1. Board Resolution Date: August 11, 115
2. Issuance Period: Within two years from the date of notification of regulatory approval, the company may issue the warrants once or in multiple tranches based on actual needs. The specific issuance date shall be determined by the Chairman authorized by the Board.
3. Eligibility Criteria for Option Holders: (1) Limited to employees of the Company and its domestic and foreign controlled or affiliated companies (as defined by the Financial Supervisory Commission’s letter No. 1070121068 dated December 27, 107). The eligibility reference date shall be determined by the Chairman.
(2) The actual employees eligible for options and the number of shares allocated will be determined based on factors such as seniority, job level, performance, overall contribution, or special achievements. These criteria will serve as the basis for review and approval by the Compensation Committee, Audit Committee, and Board of Directors. For option holders who are managers or concurrently serve as directors of the Company, the proposal must first be approved by the Compensation Committee and then submitted to the Board for resolution. For option holders who are not managers or directors, the proposal must first be approved by the Audit Committee and then submitted to the Board for resolution.
(3) Pursuant to Article 56-1, Paragraph 1 of the 'Rules for Handling Public Offering and Issuance of Securities by Issuers,' the cumulative number of shares granted to a single option holder through employee stock option warrants, plus the total number of restricted employee rights shares previously acquired, shall not exceed 0.3% of the total issued shares. Additionally, the cumulative number of shares granted to a single option holder under Article 56, Paragraph 1 of the same rules shall not exceed 1% of the total issued shares. However, if specially approved by the relevant central competent authority, a single employee may exceed these limits.
4. Total Number of Warrants Issued: 3,000 units
5. Number of Shares Per Warrant Unit: 1,000 shares
6. Total Number of New Shares to Be Issued Upon Exercise or Shares to Be Repurchased Under Article 28-2 of the Securities and Exchange Act: 3,000,000 shares
7. Exercise Price: The closing price of the Company's common stock on the issuance date shall be the exercise price.
8. Exercise Period: Option holders may exercise their rights from the second anniversary of the grant date until ten days before the expiration date, except during the share transfer suspension period specified in Article 8, Paragraph 1. The exercise schedule is as follows. The warrant's validity period is six years and is non-transferable, except in cases of inheritance.
Vesting Period Exercisable Ratio (Cumulative) ------------------- ----------------------------- After 2 years 50% After 3 years 75% After 4 years 100%
9. Type of Shares to Be Subscribed: Common shares of the Company.
10. Handling Upon Employee Resignation or Inheritance: (1) Voluntary Resignation / Dismissal For vested warrants, the right to exercise may be exercised within three months from the resignation or dismissal effective date. Unvested warrants shall be deemed forfeited on the resignation or dismissal effective date.
(2) Leave of Absence with Salary Suspended For employees granted leave of absence with salary suspended and specially approved by the Company, vested warrants may be exercised within three months from the start date of the leave. Failure to complete the exercise within this period shall result in forfeiture. Unvested warrants shall have their rights restored upon return to work, but the exercise schedule shall be extended by the duration of the leave, subject to the warrant’s six-year validity period.
(3) Retirement All granted warrants may be fully exercised upon retirement. Except that exercise is only permitted after the second anniversary of the grant date, the vesting schedule restrictions in paragraph (2) above do not apply. However, the exercise right must be exercised within one year from the later of the retirement date or the second anniversary of the grant date.
(4) Death Vested warrants may be exercised by the heir within one year from the date of death. Unvested warrants shall be deemed forfeited on the date of death.
(5) Disability or Death Due to Occupational Injury In the event of death or physical disability due to occupational injury resulting in inability to continue employment, all granted warrants may be fully exercised by the heir upon resignation or death. Except that exercise is only permitted after the second anniversary of the grant date, the vesting schedule restrictions in paragraph (2) above do not apply. However, the exercise right must be exercised within one year from the later of the resignation/death date or the second anniversary of the grant date.
(6) Transfer If an option holder is transferred to an affiliated company, the warrants shall be treated as if the employee had resigned. However, if the transfer is due to operational needs of the Company, the rights under the granted warrants shall not be affected.
(7) Other Termination of Employment Relationship For any other termination or adjustment of employment relationship not otherwise specified, the exercise rights shall be exercised according to the timeframes and schedules defined in paragraph (2), or the Chairman may determine the exercise rights and deadlines.
(8) If the option holder or heir fails to exercise the option within the specified period, the right shall be deemed forfeited.
11. Other Exercise Conditions: Warrants that become invalid, are voluntarily abandoned, or are deemed forfeited under the above provisions shall be canceled by the Company and will not be reissued.
12. Performance Method: The fulfillment of this employee stock option warrant shall be satisfied by issuing new shares.
13. Adjustment of Exercise Price: (1) Upon Cash Dividend Distribution After the issuance of this warrant, if the Company distributes cash dividends on its common shares, the exercise price shall be adjusted downward on the ex-dividend reference date using the following formula (rounded to the nearest NT dollar cent, with fractions below cents rounded off): Adjusted Exercise Price = Previous Exercise Price × (1 - Ratio of Cash Dividend per Share to Market Price per Share) Note: The market price per share shall be the simple arithmetic average of the closing prices of the common shares on one, three, or five business days prior to the announcement date of the dividend suspension and ex-dividend.
(2) Upon Increase in Issued Common Shares After the issuance of this warrant, except for conversions of securities with common share conversion rights or subscription rights, employee compensation share issuances, or issuance of restricted employee rights shares, if the Company increases its issued common shares (including cash capital increases via public offering or private placement, surplus capitalization, capital reserve capitalization, corporate mergers or acquisition of other companies’ shares, stock splits, or cash capital increases for issuing overseas depository receipts), the exercise price shall be adjusted on the ex-rights reference date of the new share issuance using the following formula (rounded to the nearest NT dollar cent, with fractions below cents rounded off). In the case of a change in par value leading to an increase in issued common shares, the adjustment shall be made on the new share exchange reference date; however, if there is an actual payment involved, the adjustment shall be made on the date the payment is fully received: Adjusted Exercise Price = Previous Exercise Price × [Issued Shares + (Amount Paid per Share × New Shares Issued) / Market Price per Share] / (Issued Shares + New Shares Issued) In case of par value change: Adjusted Exercise Price = Previous Exercise Price × (Number of Issued Common Shares Before Par Value Change / Number of Issued Common Shares After Par Value Change) (1) 'Issued Shares' refers to the total number of issued common shares, excluding shares from bond conversion right certificates and subscription right payment certificates, and deducting treasury shares repurchased but not yet canceled or transferred by the Company.
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- Source: PR Times
- Category: Funding