Last checked at 27 Mar 2014 09:38
Subject: Acer BOD to Approve the Issuance of Restricted Stock Awards ("RSA") to Key Employees
Date of events: 2014/03/27
Contents:
1. Resolution date of the board of directors: 2014/03/27
2. Expected issue price: Granted to employees for free or by subscription at NT$10 per share tentatively. Upon the approval at the Annual Shareholders' Meeting, it is proposed that the Board of Directors is to be authorized to resolve the actual Issue Price on the Issue Date.
3. Expected total amounts (shares) of issuance: Not exceed 50,000 thousand shares
4. Determination of the terms and conditions:
(1)Vesting condition: Qualified with both of the time-based and performance-based requirements set by the issuance rules of the RSA.
(2)Type of shares: Common share of the Company.
(3)Handling of the shares that employees obtain by inheritance or fail to meet the vesting condition: The Company shall redeem or buy back at issuance price and then cancel all of those RSA that fail to meet the vesting condition.
5. Qualification requirements for employees:
For those employees who are full-time and outstanding by the Issue Date. The actual number of qualified employees shall be determined by salary, position, performance, contribution and any other factors, with consideration given to the Company's operational needs and business development strategy, pursuant to the issuance rules of the Restricted Stock Awards set by the Company within the extent permitted by law.
6. The reason why it is necessary to issue restricted stocks for employees:
To attract and retain talents, enhance employees' cohesion and sense of belonging to the Company, increase competitiveness, and foster the best interests of the Company and its shareholders.
7. Calculated expense amount:
Based on the closing price of NT$18 on March 5, 2014 for the common shares of the Company, with assumption of the shares subscripted fully at NT$10 per share, in consideration of employees' vesting period, stock price volatility and risk-free interest rate, etc., and then plugging into option pricing model, the yearly amortization of the expense amount for 2014, 2015, 2016, 2017 and 2018 is estimated to be NT$97.26M, NT$97.26M, NT$97.26M, NT$97.26M and NT$97.26M respectively.
If the Restricted Stock Awards are granted for free, the yearly amortization of the expense amount for 2014, 2015, 2016, 2017 and 2018 is estimated to be NT$180M, NT$180M, NT$180M, NT$ 180M and NT$180M respectively.
8. Dilution of EPS and other factors affecting shareholder's equity:
Based on the closing price of NT$18 on March 5, 2014 for the common shares of the Company, with assumption of the shares subscripted fully at NT$10 per share, in consideration of employees' vesting period, stock price volatility and risk-free interest rate, etc., and then plugging into option pricing model, the yearly dilution of the Company's EPS for 2014, 2015, 2016, 2017 and 2018 is approximately NT$0.035, NT$0.035, NT$0.035, NT$0.035 and NT$0.035 respectively.
If the Restricted Stock Awards are granted for free, the yearly dilution of the Company's EPS for 2014, 2015, 2016, 2017 and 2018 is approximately NT$0.065, NT$0.065 , NT$0.065, NT$0.065 and NT$0.065 respectively.
There is a limited dilution of the Company's future EPS, and there is no material impact on existing shareholders' equity.
9. Restricted rights before employees meet the vesting conditions:
With respect to the issuance of RSA, the relevant restrictions, important agreements and any other matters not set forth here shall be dealt with in accordance with the applicable laws and regulations and the issuance rules set by the Company.
10. Other important stipulations:
The RSA issued may be held in a security trust account.
11. Any other matters that need to be specified:
(1)If some revision or adjustment has to be made to due to the competent authority's instruction, amendment to the laws and regulations, financial market conditions or other objective circumstances, it is proposed that the Annual Shareholders' Meeting authorizes the Board of Directors with full power and authority to handle all the issues regarding the issuance of Restricted Stock Awards.
(2)This 50,000 thousand shares account for 1.78 % of the total number of the Company's issued shares of 2,806,107,828 shares after stock cancellation of the First Buyback in Year 2011 from the date of May 26, 2014.