Page 347 - TSMC 2022 Annual Report

26. SHARE-BASED PAYMENT ARRANGEMENTS
a. Equity-settled share-based payment- RSAs The RSAs in each year are as follows:
Resolution Date of the Company’s
shareholders in its meeting
Resolution Date of the Company’s Board
of Directors in its meeting Issuance of stocks (in thousands) Eligible employees
Grant date / Issuance date
Vesting conditions of the aforementioned arrangement are as follow: 1) The RSAs granted to eligible employees can only be vested if
The Company’s TSR relative to the
TSR of S&P 500 IT Index
Above the Index by X percentage points Equal to the Index
Below the Index by X percentage points
Ratio of Shares to be Vested
50% + X * 2.5%, with the maximum of 100% 50%
50% - X * 2.5%, with the minimum of 0%
2022 RSAs
June 8, 2022 February 14, 2023
2,110
Executive officers and non-
2021 RSAs
July 26, 2021 February 15, 2022
1,387 Executive officers
March 1, 2022
executive officers March 1, 2023
 the employee remains employed by the Company or the subsidiaries on the last date of each vesting period;
 during the vesting period, the employee may not breach any agreement with the Company or the subsidiaries or violate the Company’s work rules; and
 certain employee performance metrics and the Company’s or the subsidiaries’ business performance metrics are met.
2) The maximum percentage of granted RSAs that may be vested each year shall be as follows: one-year anniversary of the grant: 50%; two-year anniversary of the grant: 25%; and three-year anniversary of the grant: 25%; provided that the actual percentage and number of the RSAs to be vested in each year will be calculated based on the achievement of the Company’s business performance metrics.
3) For eligible executive officers of the Company: The maximum number of RSAs that may be vested in each year will be set as 110%, among which 100% will be subject to a calculation based on the Company’s relative Total Shareholder Return (”TSR”, including capital gains and dividends) achievement to determine the number of RSAs to be vested; this number will be further subject to a modifier to increase or decrease up to 10% based on the Compensation Committee’s (rename to Compensation and People Development Committee from February 14, 2023) evaluation of the Company’s Environmental, Social, and Governance (”ESG”) achievements. The number of shares so calculated should be rounded down to the nearest integral.
- 161 -
- 161 -