employees who are entitled to the RS and the number of
the RS to be granted after taking into consideration of factors such as
work experience, seniority, job performance and overall contribution or
special achievements, and then submit to the Board for approval by a
majority vote at a Board meeting attended by more than two-thirds of the
total number of all directors. Any grant of the RS to an employee who
also serves as a member of the Board and/or a managerial officer, however,
requires a prior approval from the Compensation Committee before
submitting to the Board for approval. The nomination and grant of the
number of the RS shall be subject to the satisfaction of the following
performance criteria that such employee:
A.Scores above the average during annual performance review.
B.Has outstanding job performance in assigned projects or makes significant
contribution to the Company.
C.Has been recommended by the heads of his/her department for contributing
to the operation and future development of the Company.
D.Possesses specialized working skills, know-how and knowledge requires by
the Company.
E.Has been selected as the best employee of the year.
(3)The accumulative number of the RS obtained by each employee, in
combination with the accumulative number of options granted to such
employee under Article 56-1, Paragraph 1 of Offering and Issuance
Criteria, shall not exceed 0.3% of the total issued shares of the
Company. And the above in combination with the accumulative number of
options granted to each employee under Article 56, Paragraph 1 of
Offering and Issuance Criteria, shall not exceed 1% of the total issued
shares of the Company.
8.The reason the current issuance of RSA is necessary:
To attract and retain professionals needed by the Company, inspire
employees and enhance the employees' loyalty to contribute to the
Company and the interest of shareholders.
9.Calculated expense amount:
The total estimated expense amount is NT$ 46,400 thousands with NT$46.4
per share based the 30 days average stock closing price before February 23,
2022. The estimated expense to be allocated in 2022, 2023 and 2024 is
NT$ 17,448 thousands, NT$ 23,200 thousands and NT$ 5,752 thousands
respectively.
10.Dilution of the Company's earnings per share (EPS):
As of February 23, 2022, the total number of outstanding shares is
110,387,567. The percentage of employee restricted shares to be issued in
this plan to the total number of outstanding shares is approximately 0.91%.
Based on the vesting schedule and current outstanding shares, the diluted
effect on earnings per share in 2022, 2023 and 2024 are estimated to be
NT$0.16, NT$0.21 and NT$0.05, which does not have significant impacts on
shareholder's equity.
11.Other matters affecting shareholder's equity:NA
12.Restrictions before employees meet the vesting conditions
once the RSA are received or subscribed for:
(1)The employee shall not, with the exception of inheritance, sell,
hypothecate, assign, give to others as a present, pledge or disposed in
other way until such RS have vested.
(2)The employee will have rights to attend, submit proposals, make a
speech, vote at any meeting of shareholders according to an applicable
trust or custodian agreement.
Except for the above restrictions, the employee will have all rights as a
shareholder of common shares with respect to the RS, whether vested or
unvested, including but not limited to any rights to receive dividends,
premiums, additional paid-in capital, and pre-emptive right to subscribe
new shares issued for cash capital increase and to vote and act at any
meeting of shareholders. However, during the period from fifteen (15)
business days as announced by the Company to close Company's
shareholders' registry for distribution of the free stock dividends and
distribution of cash dividends to the record date of grant of rights, if
the Company forfeits and cancels all unvested RS awards without the
payment of any consideration based on this Plan, the unvested RS awards
shall not entitled to have the right of distribution of stock dividends.
13.Other important terms and conditions (including stock trust
custody, etc.):
(1)The Company shall put the RS issued based on this Plan, before vesting,
into a trust established for the benefit of the employees with the ROC
citizenship, and into safekeeping by a custodian bank for the benefit of
the employees with non-ROC citizenships.
(2)This Plan and any revision thereof shall take effect upon approval by
a majority vote at a Board meeting attended by two-thirds of all
directors and further approval by the competent authority. The Chairman
is authorized to make revisions upon receipt of any request from the
competent authority during the application, then submit the revisions to
the Board for approval before issuing the RS.
(3)Matters not provided in this Plan shall be governed by the relevant
laws and regulations.
14.Any other matters that need to be specified:NA
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