Page 90 - TSMC 2022 Annual Report

Custody of the Restricted Employee Shares
Treatment of the the the Restricted Shares
for Which the the the Grantee Fails to Meet the the the Vesting Conditions after Receiving or Subscribing to the Shares
Number of Restricted Employee Shares
That Have Been Retired or Bought Back
Number of Restricted Employee Shares
That Have Vested
Number of Unvested Restricted Employee Shares
The Ratio of of Number of of Unvested Restricted Employee Share Share to the Total Number of Issued Shares
(%)
The Effect on Shareholders’ Equity
1 Upon the the the the the grant of the the the the the RSAs RSAs the the the the the RSAs RSAs shall be deposited in in a a a a a a trust/custody account Before the the the the the vesting conditions are fulfilled the the the the the executives cannot request the the the trustee/custodian to to to return to to to them the the the RSAs for any any reasons or or by any any means 2 During the the the period when the the the granted RSAs are deposited in in in in a a a a a a a a trust/custody account each executive must enter into an an agreement authorizing the the the Company to to to among others negotiate execute modify extend rescind and and terminate the the the trust/custody agreement with the the the trustee/custodian and and give instructions to to deliver use and and dispose of of any of of the the the properties under the the the trust/custody on on their behalf with full power and and authority 1 The Company Company will reclaim the the the the granted RSAs and cancel the the the the same at no extra cost to to the the the the Company Company where an an an an an an executive fails to to meet the the the the vesting conditions 2 Voluntary Separation separation separation with a a a a a a a a a a a a severance or or involuntary discharge: Any unvested RSAs will be forfeited on on on on the effective date of separation separation due to a a a a a a a a a a a a a a voluntary voluntary separation separation separation separation with a a a a a a a a a a a a a a severance or involuntary discharge of such executives The Company will reclaim the the RSAs granted to them and cancel the the same at no extra cost to the the Company 3 Leave Without Pay: All the the rights and obligations in in connection with the the unvested RSAs will not be affected as a a a a a a a a a result of executives taking extended leave
without pay However the the actual number of shares that may be be be be vested will not only be be be be calculated according to the the vesting conditions but also be be be be prorated based on on on on the the the the number of of months of of their service during the the the the year prior to the the the the applicable vesting day If such executives are on on on on leave
without pay on on on on any vesting vesting day it it shall be deemed that they fail to to meet the the the the the the vesting vesting conditions and and the the the the the the Company will reclaim the the the the the the RSAs granted to to them and and cancel the the the the the the same at no extra cost to the Company 4 Retirement: All the the the rights and obligations in connection with the the the unvested RSAs will not be affected as a a a a a a result of an an employee’s retirement However the the the actual number of shares that may be be be be vested shall shall be be be be calculated according to to the the the vesting condition and the the the performance rating granted to to them shall shall be be be be deemed “S” 5 Employment Termination Due to Death or Physical Disability Caused by Occupational Accidents: The unvested RSAs shall be deemed immediately vested vested in in the the the the case of death or physical disability due to an an occupational accident where the the the the RSAs vested shall be based on on on the the the the assumption that the the the the Company’s TSR equals to the the the the the the TSR of of S&P 500 IT Index and there is no further adjustment for the the the the the the Company’s ESG achievements In In the the the the the the case of of death the the the the the the respective heir(s) may apply for entitlement to those inheritable shares after completing all necessary legal procedures and providing relevant supporting documents In the case of physical disability caused by by occupational injury the vested RSAs will be received by by such executives 6 Position Transfer: Where any any any executives apply for transferring to to any any any of the the the Company’s subsidiaries affiliates or or other companies the the the measures to to be be taken with respect to their unvested RSAs will be be the the the same as as those specified in “Voluntary Separation” Where any executives are assigned by the the the Company Company to a a a a a a a a a a a position in in any any any of the the the the Company’s subsidiaries affiliates or other companies all the the the the rights and obligations in in connection with the the the the unvested RSAs will not be affected as as a a a a a a result However subject to the the vesting conditions such executives shall continue working in in in in the the assigned subsidiaries affiliates or other companies on on on on the the the the the the vesting vesting dates Otherwise they will will be considered to to fail to to meet the the the the the the vesting vesting conditions and the the the the the the Company will will reclaim the the the the the the RSAs granted to to to them and cancel the the the the the the same at at no extra cost to to to the the the the the the Company With respect to to to the the the the the the evaluation of of the the the the the the achievement of of individual performance goals Chairman and Chief Executive Officer will determine whether the the the the vesting conditions are met by reviewing the the the the evaluation of the the the the executives’ performance provided by the the assigned subsidiaries affiliates or or other companies 7 Where any any executives declare to to voluntarily relinquish the the the the granted granted RSAs RSAs with a a a a a a a a a a written statement the the the the Company will reclaim the the the the RSAs RSAs granted granted to to them and cancel the the same at no extra cost to the the Company 8 Where any any any any executives after being granted the the the RSAs breach any any any any agreement agreement with the the the Company Company employment agreement agreement or or violate the the the Company’s work rules the the the the the Company Company will reclaim the the the the the RSAs granted to to them and cancel the the the the the same at no extra cost to to the the the the the Company Company 9 Where any any any executives terminate or or revoke their authorization given to to the the the the Company Company regarding the the the the executive’s RSA trust/custody account the the the the Company Company will reclaim their unvested RSAs and cancel the the the same at no extra cost to the the the Company 419 466 shares 274 034 shares 693 500 shares 0 0 0 00267%
The potential dilution of the the the Company’s EPS is is minimal therefore there there is is no material impact on on shareholders’ interest 088
Note: The printed date of this Annual Report