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Notification Regarding Issuing of Stock Options to Directors
Tokyo, May 25, 2006 - Impress Holdings, Inc. (TSE: 9479) today announced that the companyfs board of directors today passed a resolution to propose the issuing of stock options as compensation to directors as per Article 361 of the Corporation Law. The proposal, detailed below, will be presented to the 14th Ordinary General Meeting of Shareholders, to be held on June 24, 2006.
Details
1. Overview of proposal
At the 4th Ordinary General Meeting of Shareholders, held on June 21, 1996, shareholders approved the granting of stock options to directors as compensation, with an upper limit of \250 million, to be included in the total amount approved as directorsf compensation (up to \500 million annually).
2. Reason for granting reservation rights for new shares
Reservation rights for new shares are to be granted gratis as stock options to directors in order to provide encouragement and incentive to directors to achieve growth in earnings, and through their management efforts, to create gains for all shareholders in the form of increased corporate value.
3. Overview of reservation rights for new shares (gstock optionsh)
| (1) |
Type and number of shares represented by stock options |
| |
A maximum of 2,000 ordinary shares annually.
In the event the Company carries out a stock split or reverse stock split, the following calculation method will be used adjust the number of shares to be issued. However, this calculation will be applied only to those stock options that have not been exercised at the time of the stock split, and any units of less than one share resulting from the adjustment will be disregarded.
|
| |
Adjusted no. of shares |
= |
No. of shares prior to adjustment |
X |
Stock split or reverse stock split ratio |
|
| |
In addition, if the Company enters into a merger or spinoff after the date on which the stock options are issued and these stock options remain in place, and it becomes necessary to adjust the above number of shares, the number of shares shall be adjusted using a rational method and formula. |
| (2) |
Total number of stock options |
| |
A maximum of 2,000 options annually.
One stock option shall represent one share. However, in the event the number of shares is adjusted as per the preceding subsection (1), the number of stock options will be adjusted using the same formula.
|
| (3) |
Amount to be paid for stock options |
| |
The stock options will be issued gratis. |
| (4) |
Value of assets to be financed when stock options are exercised |
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The value of assets to be financed upon the exercise of each stock option will be the following amount to be paid per share multiplied by the number of shares corresponding to one stock option.
The amount to be paid per share (the gexercise priceh) will be the average closing price of the Companyfs shares in ordinary trading at the Tokyo Stock Exchange for each day (excluding days on which no trades are concluded) of the month prior to the month in which the stock options are issued, multiplied by 1.02 (with amounts of less than one yen rounded up to the nearest yen).
However, if this amount is less than the closing price on the day on which the stock options are issued (in the event no trades are concluded on that day, the most recent day on which a trade is concluded), the exercise price will be the closing price on the issuing date.
In the event the Company carries out a stock split or reverse stock split, the exercise price shall be adjusted using the following formula, with amounts of less than one yen resulting from the adjustment rounded up to the nearest yen.
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| |
Adjusted exercise price |
= |
Exercise price prior to adjustment |
X |
1 |
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Stock split or reverse stock split ratio |
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In addition, in the event the Company issues new shares or retires treasury stock shares at a price less than the market price (excluding the exercise of stock options), the exercise price shall be adjusted using the following formula, with amounts of less than one yen resulting from the adjustment rounded up to the nearest yen. |
| |
Adjusted exercise price |
= |
Exercise price prior to adjustment |
X |
No. of shares previously issued |
+ |
No. of shares newly issuesxexercise price per share |
|
Share price prior to new issue |
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No. of shares previously issued+Increase in no. of shares from new issue |
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| (5) |
Exercise period for stock options |
| |
For eight (8) years from June 25, 2008 |
| (6) |
Restrictions on transfers of stock options |
| |
Any transfer of stock options requires the approval of the board of directors. |
| (7) |
Any other conditions related to this offering of stock options shall be determined by a resolution of the board of directors. |
Note: The details of this proposal when presented to the 14th Ordinary General Meeting of Shareholders, to be held on June 24, 2006, are subject to change.
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