EXHIBIT 10.50
I, Joseph Tung, certify that set forth below is a fair and accurate English
translation of the required document included as an exhibit to this Registration
Statement.
By: /s/ JOSEPH TUNG
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Title: Chief Financial Officer
Dated: March 31, 2003
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
2002 EMPLOYEE STOCK OPTION PLAN
1. PURPOSE
The 2002 Employee Stock Option Plan (the "Plan") of Advanced Semiconductor
Engineering, Inc. (the "Company") is made for the purposes of attracting
professionals needed by the Company, encouraging employees, increasing
employees' recognition of the Company and creating more profits for the
Company and its shareholders. The Plan is made in compliance with article
28-3 of Securities and Exchange Law, the Guidelines for Handling Issuance
and Offer of Securities by Issuers issued by the Securities and Futures
Commission of Ministry of Finance and relevant laws and regulations.
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2. ISSUE PERIOD
Within one (1) year from the date on which the report of the Plan filed
with the competent authority becomes effective (the "Effective Date"), the
Company may, depending actual needs, issue the options covered herein
("Options") in one or more tranches. The actual issue date(s) will be
determined by the Chairman of the Board of Directors of the Company (the
"Chairman").
3. QUALIFICATIONS OF EMPLOYEES
The Plan applies only to full-time employees of the Company or its domestic
or foreign subsidiaries. The Chairman shall nominate and submit to the
Board of Directors for approval the employees who are entitled to Options
and the number of the Options to be granted to him/her based on his/her
seniority, ranking, performance, over-all contribution,
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special achievement, etc.
The total number of Options granted to any employee in any tranche shall
not exceed ten percent (10%) of the total number of Options issued in that
tranche. The total number of shares subscribed by each employee by way of
exercising Options granted to him/her within each fiscal year shall not
exceed one percent (1%) of the total issued and outstanding common shares
of the Company at the end of each such fiscal year.
4. TOTAL NUMBER OF OPTIONS TO BE GRANTED
The total number of Options to be issued under the Plan shall be one
hundred and sixty million (160,000,000). Each Option is entitled to
subscribe one (1) common share of the Company. The total number of common
shares of the Company to be reserved for the Options shall be one hundred
and sixty million (160,000,000) shares.
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5. TERMS AND CONDITIONS
(1) Exercise Price
The exercise price of the Options shall be the closing price of the
Company's common shares on the date that the Options are issued.
(2) Vesting Schedule
The Options will expire at the end of the tenth year from the issue
date ("Expiry Date"). The Options may not be transferred, except by
inheritance. If the employee or his/her inheritor is unable to
exercise
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the Options before the Expiry Date, such Options shall elapse and be
cancelled.
The Options shall become exercisable from the date two (2) years after
the issue date thereof ("Waiting Period"), and the percentage of
exercisable Options in different time periods are set forth below.
Number of Years after the Accumulated Percentage of
Issue Date Options Exercisable
-----------------------------------------------------------
2 years 40%
2.5 years 50%
3 years 60%
3.5 years 70%
4 years 80%
4.5 years 90%
5 years 100%
(3) The Company shall have the right to revoke and cancel any Option, which is
not exercisable, granted to an employee if he/she has any material
misconducts by way of violating the employment contract or codes of the
Company or any significantly poor performance.
(4) Type of Shares Underlying the Options.
Common shares of the Company shall be the underlying shares of the Options.
(5) Termination of Employment
If an employee's employment is terminated, he/she shall exercise options in
accordance with the following provisions:
a. Voluntary Resignation, Lay-off and Unemployment
Exercisable Options can be still exercised within three (3) months
after the termination of employment relationship. Unexercised Options
shall be cancelled immediately on the termination date.
b. Retirement ---
Except being subject to the Waiting Period, Options can be exercised
without following 5 (2) above.
c. on Leave Without Pay ---
In case the employee is approved to be on leave without pay,
exercisable Options can be exercised within three (3) months from the
effective date of the leave. If Options are not exercised within such
three-month period, the Options cannot be exercised until the
employee's reinstatement. With respect to
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non-exercisable Options, the calculation of years and percentages
as set forth in Paragraph 5(2) above shall suspend during the
period of leave and shall be resumed after the employee's
reinstatement, subject to the ten-year period set forth in
Paragraph 5(2) above.
d. Death ---
If the employee's employment with the Company or its subsidiaries
is terminated by reason of death, the employee's heir(s) shall
have the right to exercise the Options having been granted to the
said employee. Except being subject to the Waiting Period, all
such Options are exercisable, regardless of the schedule set
forth in Paragraph 5(2) above.
e. Death or Disability Caused by Injury in Work ---
(a) Except being subject to the Waiting Period, all Options are
exercisable upon the unemployment of the employee due to any
disability caused by injury in work, regardless of the
schedule set forth in Paragraph 5(2) above.
(b) Except being subject to the Waiting Period, all Options are
exercisable by the heir(s) upon the death of the employee
caused by injury in work, regardless of the schedule set
forth in Paragraph 5(2) above.
f. Transfer to Affiliates ---
In case the employee is transferred to an affiliate of the
Company due to business requirements, the rights and obligations
of the Options having been granted to such employee shall not be
affected by such transfer.
g. If the employee or his/her heir(s) fail to exercise the Options
within the periods set forth above, the unexercised Options shall
expire and become invalid.
(6) Elapsed Stock Options
Any Option that elapses shall be cancelled.
6. UNDERLYING SHARES
The Company will issue new common shares as the underlying shares.
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7. ADJUSTMENTS OF THE EXERCISE PRICE
(1) The exercise price of the Options shall subject to adjustment in
accordance with the following formula upon events resulting in changes
in Company's paid-in capital, such as issue of new common shares for
cash, capitalization of retained earnings and/or capital reserves,
stock split, or the issuance of depositary receipts with primary
common shares being the underlying securities. Unless otherwise
regulated by applicable laws and regulations or an approval from the
relevant authority is required, any additional entitlement
certificates resulted from the adjustment of the exercise price will
be issued to the holders of entitlement certificates, who are
registered in the shareholders' registry. The actual date of such
issue of additional entitlement certificates will be determined by the
Chairman. Fractional entitlement certificates shall not be issued on
the exercise of Options and no payment will be made, in cash or any
other form, to account for such fractional entitlement certificates.
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NEP = OEP x [N + (PNI x n)/OEP] / [N + n]
Where: NEP = New Exercise Price, the exercise price after adjustment
OEP = Old Exercise Price, the exercise price before adjustment
N = the number of outstanding common shares (not including
outstanding entitlement certificates or outstanding
convertible bonds)
n = the number of new common shares
PNI = Offering price of new shares (PNI shall be zero in the
event that new shares are issued due to capitalization
of retained earnings and/or capital reserves due to
stock split)
Nevertheless, the exercise price will not be adjusted in case of issue
of new common shares due to mergers. If the exercise price after
adjustment exceeds that before adjustment, no adjustment shall be
made.
(2) When the Company distributes cash dividends, the exercise price shall
be adjusted pari passu. Unless otherwise regulated by applicable laws
and regulations or an approval from the relevant authority is
required, additional entitlement certificates will be issued in
accordance with the principle stated in the last paragraph of
Paragraph 7(1) above, as based on the adjustment to the exercise
price, to the holders of entitlement certificates who are registered
in the shareholders' registry.
(3) If the number of shares allocated for the Options in the Company's
Articles of Incorporation becomes insufficient due to the issue of
additional entitlement certificates in case of occurrence of any event
above, no additional entitlement certificates will be issued until the
Company's Articles of Incorporation shall be amended to cover the
shares in shortage.
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8. Procedures for Exercising Options
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(1) Except during a period in which the Company's shareholders' registry
is closed as required by relevant laws and regulations, employees may
exercise the Options in accordance with the schedule set forth in
Paragraph 5(2) above by submitting a written notice (the "Exercise
Notice") to the stock affairs agent of the Company (the "Transfer
Agent").
(2) The Transfer Agent shall inform the employee to make payments for the
exercised Options to a designated bank upon the receipt of the
Exercise Notice. The Exercise Notice shall not be withdrawn once the
payment has been made.
(3) The Transfer Agent shall, upon confirmation of payment(s), register
the employee and the number of shares subscribed by him/her by way of
exercise of the Options onto the Company's shareholders' registry and
shall, within five (5) business days, issue entitlement certificates
to such employee through central depositary clearance system.
(4) Entitlement certificates are tradable on the Taiwan Stock Exchange
upon delivery to the employee.
(5) During each fiscal year, the following three (3) dates are the
consolidation dates on which all issued entitlement certificates will
be consolidated for the purpose of issuing common shares:
a. The record date fixed by the Company for distributing dividends
to shareholders; or, the date of the annual shareholders' meeting
in the event that no dividend is distributed;
b. September 30; and
c. December 28.
(6) The Company shall deliver common shares of the Company to employee in
exchange for entitlement certificates through central depositary
clearance system after the Company concludes related procedures of
increasing its registered paid-in capital.
(7) In the event that any amendment to the relevant laws and regulations
consequently permitting the Company to deliver shares upon the
exercise of employee stock options, the Company shall act in
accordance with the amended laws and regulations.
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9. RIGHTS AND OBLIGATIONS AFTER EXERCISING OPTIONS
The holders of entitlement certificates of the Company shall have the same
rights, obligations and privileges as holders of common shares of the
Company, except for the rights with respect to dividends or preemptive
rights to subscribe newly issued shares.
10. CONFIDENTIALITY
Unless otherwise requested by the competent Authority or laws and
regulations, employees shall keep confidential the information relating to
the Options or its content. In case of violation of the confidentiality
liability, the Company may act in accordance with Paragraph 5(3) above.
11. IMPLEMENTATION RULES
The Company will notify the employee under separate cover with regard to
the number of Options granted to him/her and procedures related to
exercises of Options and payments thereof, issue of entitlement
certificates and replacement of entitlement certificates with common
shares.
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12. MISCELLANEOUS
(1) The Plan, and its amendments, shall become effective upon obtaining
approval from the Company's Board of Directors and the competent
authority.
(2) Any other matters not set forth in the Plan shall be dealt with in
accordance with the applicable laws and regulations.
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