Tokyo, May 25, 2006 - Impress Holdings, Inc. (TSE: 9479) today announced that the companyfs board of directors today passed a resolution to propose the granting to the board of directors the authority to issue reservation rights for new shares with preferential conditions, as stock options, to employees of the Company and directors and employees of the Companyfs subsidiaries, as per Articles 238 and 239 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.
1. Reason for granting reservation rights for new shares with preferential conditions
Reservation rights for new shares are to be granted gratis as stock options to certain employees of the Company and directors and employees of the Companyfs subsidiaries, in order to provide encouragement and incentive to achieve growth in earnings.
| (1) |
Persons eligible for stock option allocations |
| |
Employees of the Company and directors and employees of the Companyfs subsidiaries |
| (2) |
Type and number of shares represented by stock options |
| |
A maximum of 4,000 ordinary shares.
However, 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. |
| (3) |
Total number of stock options |
| |
A maximum of 4,000 options.
One stock option shall represent one share. However, in the event the number of shares is adjusted as per the preceding subsection (2), the number of stock options will be adjusted using the same formula.
|
| (4) |
Issuing price of stock options: Gratis. |
| |
|
| (5) |
Value of assets to be financed when stock options are exercised |
| |
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.
|
| |
Adjusted exercise price |
= |
Exercise price prior to adjustment |
X |
1 |
|
Stock split or reverse stock split ratio |
|
| |
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 |
|
No. of shares previously issued+Increase in no. of shares from new issue |
|
| (6) |
Exercise period for stock options |
| |
For eight (8) years from June 25, 2008 |
| (7) |
Items related to additions to capital and capital reserve when shares are issued for the exercising of stock options |
| |
| 1) |
The amount to be added to capital when shares are issued for the exercising of stock options shall be one-half (1/2) of the maximum amount of capital increase calculated as per Article 40, Section 1 of the Companyfs accounting policies, with amounts of less than one yen resulting from the calculation rounded up to the nearest yen. |
| 2) |
When shares are issued for the exercising of stock options, the capital reserve shall be reduced by the amount of capital increase calculated as per the preceding Section 7-1. |
|
| (8) |
Conditions for exercising stock options |
| |
| 1) |
In the event the recipient of stock options dies, their legal heir may exercise those stock options. |
| 2) |
Recipients of stock options may not sell, pledge or otherwise dispose of their stock option rights. |
| 3) |
Other conditions shall be determined as per the contract regarding stock option allocations to be concluded between the Company and the recipient of stock options, based on the approval of this general meeting of shareholders and a resolution of the board of directors. |
|
| (9) |
Acquisition of stock options |
| |
In the event a person receiving an allocation of stock options ceases to meet the conditions for exercising stock options as per the contract regarding stock option allocations, the options allocated to that person will be acquired without compensation |
| (10) |
Restrictions on transfers of stock options |
| |
Any transfer of stock options requires the approval of the board of directors. |
| (11) |
Detailed items regarding the stock options, and any other items not stipulated above, shall be determined by a resolution of the board of directors. |
