HTC 2014 Annual Report Download - page 62

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• Capital and shares Capital and shares •
120 121
6. New restricted employee shares
(1) Issuance of Restricted Employee Shares and impact to Shareholders'
Equity
2015.03.31
Restricted Employee Shares
Granted
1st Restricted employee shares
Approval Date 2014.08.19
Issue (Vest) Date 2014.11.02
Number of Restricted Employee
Shares Issued
4,600,000 shares
Issued Price per Share NTD 0
Percentage of Shares Exercisable
to Outstanding Common Shares
(Note)
0.56%
Vesting Conditions for Exercise of
Restricted Employee Shares
1. An employee who remains employed at HTC after 1 year has elapsed from the time of the award of the
new restricted employee shares (i.e., the record date of the capital increase), 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.
2. An employee who remains employed at HTC after 2 years have elapsed from the time of the award of the
new restricted employee shares (i.e., the record date of the capital increase), 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.
3. An employee who remains employed at HTC after 3 years have elapsed from the time of the award of the
new restricted employee shares (i.e., the record date of the capital increase), 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.
Restrictions to the Rights of New
Restricted Employee Shares
The shares to be issued and awarded to employees in the current issue are common shares. The rights and
obligations associated with the shares are the same as those of other issued and outstanding common stock,
except as specified as follows:
1. 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.
2. During the vesting period, the new restricted employee shares can still participate in stock and cash
dividends and subscription to cash rights issues. The stock and cash dividends and cash rights issue
subscriptions so obtained furthermore need not be placed in trust and shall not be restricted by the
vesting period.
Custody of Restricted Employee
Shares
1. After new restricted employee shares are issued, if the employee to whom shares have been awarded is
an ROC national, the shares must immediately be deposited in trust. If the employee to whom shares are
awarded is a foreign national, the shares must be placed in custody with a custodian bank. Further, before
the vesting conditions have been met, the employee may not for any reason or in any manner request that
the trustee return the new restricted employee shares.
2. During the period in which the new restricted employee shares are placed in trust, HTC shall have full
discretion to act as agent for the employee to conduct with the share trust institution matters including,
without limitation, the negotiation, signing, amendment, extension, rescission, and termination of the
trust agreement, and giving of instructions for the delivery, utilization, or disposition of the assets in
trust.
(Continued)
Procedures for Non-Compliance
of the Conditions
1. If an employee voluntarily resigns or his or her employment is terminated or severed, then the vesting
rights of any shares previously awarded to the employee but not yet vested shall be lost from the
date of occurrence of the fact. HTC will withdraw and cancel the full number of the shares without
compensation.
2. Any cash or property other than cash received as a return of share capital due to HTC having undergone a
capital reduction during the vesting period: HTC will withdraw the full amount without compensation.
Withdrawal of New Restricted
Employee Shares
49,200 shares
Unrestricted New Restricted
Employee Shares
0 shares
Restricted New Restricted
Employee Shares
4,550,800 shares
Percentage of Shares Unrestricted
to Outstanding Common Shares
(Note)
0.55%
Impact on Shareholders' Equity Dilution to shareholder's equity is limited
Note：The information is calculated based on the issued shares, 828,038,125.