SOFTBANK issues Stock Acquisition Rights for Stock OptionsMay 10, 2004
SOFTBANK CORP. (the “Company”) announces that the Board of Directors resolved today that the issue of Stock Acquisition Rights as stock options pursuant to Articles 280-20 and 280-21 of the Commercial Code of Japan will be proposed for approval at the 24th ordinary general meeting of shareholders of the Company to be held on June 24, 2004.
1. Reason for issuing Stock Acquisition Rights with specially favorable terms and conditions to parties other than stockholders
The Company will allot Stock Acquisition Rights as stock options free of charge for providing directors, advisers and employees of the Company and its subsidiaries, and those who are scheduled to be employed by the Company and its subsidiaries as employees with further incentive for enhancement of the Company’s business worth.
2. Matters pertaining to the issuance of Stock Acquisition Rights
(1) Individuals who will be allotted Stock Acquisition Rights
Directors, advisers and employees of the Company and its subsidiaries, and those who are scheduled to be employed by the Company and its subsidiaries as employees
(2) Class and total number of shares to be issued for the purpose of granting Stock Acquisition Rights
Up to 3,500,000 shares of common stock
In the event that the number of shares allocated per Stock Acquisition Rights (as defined below) is adjusted in accordance with (3) mentioned below, the maximum number of shares to be issued for the purpose of granting Stock Acquisition Rights shall be calculated by multiplying the aggregate number of Stock Acquisition rights to be issued by the number of shares after such adjustment.
(3) Aggregate number of Stock Acquisition Rights to be issued
Up to 35,000
The number of shares per Stock Acquisition Right (hereinafter the “number of shares granted”) shall be 100. Provided, however, that in the event that the Company makes a stock split or stock consolidation for its common stock on and after the date on which Stock Acquisition Rights are issued (hereinafter the “issue date”), the number of shares granted shall be adjusted proportionately based on the stock split or stock consolidation ratio. Fractions less than one share arising out of such adjustment shall be discarded.
(4) Issue Price of Stock Acquisition Rights
Free of charge
(5) Total Amount Due Upon Exercise of Stock Acquisition Rights
The amount to be paid per share upon the exercise of the Stock Acquisition Rights (the “Exercise Price”) shall be the amount which is the average of the closing prices of the Company’s share of common stock on the Tokyo stock Exchange on each day (other than any day on which no sale is reported) of the month immediately preceding the month in which the date of the issue of the Stock Acquisition Rights falls or the closing price reported on the issue date of the Stock Acquisition Rights (the closing price of the immediately preceding day, in case no sale is reported on the day of the issue), whichever is higher, multiplied by 1.03 with any amount less than one Japanese yen arising out of such calculation to be rounded upward to the nearest yen. In case that the Company makes a stock split and/or in case that the Company issues new shares or disposes of its treasury stock at a price less than the current market price (other than shares issued upon exercise of Stock Acquisition Rights or subscription rights), the Exercise Price shall be adjusted in accordance with the following formula (the “adjustment formula for the Exercise Price”) with any amount less than one Japanese yen arising out of such calculation to be rounded upward to the nearest yen.
In the above calculation formula, “No. of shares issued” shall mean such number of shares obtained by deducting the number of treasury shares kept by the Company from the total number of shares of the Company issued. In the case of disposal of existing treasury shares, “No. of shares increased after stock split and new issue” and “Share price prior to stock split and new issue” shall be interpreted to read “Number of treasury shares to be disposed of” and “Share price prior to disposal” respectively.
Furthermore, in the case that the Company makes mergers with another company, division, capital decrease, reverse split or in other similar cases where the Exercise Price needs to be adjusted, the Exercise Price shall be appropriately adjusted within the rational bounds.
(6) Exercise Period of the Stock Acquisition Rights
The Period which will be determined by the Board of Directors within the range of July 1, 2005 to June 30, 2010.
(7) Conditions for exercise of Stock Acquisition Rights
1: Individuals who are allotted the Stock Acquisition Rights (the “Holders”) must have positions in Directors, advisers, auditors or employees of the Company or its subsidiaries, or equal positions upon the exercise of the Stock Acquisition Rights.
2: In the case of the dead of the Holders, its heir may exercise the Stock Acquisition Rights under the provision of Agreement of Allotment of Stock Acquisition Rights.
3: The Stock Acquisition Rights may not be sold, transferred, pledged or disposed of.
4: Other conditions for exercise of Stock Acquisition Rights are under the provision of Agreement of Allotment of Stock Acquisition Rights concluded between the Company and the Holders.
(8) Transfer restrictions on Stock Acquisition Rights
Any transfer of Stock Acquisition Rights shall be subject to approval of the Board of Directors of the Company.
(9) Events and conditions of cancellation of Stock Acquisition Rights
1: In case an agenda for approval of a merger agreement, under which the Company is dissolved, is approved at a general meeting of shareholders of the Company, or in case an agenda for approval of a stock exchange agreement or an agenda for approval of a stock transfer at a general meeting of shareholders of the Company, the Company may cancel the Stock Acquisition Rights without compensation.
2: In case holders of the Stock Acquisition Rights no longer fulfill the conditions for exercise of Stock Acquisition Rights, or holders of the Stock Acquisition Rights renounce a part of or all the Stock Acquisition Rights, the Company may cancel the Stock Acquisition Rights without compensation.
3: Furthermore, the Company may, at any time, acquire and cancel the Stock Acquisition Rights without compensation.
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