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February 20, 2003
| Notice on
the Granting of Stock Options |
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Pursuant to Articles 280-20 and 280-21 of the
Japanese Commercial Code, AnGes MG, Inc. Board of Directors
came to a decision at its meeting convened on February 20, 2003,
that granting of stock option privileges shall be submitted
for discussion at the General Shareholders' Meeting scheduled
on March 27, 2003.
1.Reasons for a stock option
to be issued on favorable terms and conditions
Stock options shall be issued free of charge to improve corporate
awareness and participation and provide further incentives to
enhance corporate value for directors, employees of the Company
or its subsidiaries, as well as for individuals who plan to
join the organization.
2.Overview of stock option
| (1) |
The types and number
of shares that the
stock options will be granted for: |
A maximum of 2,500 shares of common stock.
In the event that stock splits or reverse stock splits are to
be made by the Company, the number of stocks in question shall
be adjusted according to the following formula. Such adjustment
is to be made to the number of stocks for which the options
yet to be exercised at that point. Fraction shares (less than
one) remaining after such adjustments shall be omitted.
The number of shares after adjustment
= the number of shares before adjustment _ stock split ratio/reverse
stock split ratio
(2)The total number of
stock options to be granted.
A maximum of 2,500 options (one stock option entitles the bearer
to acquire one share)
(3)The stock option price
(Free of charge)
(4)Amount to be paid when
the stock option is exercised
The amount to be paid when the stock option is exercised (also
referred to as the strike price) is to be set at 1.05 times
of the one month weighted average closing price of an ordinary
share of stock traded on Tokyo Stock Exchange, with the one-month
period ending on the day the stock option is issued. The weighted
average value is to be rounded to the nearest yen.
Further, the higher of the two - the weighted average closing
price described above, or the closing price on the day the stock
option is issued - is to be used as the valuation base.
In the event that new stocks have been issued pursuant to the
present agreement and the new stocks are issued below the current
market price, or when the treasury stock is accounted for below
the current market price (excluding the cases when the shares
are publicly issued at current market price, also when the subscription
rights for new stocks are used pursuant to Article 280-19 of
the Japanese Commercial Code prior to its revision on April
1, 2002 and Article 11-5 of the Law of the Promotion of New
Business Creation - both cases referred to as the [regular]
new stock issuance), the strike price is to be calculated according
to the formula below. Please note that the number of existing
stocks does not account for the treasury stocks held prior to
the (regular) new stock issuance.
A = B × [(C+ D/E)/F] (1)
In the event the Company implements stock splits (or reverse
stock splits) after issuing the stock option, the strike price
shall be adjusted accordingly using the formula below as of
the effective date above, and fractional numbers less than 1
yen shall be rounded to the nearest yen:
A = B /G (2)
The following abbreviations are used in the formulas (1) and
(2):
A = strike price after adjustment
B = strike price before adjustment
C = Number of existing shares
D = Number of (regular) newly-issued stocks × share strike
price
E = Current market price of a (regular) newly-issued share
F = Total number of shares outstanding
G = Split (reverse split ratio)
(5)Stock option duration
(effective exercise period)
From April 1, 2005 to December 31, 2011
(6)Terms and conditions
under which stock option can be exercised
Stock options cannot be exercised when the respective stock
option holders lose the status of a Director, the status of
an employee in the Company or its subsidiaries, or should they
be categorized in the cases stipulated in the agreement (hereinafter
called "the agreement of stock option allocation")
concluded between the Company and stock option holders, based
upon the resolutions to be made in the General Shareholders
Meeting to be convened on the upcoming March 27, 2003, or based
upon the resolutions to be made in the future Board of Directors
Meetings. However, this shall not be the case when prior approval
is obtained to the effect that the stock option will not be
waived under this agreement. Or in case stock option holders
are deceased, their heirs shall be entitled to exercise the
stock option under the stipulation of the agreement of stock
option allocation concerning the stock option that have yet
to be nullified at the time of stock option holders' death.
Stock option holders may not transfer their stock options, nor
use it as collateral.
Other terms and conditions under which a stock option can be
exercised shall be subject to the stipulations in the agreement
of stock option allocation.
(7)Cancellation of stock
options
The stock options can be cancelled at no charge when the Company
ceases to exist as a result of dissolution, becoming a wholly-owned
subsidiary in a process of stock exchange, is span off, or otherwise
General Shareholders meeting (or the Board of Directors in case
a structural unit of a Group does not require approval of the
General Shareholders meeting) approves a stock transfer.
When an option holder cannot exercise, all or a part of their
option rights as a result of falling short to meet the criteria
necessary to exercise the stock option, their options can be
cancelled at no charge, following the decision of the Board
of Directors.
In addition, an option holder may cancel all or part of their
option rights at no charge if they wish to do so, provided that
a relevant decision has been made by the Board of Directors.
(8)Transfer of stock option
The transfer of stock option shall be subject to the approval
of the Board of Directors.
(9)Corporate obligation
during stock exchange or stock transfer
In case of stock exchange or stock transfer whereby the Company
becomes a wholly owned subsidiary, the relevant obligations
of the Company shall be inherited by the parent company after
such stock exchange or stock transfer. The following are the
policies determining the contents of such an obligation transfer:
1)Type of shares in the relevant (wholly-owning) parent company
The same type of shares of the parent company
2)Number of shares in the relevant (wholly-owning) parent company
To be adjusted in accordance with the ratios of stock exchange
or stock transfer. Fractional numbers less than one share shall
be omitted.
3)Amount to be paid at the strike of stock option
To be adjusted in accordance with the stock exchange or stock
transfer ratios. Fractional numbers less than one yen shall
be rounded to the nearest yen.
4)Stock option duration, and other stock option terms and conditions.
To be determined by the Board of Directors on the occasions
of stock exchange or stock transfer.
5)Transfer of stock option
Transfer of stock option shall be subject to the approval of
the Board of Directors.
(10)Merger
In the event that the Company goes through merger or consolidation
with other companies, or in case the Company is spun to form
new companies / divests of its divisions to existing companies,
or when the Company goes through stock exchange / stock transfer,
or otherwise alterations take place in the Company's structure,
the Company may make necessary adjustments, within reasonable
limits, to the number of shares that may be allocated when a
stock option is exercised, to the strike price per share, to
the stock option duration, etc. or it may cancel a valid stock
option.
(11)Others
Other issues related to the issuance of stock option such as
the specific contents of issuance, terms and conditions under
which stock options shall be allocated, etc. shall be determined
at the meeting of the Board of Directors to be held in future.
(Note):All these covenants assume an approval by the Company's
General Shareholders' Meeting to be convened on March 27, 2003.
3.Maximum number of the
Company's shares after granting stock option
1)At present, the total number of shares which may be allocated:
18,666 shares (see Note)
2)A further increase in the number of shares assuming stock
options: 2,500 shares
3)The total number of shares which may be allocated: 21,666
shares
Note : The number of shares in 1) above decreased by 2,932 shares
from 21,598 due to resignation of several Company's executives,
as described in the revised registration statement submitted
on September 3, 2002. |
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