Mitsubishi Corp: Allotment of Stock Options for Executive Officers and Senior Vice Presidents - 15 May 2009
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| May 15, 2009 |
Allotment of Stock Options for Executive Officers and Senior Vice Presidents
Mitsubishi
Corporation has announced that at a meeting held today the Company’s
Board of Directors established the terms regarding the distribution of
stock options to Executive Officers, Senior Vice Presidents (“riji”)
of the Company pursuant to Article 236-1, Article 238-1 and -2 and
Article 240-1 of the Corporate Code of Japan, as well as a resolution
concerning the solicitation of subscribers to said stock options. The
stock options are being distributed to provide further incentive and
motivation to improve the Company’s performance and further align
Executive Officers’ interests with those of shareholders.
Corporation has announced that at a meeting held today the Company’s
Board of Directors established the terms regarding the distribution of
stock options to Executive Officers, Senior Vice Presidents (“riji”)
of the Company pursuant to Article 236-1, Article 238-1 and -2 and
Article 240-1 of the Corporate Code of Japan, as well as a resolution
concerning the solicitation of subscribers to said stock options. The
stock options are being distributed to provide further incentive and
motivation to improve the Company’s performance and further align
Executive Officers’ interests with those of shareholders.
1. Name of the Stock Options
Mitsubishi Corporation, June 2009 Stock Options for a Stock-linked Compensation Plan.
2. Total Number of Stock Options
614
The above total is the number of stock
options to be allotted. Where there is a decrease in the total number
of stock options to be allotted, such as when there are no
subscriptions for some of the rights, the total number of stock options
to be issued shall be the total number of stock options allotted.
options to be allotted. Where there is a decrease in the total number
of stock options to be allotted, such as when there are no
subscriptions for some of the rights, the total number of stock options
to be issued shall be the total number of stock options allotted.
3. Class and Number of Shares to Be Issued for the Purpose of Issuing Stock Options
The class of share to be issued upon the
exercise of stock options shall be the Company’s common stock, and the
number of shares to be issued per stock option (hereinafter the “Number
of Shares Granted”) shall be 100.
exercise of stock options shall be the Company’s common stock, and the
number of shares to be issued per stock option (hereinafter the “Number
of Shares Granted”) shall be 100.
However, if the Company conducts a stock
split (including a free distribution of the Company’s common stock; the
same definition applies to stock splits described below) or
consolidation of its common stock after the Allotment Date, the Number
of Shares Granted shall be adjusted in accordance with the following
formula. Fractional shares arising out of the adjustment shall be
discarded.
split (including a free distribution of the Company’s common stock; the
same definition applies to stock splits described below) or
consolidation of its common stock after the Allotment Date, the Number
of Shares Granted shall be adjusted in accordance with the following
formula. Fractional shares arising out of the adjustment shall be
discarded.
Adjusted Number of Shares Granted = Original Number of Shares Granted x stock split or stock consolidation ratio
In the case of a stock split, the Adjusted
Number of Shares Granted shall apply from the day after the record date
(or effective date when no record date is specified) of the said stock
split. Whereas, in the case of a stock consolidation, the Adjusted
Number of Shares Granted shall apply from the day the stock
consolidation becomes effective. Provided, however, that in cases where
the Company conducts a stock split conditional on approval at a General
Meeting of Shareholders of the Company of a proposal to reduce retained
earnings and increase common stock and paid-in capital, the record date
for the stock split shall be the day prior to the day on which said
shareholders’ meeting closes. In this case, the Adjusted Number of
Shares Granted shall retroactively apply from the day after the day the
applicable shareholders’ meeting closes and the day following the
applicable record date.
Number of Shares Granted shall apply from the day after the record date
(or effective date when no record date is specified) of the said stock
split. Whereas, in the case of a stock consolidation, the Adjusted
Number of Shares Granted shall apply from the day the stock
consolidation becomes effective. Provided, however, that in cases where
the Company conducts a stock split conditional on approval at a General
Meeting of Shareholders of the Company of a proposal to reduce retained
earnings and increase common stock and paid-in capital, the record date
for the stock split shall be the day prior to the day on which said
shareholders’ meeting closes. In this case, the Adjusted Number of
Shares Granted shall retroactively apply from the day after the day the
applicable shareholders’ meeting closes and the day following the
applicable record date.
In addition to the above items, when for
unavoidable reasons it is necessary to adjust the Number of Shares
Granted after the Allotment Date, the Company reserves the right to
adjust the Number of Shares Granted within reasonable limits.
unavoidable reasons it is necessary to adjust the Number of Shares
Granted after the Allotment Date, the Company reserves the right to
adjust the Number of Shares Granted within reasonable limits.
Moreover, when the Number of Shares Granted
is adjusted, the Company shall notify or report, using the method
stipulated in the Articles of Incorporation, the pertinent details to
persons holding stock options listed in the original register of stock
options (hereinafter “Stock Options Holder”) no later than the day
prior to the day the Adjusted Number of Shares Granted becomes
effective. Provided, however, that in cases where the Company cannot
issue such a report or notice by the day before the said application
date, it will do so immediately on the application date or soon
thereafter.
is adjusted, the Company shall notify or report, using the method
stipulated in the Articles of Incorporation, the pertinent details to
persons holding stock options listed in the original register of stock
options (hereinafter “Stock Options Holder”) no later than the day
prior to the day the Adjusted Number of Shares Granted becomes
effective. Provided, however, that in cases where the Company cannot
issue such a report or notice by the day before the said application
date, it will do so immediately on the application date or soon
thereafter.
4. Total Amount Payable Upon Exercise of Stock Options
The total amount Payable upon exercise of one
stock option shall be determined by multiplying the price payable per
share that can be granted due to the exercise of stock options, which
shall be \1, by the Number of Shares Granted.
stock option shall be determined by multiplying the price payable per
share that can be granted due to the exercise of stock options, which
shall be \1, by the Number of Shares Granted.
5. Stock Option Term
June 2, 2009 to June 25, 2038
6. Increases in Common Stock and Additional Paid-in Capital for Shares Issued Due to the Exercise of Stock Options
(1) If shares are issued due to the exercise
of stock options, common stock shall increase by half the limit for
increase in common stock calculated pursuant to Article 17-1 of the
Japanese generally accepted accounting principles. Any amount less than
one yen shall be rounded up to the nearest yen.
of stock options, common stock shall increase by half the limit for
increase in common stock calculated pursuant to Article 17-1 of the
Japanese generally accepted accounting principles. Any amount less than
one yen shall be rounded up to the nearest yen.
(2) If shares are issued due to the exercise
of stock options, additional paid-in capital shall increase by the
amount remaining after deducting the increase in common stock
prescribed in (1) from the limit for increase in common stock in (1).
of stock options, additional paid-in capital shall increase by the
amount remaining after deducting the increase in common stock
prescribed in (1) from the limit for increase in common stock in (1).
7. Restrictions Applivable to Transfer Stock Options
Approval is required by resolution of the
Company’s Board of Directors for the acquisition of stock options by
transfer of ownership.
Company’s Board of Directors for the acquisition of stock options by
transfer of ownership.
8. Provisions for the Acquisition of Stock Options
The Company can acquire free of charge stock
options on the date separately specified by the Board of Directors in
respect of items (1) to (5) below, if approved by the Company’s General
Meeting of Shareholders (or a resolution of the Company’s Board of
Directors where such shareholder approval is not required.), that date
being within one year from the date of the said approval or resolution.
options on the date separately specified by the Board of Directors in
respect of items (1) to (5) below, if approved by the Company’s General
Meeting of Shareholders (or a resolution of the Company’s Board of
Directors where such shareholder approval is not required.), that date
being within one year from the date of the said approval or resolution.
(1) Proposal for approval of a merger agreement under which the Company is to be dissolved.
(2) Proposal for approval of a separation agreement or separation plan under which the Company is to be separated.
(3) Proposal for approval of a share exchange
agreement or share transfer plan under which the Company is to become a
wholly owned subsidiary.
agreement or share transfer plan under which the Company is to become a
wholly owned subsidiary.
(4) Proposal for approval to change the
Company’s Articles of Incorporation to establish provisions concerning
the requirement for the Company’s approval with regard to the
acquisition of all outstanding shares through a transfer.
Company’s Articles of Incorporation to establish provisions concerning
the requirement for the Company’s approval with regard to the
acquisition of all outstanding shares through a transfer.
(5) Proposal for approval to change the
Company’s Articles of Incorporation to establish provisions concerning
the requirement for the Company’s approval with regard to the
acquisition through a transfer of shares issued upon the exercise of
these stock options or concerning the acquisition by the Company of all
shares issued upon the exercise of stock options by resolution of the
Company’s General Meeting of Shareholders.
Company’s Articles of Incorporation to establish provisions concerning
the requirement for the Company’s approval with regard to the
acquisition through a transfer of shares issued upon the exercise of
these stock options or concerning the acquisition by the Company of all
shares issued upon the exercise of stock options by resolution of the
Company’s General Meeting of Shareholders.
9. Policy for Determining Details of
Cancellation of Stock Options in an Organizational Reform and Granting
of Stock Options of Restructured Company
Cancellation of Stock Options in an Organizational Reform and Granting
of Stock Options of Restructured Company
Where the Company conducts a merger (only
where the Company is to be dissolved due to the merger), an
absorption-type corporate divestiture, an establishment-type corporate
divestiture, a share exchange or share transfer (hereinafter generally
“Organizational Restructuring”), the Company shall grant stock options
of the companies listed in Article 236, Paragraph 1-8 of the Corporate
Code of Japan (hereinafter “Restructured Company”), in each respective
case, to Stock Options Holders with stock options remaining
(hereinafter “Remaining Stock Options”) when the Organizational
Restructuring takes effect based on the following conditions. In this
case, the Remaining Stock Options shall be cancelled and the
Restructured Company shall issue new stock options. Provided, however,
that this shall be limited to cases whereby the granting of stock
options of the Restructured Company in accordance with the conditions
below is specified in the merger agreement, new company merger
agreement, absorption-type corporate divestiture agreement, the
establishment-type corporate divestiture plan, share exchange agreement
or share transfer plan.
where the Company is to be dissolved due to the merger), an
absorption-type corporate divestiture, an establishment-type corporate
divestiture, a share exchange or share transfer (hereinafter generally
“Organizational Restructuring”), the Company shall grant stock options
of the companies listed in Article 236, Paragraph 1-8 of the Corporate
Code of Japan (hereinafter “Restructured Company”), in each respective
case, to Stock Options Holders with stock options remaining
(hereinafter “Remaining Stock Options”) when the Organizational
Restructuring takes effect based on the following conditions. In this
case, the Remaining Stock Options shall be cancelled and the
Restructured Company shall issue new stock options. Provided, however,
that this shall be limited to cases whereby the granting of stock
options of the Restructured Company in accordance with the conditions
below is specified in the merger agreement, new company merger
agreement, absorption-type corporate divestiture agreement, the
establishment-type corporate divestiture plan, share exchange agreement
or share transfer plan.
(1) Number of stock options of the Restructured Company to be granted
The same number of stock options as the Remaining Stock Options held by the Stock Options Holder.
(2) Class of share of the Restructured Company to be issued for the purpose of issuing stock options
The Restructured Company’s common stock.
(3) The number of shares of the Restructured Company to be issued for the purpose of issuing stock options
Determined according to 3. above based on consideration of the terms for the Organizational Restructuring and other factors.
(4) Total amount to be invested upon exercise of stock options
The total amount to be invested upon exercise
of each stock option to be granted shall be the amount resulting from
multiplying the amount to be paid after restructuring, as specified
below, by the number of shares of the Restructured Company to be issued
for the purpose of said issuing of stock options, as determined in
accordance with (3) above. The amount to be paid after restructuring
shall be \1 per share of the Restructured Company that can be granted
due to the exercise of each stock option that is to be granted.
of each stock option to be granted shall be the amount resulting from
multiplying the amount to be paid after restructuring, as specified
below, by the number of shares of the Restructured Company to be issued
for the purpose of said issuing of stock options, as determined in
accordance with (3) above. The amount to be paid after restructuring
shall be \1 per share of the Restructured Company that can be granted
due to the exercise of each stock option that is to be granted.
(5) Stock Option Term
The Stock Option Term shall start at the
beginning of the period for exercising stock options specified in 5.
above or the date on which the Organizational Restructuring takes
effect, whichever is later, and end on the last day of the period for
exercising stock options specified in 5. above.
beginning of the period for exercising stock options specified in 5.
above or the date on which the Organizational Restructuring takes
effect, whichever is later, and end on the last day of the period for
exercising stock options specified in 5. above.
(6) Increases in common stock and additional paid-in capital for shares issued due to the exercise of stock options
Determined according to 6. above.
(7) Restrictions on the acquisition of stock options due to transfer
Approval is required by resolution of the
Restructured Company’s Board of Directors for the acquisition of stock
options by transfer of ownership.
Restructured Company’s Board of Directors for the acquisition of stock
options by transfer of ownership.
(8) Provisions for the acquisition of stock options
Determined according to 8. above.
(9) Other conditions for the exercise of stock options
Determined according to 11. below.
10. Fractional Shares Arising From the Exercise of Stock Options
Fractions of shares to be granted to Stock Options Holders that have exercised Stock Options shall be discarded.
11. Other Conditions for the Exercise of Stock Options
(1) A Stock Options Holder may exercise
his/her stock options from June 26, 2010 or the day after losing
his/her position as both Director (including an Executive Officer in a
company with committees), Executive Officer and Senior Vice President
(“riji”) of the Company, whichever is earlier (hereinafter “Start of
Exercise Date”), within the period in 5. above.
his/her stock options from June 26, 2010 or the day after losing
his/her position as both Director (including an Executive Officer in a
company with committees), Executive Officer and Senior Vice President
(“riji”) of the Company, whichever is earlier (hereinafter “Start of
Exercise Date”), within the period in 5. above.
(2) A Stock Options Holder may not exercise
his/her stock options after 10 years have passed from the day after
losing his/her position as both Director (including an Executive
Officer in a company with committees), Executive Officer and Senior
Vice President (“riji”) of the Company.
his/her stock options after 10 years have passed from the day after
losing his/her position as both Director (including an Executive
Officer in a company with committees), Executive Officer and Senior
Vice President (“riji”) of the Company.
(3) Regardless of (1) and (2) above, a Stock
Options Holder may exercise his/her stock options in cases specified
below, so long as this is done within the prescribed period. Provided,
however, that this shall exclude cases where stock options of the
Restructured Company are granted to Stock Options Holders in accordance
with 9. above.
Options Holder may exercise his/her stock options in cases specified
below, so long as this is done within the prescribed period. Provided,
however, that this shall exclude cases where stock options of the
Restructured Company are granted to Stock Options Holders in accordance
with 9. above.
In the event that a General Meeting of
Shareholders approves (or a resolution of the Company’s Board of
Directors is passed where such shareholder approval is not required
for) a proposal for approval of a merger agreement under which the
Company is to be dissolved, or a proposal for approval of a share
exchange agreement or share transfer plan under which the Company is to
become a wholly owned subsidiary.
Shareholders approves (or a resolution of the Company’s Board of
Directors is passed where such shareholder approval is not required
for) a proposal for approval of a merger agreement under which the
Company is to be dissolved, or a proposal for approval of a share
exchange agreement or share transfer plan under which the Company is to
become a wholly owned subsidiary.
A period of 15 days beginning on the day following the particular approval or resolution date
(4) In the event that a Stock Options Holder relinquishes his/her stock options, such stock options cannot be exercised.
12. Amount to Be Paid for Stock Options
No payment is necessary for the stock options.
13. Allotment Date for the Stock Options
June 1, 2009
14. Method for Requesting Exercise of and Paying for Stock Options
(1) When exercising stock options, the Stock
Options Holder shall complete the necessary items on the Form for
Requesting the Exercise of Stock Options, the style of which the
Company will determine, and submit it to the place of exercise
specified in 15. below after signing and affixing his/her registered
seal.
Options Holder shall complete the necessary items on the Form for
Requesting the Exercise of Stock Options, the style of which the
Company will determine, and submit it to the place of exercise
specified in 15. below after signing and affixing his/her registered
seal.
(2) When submitting the Form for Requesting
the Exercise of Stock Options in (1), the Stock Options Holder should
also transfer cash, in the amount of the total amount calculated by
multiplying the amount to be invested upon exercise of each stock
option by the number of stock options to which the exercise relates
(hereinafter “Payment Amount”), to the bank account designated by the
Company (hereinafter “Designated Bank Account”) as the paying agent
specified in 16. below by the time and date specified by the Company.
the Exercise of Stock Options in (1), the Stock Options Holder should
also transfer cash, in the amount of the total amount calculated by
multiplying the amount to be invested upon exercise of each stock
option by the number of stock options to which the exercise relates
(hereinafter “Payment Amount”), to the bank account designated by the
Company (hereinafter “Designated Bank Account”) as the paying agent
specified in 16. below by the time and date specified by the Company.
15. Place of Exercise of Stock Options
Corporate Administration Dept., Mitsubishi Corporation
16. Paying Agent When Exercising Stock Options
The Mitsubishi UFJ Trust and Banking Corporation
17. Date the Exercise of Stock Options Becomes Effective
(1) The exercise of stock options shall
become effective on the date written on the Form for Requesting the
Exercise of Stock Options in 14. above. Provided, however, that when
the Form for Requesting the Exercise of Stock Options is received at
the place of exercise and/or the Payment Amount specified in 14. (2)
above is received at the paying agent and deposited into the Designated
Bank Account later than the date written on the Form for Requesting the
Exercise of Stock Options, the exercise of stock options shall be
effective when the Form for Requesting the Exercise of Stock Options is
received at the paying agent and the Payment Amount is deposited into
the Designated Bank Account.
become effective on the date written on the Form for Requesting the
Exercise of Stock Options in 14. above. Provided, however, that when
the Form for Requesting the Exercise of Stock Options is received at
the place of exercise and/or the Payment Amount specified in 14. (2)
above is received at the paying agent and deposited into the Designated
Bank Account later than the date written on the Form for Requesting the
Exercise of Stock Options, the exercise of stock options shall be
effective when the Form for Requesting the Exercise of Stock Options is
received at the paying agent and the Payment Amount is deposited into
the Designated Bank Account.
(2) Immediately
after the completion of exercise procedures, the Company will carry out
the necessary procedures to record or register shares acquired by the
Stock Option Holder due to the exercise of stock options in an account
opened in advance by the Stock Option Holder in his/her name at a
financial instruments firm or other institution designated by the
Company.
after the completion of exercise procedures, the Company will carry out
the necessary procedures to record or register shares acquired by the
Stock Option Holder due to the exercise of stock options in an account
opened in advance by the Stock Option Holder in his/her name at a
financial instruments firm or other institution designated by the
Company.
18. Changes to These Provisions and Other Matters
When it is necessary to reword these
provisions or take other related measures, the Company may make changes
to these provisions using a method it deems appropriate with regards to
the handling of such matters, according to the regulations of the
Corporate Code of Japan and intent of the stock options. Such changes
shall be considered as part of these provisions.
provisions or take other related measures, the Company may make changes
to these provisions using a method it deems appropriate with regards to
the handling of such matters, according to the regulations of the
Corporate Code of Japan and intent of the stock options. Such changes
shall be considered as part of these provisions.
19. Announcement of Issue Terms
The Company shall place a copy of the issue
terms of stock options at the head office of the Company and permit
viewing of the Stock Options Holders during business hours.
terms of stock options at the head office of the Company and permit
viewing of the Stock Options Holders during business hours.
20. All Other Matters Relating to These Stock Options Shall Be Left to the Discretion of the Representative Directors
Notes:
1. Date of resolution of the Board of
Directors of the Company for proposal to the Ordinary General Meeting
of Shareholders: May 16, 2008
Directors of the Company for proposal to the Ordinary General Meeting
of Shareholders: May 16, 2008
2. Date of resolution of the Ordinary General Meeting of Shareholders of the Company: June 25, 2008
http://www.mitsubishicorp.com/jp/en/pr/archive/2009/html/0000006740.html
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