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Contents - MiTAC

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3.10 Employee Stock Options<br />

3.10.1 Overview of Employee Stock Options<br />

Category 2001, First Issue of Employee Stock Options<br />

Executive Approval Date September 13, 2001<br />

Issuance Date October 18, 2001<br />

Issuance Units 99,000<br />

Number of Shares for Purchase as<br />

Proportion of Total Shares Issued<br />

9.50%<br />

Shareholding Period 6 years<br />

Method of Provision Issuance of new shares<br />

Period and Proportional Limitations<br />

on Exercise of Options (%)<br />

Note: To the quarter completed prior to the printing date of this annual report.<br />

- 22 -<br />

April 1, 2003<br />

3.10.2 Names of Managers With Employee Stock Option Vouchers and Employees Among<br />

Top Ten In Terms of Number of Shares For Which Options are Held and Whose<br />

Purchase Value is at Least NT$30 Million, Options Acquired, Status of Options<br />

Title Name<br />

No. of shares<br />

acquired<br />

Option<br />

Persons exercising stock options must do so in accordance with the timing<br />

specified by item 2 under the Article 5 of these procedures exercise these<br />

rights, and complete an application form for doing so, presenting this to the<br />

company's stock agency for processing, with right to exercise suspended<br />

during a period commencing at least three business days prior to a legal<br />

transfer or rights, the date of declaration by the Company to the Taiwan<br />

Securities Exchange of intent to disburse a stock dividend or cash interest<br />

on stock, until the day appointed for disbursement of the same.<br />

Number of Shares Already Acquired<br />

23,466,000 shares<br />

Through Exercised Options<br />

Value of Stocks in Exercised Options NT$ 218,232,000<br />

Number of Shares In Unexercised<br />

75,534,000 shares<br />

Options<br />

Exercise Price of Unexercised<br />

NT$ 9.3/share<br />

Options<br />

Number of Shares In Unexercised<br />

Options as Share of Total Issued 7.1%<br />

Shares<br />

Persons with stock option rights conferred by the Company may only<br />

exercise such rights in accordance with the timetable specified in these<br />

Impact on Stockholder equity<br />

regulations, and only after a period of two years has elapsed since the<br />

option voucher was issued to the employee. Therefore, there will be no<br />

significant dilution of earnings per share, nor compromises to stockholder<br />

equity.<br />

No. of Shares<br />

in Acquired<br />

Options as<br />

No. of Shares Price Amount<br />

Percentage of<br />

Total Shares<br />

April 1, 2003<br />

Already Exercised Not Exercised<br />

No. of Shares<br />

as % of Total<br />

Issued Shared<br />

No. of<br />

Shares<br />

Price Amount<br />

No. of Shares<br />

as % of Total<br />

Issued Shared<br />

CEO Matthew Miau<br />

Corporate<br />

President<br />

Francis Tsai<br />

8,500,000 0.80% 0 -- 0 0.00% 8,500,000 9.3 79,050,000 0.80%<br />

General<br />

Manager<br />

Billy Ho<br />

Vice GM C.J. Lin<br />

Vice GM C.S. Chen<br />

Vice GM C.H. Wang<br />

Vice GM Percy Chen<br />

Vice GM Gino Chang<br />

Vice GM James Yuan<br />

Vice GM<br />

Vice GM<br />

Samuel Wang<br />

Tod Chang<br />

9,380,000 0.88% 845,000 9.3 7,858,500 0.74% 8,535,000 9.3 79,375,500 0.80%<br />

Vice GM Stone Chen<br />

Vice GM Michael Lin<br />

Vice GM Stone Lin<br />

Vice GM Raymond Lee<br />

Vice GM Jack Kuo<br />

Vice GM C.P. Lee<br />

Note: To the quarter completed prior to the printing date of this annual report.

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