HTC投資人

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Announcement of the Board of Directors resolution on the issuance of New Restricted Employee Shares

1.Resolution date of the board of directors:2014/05/06
2.Expected issue price: The issue price is NT$0
3.Expected total amounts(shares) of issuance: a total of 5,000,000 common
shares, each share having a par value of NT$10, for a total amount of
NT$50,000,000.
4.Determination of the terms and conditions:
(1).Issue price: The current issue is gratuitous. The issue price is NT$0.
(2).Vesting conditions:
    (I) An employee who remains employed at HTC after 1 year has elapsed
        from the time of the award of the new restricted employee shares,
        and who in the then-current fiscal year has a performance rating
        equal to or higher than “Satisfactory”, will be eligible for
        vesting of an installment of 30% of the shares.
   (II) An employee who remains employed at HTC after 2 years have elapsed
        from the time of the award of the new restricted employee shares,
        and who in the then-current fiscal year has a performance rating
        equal to or higher than “Satisfactory”, will be eligible for
        vesting of an installment of 30% of the shares.
   (III)An employee who remains employed at HTC after 3 year has elapsed
        from the time of the award of the new restricted employee shares,
        and who in the then-current fiscal year has a performance rating
        equal to or higher than “Satisfactory”, will be eligible for
        vesting of an installment of 40% of the shares.
(3).Handling of an employee's failure to meet the vesting conditions:
    HTC will withdraw without compensation and cancel the full number
    of the shares.
5.Qualification requirements for employees:
(1). Restricted to full-time regular employees of HTC who are already
     employed on the date that the new restricted employee shares are
     awarded.
(2). The employees who will be awarded new restricted employee shares and
     the numbers of such shares awarded will be decided by the chairperson
     and then approved by the board of directors, with consideration given
     to factors such as seniority, job rank, work performance, overall
     contribution, special merit, or other administrative conditions
     requiring consideration. However, for employees who are officers or
     hold management positions, the award of such shares is subject to
     approval by the Compensation Committee.
(3). The sum of the cumulative number of shares subscribable under any new
     restricted employee shares issued by HTC to a single employee shall be
     in accordance with the relevant restrictions in the Offering
     Regulations.
6.The reason why it is necessary to issue restricted stocks for employees:
To attract and retain professional talents needed by HTC, and to provide
incentive to employees and enhance employee commitment, so as to jointly
create benefit to the company and its shareholders.
7.Calculated expense amount: The estimated total possible expenses for the
issuance of the restricted employee shares is approximately NT$ 845,000,000,
and are calculated based on the closing share price one day prior to the
Board resolution date (May 5, 2014), which is NT$169 per share.
8.Dilution of EPS and other factors affecting shareholder’s equity:
The number of current outstanding shares, excluding the treasury stocks,
is 823,438,125 shares, and the estimated restricted employee shares to
be issued constitute 0.61% of the current outstanding shares.
When considering the 3-year vesting period and the current outstanding
shares, it is estimated that the expenses generated can dilute the earnings
per share by approximately NT$1.03 per share. Therefore, these expenses
should not have a critical impact on shareholder’s equity.
9.Restricted rights before employees meet the vesting conditions:
(I) During the vesting period, an employee may not sell, pledge, transfer,
    give to another person, create any encumbrance on, or otherwise dispose
    of, new restricted employee shares.
(II)During the vesting period, the new restricted employee shares can still
    participate in stock and cash dividends and subscription to cash rights
    issues.
10.Other important stipulations: After issuance, the new restricted employee
shares must immediately be deposited in trust.
11.Any other matters that need to be specified:
Unless otherwise provided in the applicable governmental regulations, the
Board of Directors is authorized to amend or execute any matter which is
not specifically prescribed in this proposal after it is approved.