About Granting of Stock Options with Subscription RightsMay 21, 2002
SOFTBANK CORP. announces that the board of directors on May 21, 2002 decided to submit to the 22nd regular general meeting scheduled for 21. June, 2002 (Friday) the following proposal of issuing stock options that entitle the holders to subscribe for new company shares in compliance with Article 280-20 and 280-21. of the commercial law.
Proposal Concerning Stock Options with Subscription Right
1. Purpose of issuing subscription rights on an especially advantageous term to those other than stockholders
SOFTBANK CORP. intends to issue stock options with subscription rights free of charge to directors and employees of, and persons decided to be hired by SOFTBANK CORP. and wholly owned subsidiaries of the Company to provide them incentive and motivation for improving the Company’s performance.
2. Matters Pertaining to the Issuance of Subscription Rights
(1) Persons to Get Allotment
Directors and employees of, and persons decided to be hired by SOFTBANK CORP. and wholly owned subsidiaries of the Company
(2) Type and Number of Shares to be Issued for the Purpose of Issuing Subscription Rights
Up to 1,400,000 shares of SOFTBANK CORP.’s common stock
If adjustment is made to the number of shares to be issued per subscription right (hereinafter referred to as “Number of Share Allotment”) as mentioned in (3) below, the number of shares to be issued for the purpose of issuing subscription rights is also to be adjusted, i.e. number of share allotment times total number of subscription rights to be issued.
(3) Total Number of Subscription Rights to Be Issued
Up to 14,000
Number of Share Allotment shall be 100. However, when SOFTBANK CORP. exercises split-up or split-down of the company’s stock after the day the subscription rights are issued (hereinafter “Day of Issue”), the Number of Share Allotment is also to be adjusted in proportion to the split ratio. Fractions of a share resulting from this adjustment shall be discarded.
(4) Offering Price of Subscription Rights
Free of charge
(5) Payment Due upon Exercise of Subscription Rights
The payment due upon exercising subscription rights (hereinafter “Exercise Price”) per share shall be determined by multiplying 1.03 by the daily closing price average, excluding non-trading days, of SOFTBANK CORP.’s common stock ordinarily traded on the Tokyo Stock Exchange during the month prior to the Day of Issue or the closing price quoted on the Day of Issue - whichever is higher. Fractions shall be rounded up to the nearest yen.
In the event that SOFTBANK Corp. exercises split-up of its stock, issues new shares or disposes of its own shares at a lower price than the market price (excluding the exercise of subscription rights or warrant rights), the Exercise Price shall be adjusted in accordance with the following formula. Fractions of a yen resulting from this adjustment shall be rounded up to the nearest yen.
In the above formula, “No. of Shares Already Issued” shall be defined as the number of shares of common stock issued excluding the number of shares held in treasury. In the event that SOFTBANK CORP. disposes of its treasury stocks, “No. of Newly Issued Shares” shall be read as “Treasury Stock Retired” and “Market Price before Split or New Issuance” as “Market Price before Disposal”.
When it is necessary to adjust the Exercise Price, such as in the event that SOFTBANK CORP. carries out a merger, split, capital reduction, stock split-down and in some other eligible cases, the Exercise Price shall be appropriately adjusted within a reasonable limit.
(6) Period to Exercise Subscription Period
From July 1, 2003 through to June 30,2008
(7) Conditions for Exercise of Subscription Period
1. Holders should be directors, auditors, employees or persons in a corresponding position at the time of exercise.
2. In the event that a holder dies, his/her successor(s) shall have the right to exercise within the conditions stipulated in the contract of subscription rights allotment.
3. A holder is not allowed to transfer, pledge or carry out other disposals of the right.
4. Other conditions for exercise of the right shall be provided in the contract of subscription rights allotment settled between SOFTBANK CORP. and the person who will be granted the subscription right.
(8) Transfer of Subscription Rights
Any transfer of subscription rights needs the approval of the board of directors.
(9) Cases and Conditions of Retirement of Subscription Rights
1. SOFTBANK CORP. has the right to retire the subscription rights without compensation when a bill of merger contract in which SOFTBANK CORP. is in a position of an absorbed company, a bill of stock exchange contract in which the company will be a wholly owned subsidiary of another company, or a bill of stock transfer is approved by the companys general meeting of shareholders.
2. SOFTBANK CORP. has the right to retire the subscription rights without compensation when a person granted subscription rights loses his/her right because he/she does not satisfy the requirements any more or renounces the whole or a part of the subscription rights.
3. SOFTBANK CORP. further reserves the right to acquire and retire the subscription rights without compensation at any time for any reasons.
- *Specific conditions about issuance and allotment of subscription rights will be determined by the resolution of the board of directors to be held after the 22nd regular general meeting scheduled for June 21, 2002 provided that the above proposal is approved by the 22nd regular general meeting.
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