Number of Shares = Number of Shares x Split/Consolidation Ratio
after Adjustment before Adjustment
In addition, if the adjustment of number of shares becomes necessary in the event of merger or split-off of the Company, etc, then the Company may also adjust the number of the Option Shares.
In the event of stock split or consolidation, the Exercise Price shall be adjusted using the following formula and any fractions less than one (1) yen resulting from such adjustment shall be rounded up.
Exercise Price = Exercise Price x ------------------------
after Adjustment before Adjustment Split/Consolidation Ratio
In the event of issuance of new shares or disposition of treasury stock at a price less than the market price (excluding the exercise of the Options, the subscription rights pursuant to the provision of Article 280-19 of the Commercial Code prior to the amendment on April 1, 2002 and the subscription rights in connection with the bonds with subscription rights pursuant to the provision of Article 341-8 thereof), then the Exercise Price shall be adjusted using the following formula and any fractions less than one (1) yen resulting from such adjustment shall be rounded up.
Number of Number of Subscription
Shares Shares x Price per
issued + newly issued share
Exercise Exercise and ----------------------------------
Price Price outstanding Share Price before new issue
after = before x -----------------------------------------------------
Adjustment Adjustment Number of Number of
Shares issued + Shares
and outstanding newly issued
In the formula above, "Number of Shares issued and outstanding” shall mean the number calculated by the number of outstanding shares less the number of treasury stock held by the Company and in the event of the disposition of treasury stock, "Number of Shares newly issued” shall be read as "Number of Treasury Stock disposed” and "Share Price before new issue” shall be read as "Share Price before disposition”.
In addition, if the adjustment of number of shares becomes necessary in the event of merger or split-off of the Company, then the Company may also adjust the Exercise Price.Exercise period of the Options:
(Note) The above resolution is conditioned upon the agendum "Issuance of the stock acquisition rights as stock options to directors, employees of, staff seconded to, advisors of and persons scheduled to be employed by the Company and its subsidiaries” being approved at the 17th Ordinary General Meeting of Shareholders scheduled to be held on March 28, 2006. The details of the issuance and granting of the Options will be decided by the resolution of the Board of Directors to be held after the 17th Ordinary General Meeting of Shareholders .
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