MediaTek : Announcement on behalf of major subsidiary Airoha Technology Corp. for the Board of Directors resolution regarding Employee Stock Option Plan and the regulations

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Provided by: MediaTek Inc.
SEQ_NO	5	Date of announcement	2021/11/29	Time of announcement	19:52:55
Subject	Announcement on behalf of major subsidiary Airoha Technology Corp. for the Board of Directors resolution regarding Employee Stock Option Plan and the regulations
Date of events	2021/11/29	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2021/11/29 2.Issuance period: With the consent of the Board of Directors of the Company, the Chairman is authorized to determine the actual issue date. 3.Eligibility criteria for optionees: 3.1 Limited to employees in the Company and its controlling or subsidiary companies. ��Controlling or Subsidiary company�� means one of the following: 1. A company in which the Company directly or indirectly holds, or is held by, more than 50 percent (50%) of the voting rights; 2. a company of which the Company directly or indirectly controls, or is controlled by, its management of the personnel, financial or business operation; 3. a company of which a majority of executive shareholders or directors are simultaneously acting as executive shareholders or directors of the Company;4. a company in which a majority of the total number of outstanding voting shares or the total amount of the capital stock are held by the same shareholders of the Company. 3.2 The employees referred to in the regulations include full-time and part-time employees as defined below: (1) Full-time employees: employed and receive wages on a regular basis; (2) Part-time employees: engaged on an hourly basis or as a retainer, regular contractors and consultants. 3.3 The eligibility of optionees and the number of options they are granted will be approved by the Chairman with authorization of the Board of Directors, taking into account factors such as job performance, overall contribution, special merit, rank and/or seniority. 3.4 The number of shares subscribed by a single employee for each fiscal year shall not exceed one percent (1%) of the total number of shares outstanding at the end of the year. 4.Number of total issued units of the employee stock warrants: The total amount of the stock options is 2,155,464 units for Taiwanese optionees and 1,111,727 units for foreign optionees, each of which may subscribe 1 share. The total number of new common shares to be issued as a result of the exercise of the stock options is 2,155,464 shares for Taiwanese optionees and 1,111,727 shares for foreign optionees. If related laws are amended hereafter, these regulations shall be adjusted according to the laws, and the optionee shall have no objection. 5.Number of shares each stock warrant unit may subscribe for: each of which may subscribe 1 share. 6.Total number of new shares to be issued due to exercise of options, or the no.of shares for shares buyback as required by Article 28-2 of the Securities and Exchange Act: The total number of new common shares to be issued as a result of the exercise of the stock options is 2,155,464 shares for Taiwanese optionees and 1,111,727 shares for foreign optionees. 7.Subscription price: The subscription price per share shall be determined by the Board of Director with reference to the Company's operation performance and market conditions, etc., and shall not be less than the par value of the common shares. 8.Period of subscription rights: 1. The Company will grant optionee employee stock options on the date the optionee signs the employee stock warrant agreement (hereinafter referred to as the ��Grant Date��). 2. Taiwanese optionees shall, within four business days after receipt of notice of payment from the Company , and foreign optionees shall, within two months after the stock of Company are listed on a centralized exchange market and the designated accounts required by Chinese State Administration of Foreign Exchange is opened, pay the subscription price (hereinafter referred to as the ��Exercise Period��) in accordance with the price and the units of options as stipulated in these regulations and the employee stock warrants agreement. 3.The stock option will be valid from the Grant Date to the expiration of the Exercise Period, during which the stock options may not be transferred, pledged, assigned as a gift, or otherwise disposed, except by inheritance. After the expiration of the effective period, the unexercised employee's options shall be regarded as a waiver, and the optionee shall not claim his rights to the share. 9.Types of shares which may be subscribed for:Common shares of the Company. 10.Handling method for employee resignation/inheritance: 1. Resignation: When an optionee resigns after having been granted stock options, he may exercise the option during the Exercise Period. All right of unvested options shall be deemed to be waived on the date of resignation. 2. If optionee who has been granted the options is dismissed by the Company for violation of a labor contract, appointment contract, or work rules, it shall be deemed to be a waiver of the right to exercise option on the date of dismissal. 3. Retirement: When an optionee retires after having been granted stock options, he may exercise the option during Exercise Period. When the non-compete clause is violated, the Company shall have the right to withdraw and cancel the options free of charge. All right of unvested options shall be deemed to be waived on the date of retirement. 4. Death: A granted option which is inherited by the heir at the time of the death of the optionee must be exercised within the Exercise Period. For those who obtain the right to exercise options duly as heirs, they shall complete all statutory procedures and provide supporting documents in accordance with inheritance related laws of country of their nationality and the regulations of the Company at the time of death in order to exercise their inherited subscription rights. However, any application and subscription procedures shall not be made after the effective duration of stock options. 5. Disability caused by work injury: In the event that an employee becomes physically disabled and cannot continue his employment due to a work injury, he may exercise all options during Exercise Period. 6. Suspension without pay: Where the Company approves the suspension of an optionee without pay, the right and obligation of the option which has been granted will not be affected by the suspension without pay. 7. Severance: If optionee has been granted stock options, he may exercise the option during the Exercise Period. The optionee shall be deemed to have waived their subscription rights if he does not exercise the option within the aforementioned period. All rights for unvested stock options shall be deemed as waived upon the date of such severance. 8. Transfer: Due to the operating requirements of the Company, in the event that an optionee is transferred to an affiliated company as instructed by the Company, the rights and obligations of the stock options granted will not be affected by such transfer. 11.Other criteria for subscription: The Company will cancel any stock options on which the rights have been waived, and such options shall not be issued again. 12.Method for performance of contract: The Company will issue new shares. 13.Adjustment of subscription price:None. 14.Procedures for exercising options: 1. Except during the statutory book closure period, optionees may apply to the Company to exercise options in accordance with these regulations. 2. Upon receipt of the exercise request, the Company shall inform the optionee to make payment for shares to the designated bank within the designated period. Optionee shall not revoke his exercise request once he makes the payment. Any delayed payment shall be deemed as a waiver of subscription rights for the said request, and no shares shall be deemed as subscribed by request without payment. 3. Taiwanese optionees: After confirming the receipt of the full payment, the Company shall set the record date for issuing new shares and apply for registration of changes of capital amount to the competent authorities, and the non-physical shares shall be delivered to the employees after the competent authorities approve the registration of the changes. Foreign optionees: After confirming the receipt of the full payment, the Company or the stock agent (if applicable) shall deliver the newly issued non-physical shares of the Company to the employees through the book-entry system of Taiwan Depository & Clearing Corporation and specify the employee��s name and shares subscribed by such employee on the shareholder register of the Company within five business days. 15.Rights and obligations after exercising options: The rights and obligations of the common shares of the Company delivered under these regulations shall be the same as that of the common shares of the Company. The taxes arising from the shares subscribed by optionee under these regulations and the taxes generated by share exchange will be as prescribed by relevant tax regulations established by the competent authority. Oversea (Chinese) Employee Collective Investment Account Chinese optionee shall deposit the common shares granted by the Company in Chinese Employee Collective Investment Account set up by the designated bank by the Company. The representative of the Company will open the account for selling common shares granted according to these regulations. At the time Employee Collective Investment Account is opened, the optionees shall be the employees of Company or its controlling or subsidiary companies except those suffer work injury. If optionee dies before the Employee Collective Investment Account is opened, his heir may open the account. 16.Record date for any additional share exchange, stock swap, or subscription: None. 17.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:None. 18.Other important terms and conditions: These regulations shall be adopted with the consent of the Board of Directors of the Company. Any other matters not set forth herein shall be dealt with in accordance with relevant laws and the Articles of Association of the Company. 19.Any other matters that need to be specified:None.