Accton Technology : Announcement of the Board of Directors resolution on the issuance of Restricted Stock Award

 Announcement of the Board of Directors resolution on
the issuance of Restricted Stock Award

1.Date of the board of directors resolution:2022/03/17
2.Expected issue price:The current issue is gratuitous.
3.Expected total amount (shares) of issuance:2,000,000 common shares
4.Vesting conditions:
An employee's continuous employment with the Company through the vesting
dates, no violation on any terms of the company's employment agreement,
employee handbook, non-competition and PIM agreements or the agreement of
Restricted Stock Awards, and the achievement of individual performance
goals during the Performance Period are required to receive the vested
shares. Proportions of the vesting shares to be granted for such employee
on the vesting date each year is as follows
a. On the job for 2 years after granting: 33%
b. On the job for 3 years after granting: 33%
c. On the job for 4 years after granting: 34%
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:
The Company will redeem the issued restricted stock awards and cancel
the full number of the shares in accordance with the terms of the issuance
rules set by the Company.
6.Other issuance criteria:None.
7.Qualification criteria for employees:
a. Full-time employees of the Company, and full-time employees of domestic
or foreign controlled or affiliated companies who are already employed on
the date that the restricted stock awards are awarded.
b. The number of granted shares shall be determined by seniority, position,
performance, overall contribution and other meaningful factors
in management. The results of shares distribution shall be reviewed by
Chairman and obtain approval in the meeting of the Board of Directors.
However, for employees who are managers, the award of such shares is
subject to approval by the Compensation Committee.
c. The sum of the cumulative number of shares granted to each employee
shall be in accordance with the applicable laws and regulations in
Offering Regulations.
8.The necessary reason of the current issuance of RSA:
To attract and retain talents, enhance employees' feeling of belonging to
the Company, and foster the best interests of the Company and its
shareholders, so as to ensure the alignment of the Company's employees and
shareholders' interests.
9.Calculated expense amount:
If based on the February 25, 2022 closing price, NT$254.5,
the annual amortized expenses from 2022 to 2026 will be projected as:
NT$47,719 thousand, NT$114,525 thousand, NT$114,525 thousand,
NT$114, 525 thousand and NT$66,806 thousand, respectively with the total
amounts of NT$458,100 thousand.
10.Dilution of the Company's earnings per share (EPS):
As of January 31, 2022, Company's issued outstanding shares are
559,924,397 shares, the earning dilution from 2022 to 2026 will be
projected as: NT$0.0852,NT$0.2045,NT$0.2044, NT$0.2042 and NT$0.1190,
respectively. There should not be a material impact to the shareholder's
equity.
11.Other matters affecting shareholder's equity:None.
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
During the vesting period, employee may not sell, pledge, transfer,
give to another person, create any encumbrance on, or otherwise dispose of,
restricted stock awards.
13.Other important terms and conditions (including stock trust custody,
etc.):
a. It is allowed to report to the competent authority in several times within
1 year after resolution of the Shareholder's Meeting. The Company may issue
the shares in batches within 1 year after receiving approval
from the competent authority.
b. The attendance, proposal, speech, voting and voting rights of the
shareholders' meeting are the same as the ordinary shares of the company
issued and executed in accordance with the trust depository.
14.Any other matters that need to be specified:
The plan is passed by the resolution of the Shareholders' Meeting and the
Board of Directors is authorized to handle all the issues regarding the
issuance of Restricted Stock Awards. If any amendment hereto is necessary
due to any change of any laws or regulations or any requirement of the
competent authority, Chairman is authorized to make any necessary amendment
hereto and submit the revised Rules to the Board of Directors for approval,
before the RSAs may be granted.