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News Release

FOR IMMEDIATE RELEASE
June 19, 2009
For Print (PDF 145KB)

Notice on Allocation of Stock Options (Stock Acquisition Rights)


Listed Stock Name:   Eisai Co., Ltd.
Director and President & CEO: Haruo Naito
Headquarters: 4-6-10 Koishikawa Bunkyo-ku, Tokyo
Securities Code: 4523
Listed Locations: First Sections of the Tokyo Stock Exchange
& the Osaka Securities Exchange
Inquiries: Yuji Matsue
Vice President
Corporate Communications, IR
Phone 81-3-3817-5120

Notice on Allocation of Stock Options (Stock Acquisition Rights)

Eisai Co., Ltd. (the “Company”) hereby announces that the Company's Board of Directors approved the allocation of Stock Options today as indicated below;

  I.
Based on the resolution of the Compensation Committee Meeting on May 14, 2009 and Article 240, Paragraph 1 and Article 238, Paragraph 2 of the Corporate Law, the Company shall issue “Eisai Co., Ltd. No. 8-1 Stock Acquisition Rights” on July 6, 2009, as compensation to directors and executive officers, in accordance with Article 238, Paragraph 1 of the Corporate Law.
  II.
Based on the mandate approved at the 97th General Meeting of Shareholders held today and Article 238 Paragraph 2 and Article 239 Paragraph 1 Part 1 and 2 of the Corporate Law, the Company shall issue “Eisai Co., Ltd. No. 8-2 Stock Acquisition Rights” on July 6, 2009, in accordance with Article 238, Paragraph 1 of the Corporate Law to give an incentive to its employees to increase further value of the Company.

The specific details of the Stock Acquisition Rights are as follows:


I.  Eisai Co., Ltd. No. 8-1 Stock Acquisition Rights (Directors and Executive Officers)


1. Designation of stock acquisition rights:

    Eisai Co., Ltd. No. 8-1 Stock Acquisition Rights


2. Total number of shares included in the allotment of stock acquisition rights:

    1,830
    The total given above is the anticipated number of shares to be included in the stock acquisition rights. If the total number of applications received does not meet the anticipated total number of shares, leading to a reduction in the total number of new shares available for stock acquisition rights allotment, then the total number of shares included in the allotment of stock acquisition rights shall be the total number of shares available for allotment.


3. Class and number of shares to be issued or transferred upon exercise of stock acquisition rights:

   The class of shares to be issued or transferred upon exercise of stock acquisition rights shall be shares of the common stock. The number of shares to be issued or transferred upon exercise of each stock acquisition right (the “Number of Granted Shares”) shall be 100 shares. However, in the event that the Company carries out a stock split (including free distribution (musho-wariate) of shares of common stock; the same shall apply hereafter in relation to stock splits) or a consolidation of the common stock after the date of allotment of stock acquisition rights specified in Item 14 below (the “Date of Allotment”), the Number of Granted Shares shall be adjusted according to the following formula. Any fraction of less than one (1) share arising from this adjustment shall be rounded off. With respect to the date on which adjustment of the Number of Granted Shares becomes effective, the provisions of Item 5 (2) (i) below shall apply mutatis mutandis.
    In addition, the Number of Granted Shares shall be adjusted to an extent reasonable in the unavoidable event where an adjustment of the Number of Granted Shares is required after the Date of Allotment. Any fraction of less than one (1) share arising from this adjustment shall be rounded off. If the Number of Granted Shares is adjusted, the Company shall, by the day before the Number of Granted Shares after adjustment will take affect, make a public announcement or other notification to notify the holders of stock acquisition rights (“the stock acquisition rights holders”), as listed on the Stock Acquisition Rights Register, of all necessary information. If for some reason it is not possible to make this public announcement or notification by the day before the Number of Granted Shares after adjustment takes effect, the public announcement or notification must be made as soon as possible after this date.


4. Amount of assets to be contributed upon exercise of stock acquisition rights:

    The amount of assets to be contributed upon exercise of each stock acquisition right will be the amount obtained by multiplying the amount to be paid for each share to be issued or transferred upon exercise of stock acquisition rights (the “Exercise Price”) by the Number of Granted Shares. However, the Exercise Price may be adjusted as specified in Item 5 below.
    The Exercise Price shall be the greater price of (i) the average of the closing prices of the common stock in the regular trading thereof on the Tokyo Stock Exchange (“Closing Price”) for each day (excluding days on which no trading is concluded) of the month preceding the month of the Allotment Date, provided that any amount less than one (1) yen shall be rounded up to the nearest yen; and (ii) the Closing Price as of the Allotment Date (in the event that there is no Closing Price on the Allotment Date, the Closing Price of the day immediately preceding the Allotment Date shall apply).


5. Adjustment of the Exercise Price:
 (1) If, after the Allotment Date, either (i) or (ii) below occurs with respect to the common stock of the Company, the Exercise Price shall be adjusted using the respective calculation formulae given below (“the Exercise Price Adjustment Formula”). Any fraction of less than one (1) yen shall be rounded up to the nearest yen.
(i)   Where a stock split or stock consolidation takes place:
(ii)   In the event that the Company issues new shares or disposes of treasury stock at a price that is less than the market price (excluding (i) the sale of treasury stock pursuant to the provision of Article 194 of the Companies Act (the “Demand for Sale of Shares Less than One Unit by Holders of Shares Less than One”) and (ii) issuance shares or disposal of treasury stock by (a) the exercise of preemptive rights pursuant to the provision of Article 280-19 of the Commercial Code prior to the “Act on the Partial Revision of the Commercial Code” (Act No. 128 of 2001), (b) the exercise of the conversion of securities converted into or convertible into the common stock, or (c) the exercise of stock acquisition rights (including stock acquisition rights attached to bonds) which have a right to demand that the common stock be issued or transferred).

  (a)
The “market price” to be used in the Exercise Price Adjustment Formula shall be the average of the closing price (including indicative prices; all subsequent references to closing prices should be taken to include indicative prices) of the common stock on the Tokyo Stock Exchange (“the closing price”) on each of the 30 trading days commencing after the 45th trading day prior to the date on which the adjusted exercise price becomes effective (“the effective date”) as specified in Item 5 (2) below, excluding those days on which there is no closing price. Yen values shall be calculated to second decimal place, rounding 5 up and 4 down.
  (b)
The “Number of previously issued shares” to be used in the Exercise Price Adjustment Formula is the total number of issued common stock excluding treasury stock related to common stock held by the Company as of the allotment date, if there is an allotment date, and as of the day one month prior to the effective date if there is no allotment date.
  (c)
In the event that treasury stock is disposed of, the “Number of newly issued shares” to be used in the Exercise Price Adjustment Formula shall be read as “Number of treasury stock shares disposed of.”
 (2) The date on which the Exercise Price after adjustment takes effect shall be determined as follows:
(i)   With respect to an Exercise Price after adjustment determined using the adjustment formula given in (1) (i) above, the Exercise Price after adjustment shall be deemed to come into effect on the day after the stock split base date in the case of a stock split, and on the day after the date on which the stock consolidation came into effect in the case of a stock consolidation. However, where a stock split undertaken to increase capitalization or reserves using retained earnings requires approval by the shareholders meeting, if a date prior to the final day of the shareholders meeting is used as the base date for the stock split, then, commencing on the day after the final day of the shareholders meeting, the day after the base date for the stock split may be retroactively taken as the date on which the Exercise Price after adjustment took effect.
Where the following proviso applies, with respect to the exercise of stock acquisition rights during the period between the day after the stock split base date and the final day of the shareholders meeting (the number of shares that can be received through the exercise of the stock acquisition rights shall hereafter be referred to as “the number of shares receivable through exercising of the stock acquisition rights prior to the stock split”), the number of shares of the common stock obtained by calculation using the following calculation formula shall be delivered. Amount of less than 1 whole share shall be rounded down.
(ii)   With respect to an Exercise Price after adjustment determined using the adjustment formula given in (1) (ii) above, the Exercise Price after adjustment shall be deemed to come into effect on the day after the date of payment for the stock issue or disposal in question (if a payment period rather than a payment date is specified, then the Exercise Price after adjustment shall be deemed to come into effect on the day after the final day of the payment period; if there is a shareholder allotment date, then the Exercise Price after adjustment shall be deemed to come into effect on the day after the allotment date).
 (3)In cases other than those specified in (1) (i) or (ii) above, in the event of free distribution of other types of shares to holders of common stock, the allotment of shares of another company to holders of common stock after the Allotment Date, or any other event similar thereto where an adjustment of Exercise Price is required after the Allotment Date, the Exercise Price shall be adjusted to an extent reasonable after taking into consideration the conditions of such distributions, allotments, etc.
 (4)If the Exercise Price is adjusted, the Company shall, by the day before the adjustment will take affect, make a public announcement or other notification to notify the stock acquisition rights holders, as listed on the Stock Acquisition Rights Register, of all necessary information. If for some reason it is not possible to make this public announcement or notification by the day before the adjustment of the Exercise Price takes effect, the public announcement or notification must be made as soon as possible after this date.


6. Exercise period for stock acquisition rights

    The exercise period shall be from June 20, 2011 to June 19, 2019.


7. Matters concerning the amount of capital and capital reserve increased by the issuance of shares upon exercise of stock acquisition rights

 i) The amount of capital increased by the issuance of shares upon exercise of stock acquisition rights shall be one-half of the amount of the maximum limit on the increase in capital as calculated pursuant to Article 17, Paragraph 1, of the Company Accounting Ordinance. Any fraction of less than one (1) yen shall be rounded up to the nearest yen.
 ii) The amount of capital reserve increased by the issuance of shares upon exercise of stock acquisition rights shall be the amount of the maximum limit on the increase in capital provided in i) above excluding the amount of increased capital stipulated in i) above.


8. Restrictions on the acquisition of stock acquisition rights through transfer

    The acquisition of stock acquisition rights through transfer shall require the approval of the Board of Directors of the Company.


9. Conditions for acquisition of stock acquisition rights

    When approval is granted for proposals i), ii), iii), iv) or v) below by a resolution of the General Meeting of Shareholders (or if a resolution of the General Meeting of Shareholders is not required, then when approval is granted by a resolution of the Board of Directors of the Company or the decision of Representative Executive Officer), the Company may acquire stock acquisition rights without charge on the date separately stipulated by the Board of Directors of the Company:
 i)  i) Proposal for the approval of a merger agreement in which the Company will become the expired corporation;
 ii) Proposal for the approval of a split agreement or a split plan in which the Company will become a split company;
 iii) Proposal for the approval of a share exchange agreement or a share transfer plan in which the Company will become a wholly owned subsidiary;
 iv) Proposal for approval of an amendment to the Articles of Incorporation regulating the necessity of the Company's approval for the acquisition of relevant shares through transfer as part of contents of all shares issued by the Company; or
 v) Proposal for approval of an amendment to the Articles of Incorporation regulating (i) the necessity of the Company's approval for the acquisition, through transfer, of the relevant class of shares, as part of contents of all shares to be issued or transferred upon exercise of stock acquisition rights, or (ii) the acquisition of all of the relevant class of shares by the Company upon resolution of the General Meeting of Shareholders.


10. Decision policies regarding the determination of stock acquisition rights and issuance of stock acquisition rights of the Reorganized Company in the event of the Organizational Restructuring of the Company

    In the event that the Company merges (limited to the case that the Company ceases to exist as a result), effects an absorption-type split, effects an incorporation-type split, exchanges shares, or transfers shares (referred to collectively as the “Organizational Restructuring”), stock acquisition rights of the stock company listed in Article 236, Paragraph 1, Item 8, Sub-items (a) through (e) of the Companies Act (“Reorganized Company”) will be issued to the holders of stock acquisition rights remaining immediately before the Organizational Restructuring comes into effect (“Remaining Stock Acquisition Rights”), pursuant to the following terms and conditions. In this case, the Remaining Stock Acquisition Rights shall expire, and the Reorganized Company shall newly issue stock acquisition rights. However, the provision above shall apply only in the case that the issuance of stock acquisition rights under the following terms and conditions is provided in an agreement of absorption-type merger, an agreement of consolidation-type merger, an agreement of absorption-type split, a plan of incorporation-type split, a share exchange agreement, or a plan of share transfer.
 i) Number of stock acquisition rights to be issued by the Reorganized Company
The same number of stock acquisition rights as the number possessed by each holder of stock acquisition rights shall be issued.
 ii)  Class of shares of the Reorganized Company, such shares to be issued upon exercise of stock acquisition rights
Common stock of the Reorganized Company
 iii)  Number of shares of the Reorganized Company, such shares to be issued upon exercise of stock acquisition rights
To be determined according to 3 above after taking into consideration the terms, etc., for Organizational Restructuring.
 iv)  Amount of assets to be contributed upon exercise of stock acquisition rights
The amount of the assets to be contributed upon exercise of each stock acquisition right will be the amount obtained by multiplying (i) the amount of the exercise price after the Organizational Restructuring obtained by adjusting the Exercise Price stipulated in 4 above, considering the terms of the Organizational Restructuring, by (ii) the number of shares of the Reorganized Company, such shares to be issued upon exercise of stock acquisition rights, determined according to10-iii) above.
 v)  Exercise period for stock acquisition rights
The exercise period for stock acquisition rights shall from the later of (a) the commencement date of the exercise period for stock acquisition rights stipulated in 6 above and (b) the effective date of Organizational Restructuring, to the expiration date of the exercise period for stock acquisition rights as stipulated in 6 above.
 vi)  Matters concerning the amount of capital and capital reserve increased by the issuance of shares upon exercise of stock acquisition rights
To be determined according to 7 above.
 vii)  Restrictions on the acquisition of stock acquisition rights through transfer
The acquisition of stock acquisition rights through transfer shall require the approval of the Board of Directors of the Reorganized Company (when the Reorganized Company does not have a Board of Directors, it shall require the approval of a Director).
viii)  Conditions for the acquisition of stock acquisition rights
To be determined according to 9 above.


11. Arrangement for any fractional shares arising from exercise of stock acquisition rights

    When there are any fractional shares in the number of granted shares to holders those who exercise stock acquisition rights, such fractional shares shall be omitted.


12. Terms and conditions relating to the exercise of stock acquisition rights:

(1) To be eligible to receive an allotment of stock acquisition rights, an individual must have been an officer, employee, advisor, consultant, or part-time or temporary employee of the Company, or an officer or employee of an affiliate of the Company or another company or organization approved by the Company, as of June 19, 2011.
(2) A holder of stock acquisition rights who has surrendered the stock acquisition rights may no longer exercise those stock acquisition rights.


13. Compensation for stock acquisition rights:

    Compensation shall not be required for the granting of stock acquisition rights.


14. Date of allocation of stock acquisition rights:

    The date of allocation of stock acquisition rights shall be July 6, 2009.


15. Number of whom to be solicited for application

    10 directors and 27 executive officers, totaling 37



II.  Eisai Co., Ltd. No. 8-2 Stock Acquisition Rights (Employees)


1. Designation of stock acquisition rights:

    Eisai Co., Ltd. No. 8-2 Stock Acquisition Rights


2. Total number of shares included in the allotment of stock acquisition rights:

    1,080
    The total given above is the anticipated number of shares to be included in the stock acquisition rights. If the total number of applications received does not meet the anticipated total number of shares, leading to a reduction in the total number of new shares available for stock acquisition rights allotment, then the total number of shares included in the allotment of stock acquisition rights shall be the total number of shares available for allotment.


3. Class and number of shares to be issued or transferred upon exercise of stock acquisition rights:

    The class of shares to be issued or transferred upon exercise of stock acquisition rights shall be shares of the common stock. The number of shares to be issued or transferred upon exercise of each stock acquisition right (the “Number of Granted Shares”) shall be 100 shares. However, in the event that the Company carries out a stock split (including free distribution (musho-wariate) of shares of common stock; the same shall apply hereafter in relation to stock splits) or a consolidation of the common stock after the date of allotment of stock acquisition rights specified in Item 14 below (the “Date of Allotment”), the Number of Granted Shares shall be adjusted according to the following formula. Any fraction of less than one (1) share arising from this adjustment shall be rounded off. With respect to the date on which adjustment of the Number of Granted Shares becomes effective, the provisions of Item 5 (2) (i) below shall apply mutatis mutandis.
    In addition, the Number of Granted Shares shall be adjusted to an extent reasonable in the unavoidable event where an adjustment of the Number of Granted Shares is required after the Date of Allotment. Any fraction of less than one (1) share arising from this adjustment shall be rounded off. If the Number of Granted Shares is adjusted, the Company shall, by the day before the Number of Granted Shares after adjustment will take affect, make a public announcement or other notification to notify the holders of stock acquisition rights (“the stock acquisition rights holders”), as listed on the Stock Acquisition Rights Register, of all necessary information. If for some reason it is not possible to make this public announcement or notification by the day before the Number of Granted Shares after adjustment takes effect, the public announcement or notification must be made as soon as possible after this date.


4. Amount of assets to be contributed upon exercise of stock acquisition rights:

    The amount of assets to be contributed upon exercise of each stock acquisition right will be the amount obtained by multiplying the amount to be paid for each share to be issued or transferred upon exercise of stock acquisition rights (the “Exercise Price”) by the Number of Granted Shares. However, the Exercise Price may be adjusted as specified in Item 5 below.
    The Exercise Price shall be the greater price of (i) the average of the closing prices of the common stock in the regular trading thereof on the Tokyo Stock Exchange (“Closing Price”) for each day (excluding days on which no trading is concluded) of the month preceding the month of the Allotment Date, provided that any amount less than one (1) yen shall be rounded up to the nearest yen; and (ii) the Closing Price as of the Allotment Date (in the event that there is no Closing Price on the Allotment Date, the Closing Price of the day immediately preceding the Allotment Date shall apply).


5. Adjustment of the Exercise Price:
 (1) If, after the Allotment Date, either (i) or (ii) below occurs with respect to the common stock of the Company, the Exercise Price shall be adjusted using the respective calculation formulae given below (“the Exercise Price Adjustment Formula”). Any fraction of less than one (1) yen shall be rounded up to the nearest yen.
(i)   Where a stock split or stock consolidation takes place:
(ii)   In the event that the Company issues new shares or disposes of treasury stock at a price that is less than the market price (excluding (i) the sale of treasury stock pursuant to the provision of Article 194 of the Companies Act (the “Demand for Sale of Shares Less than One Unit by Holders of Shares Less than One”) and (ii) issuance shares or disposal of treasury stock by (a) the exercise of preemptive rights pursuant to the provision of Article 280-19 of the Commercial Code prior to the “Act on the Partial Revision of the Commercial Code” (Act No. 128 of 2001), (b) the exercise of the conversion of securities converted into or convertible into the common stock, or (c) the exercise of stock acquisition rights (including stock acquisition rights attached to bonds) which have a right to demand that the common stock be issued or transferred).

  (a)
The “market price” to be used in the Exercise Price Adjustment Formula shall be the average of the closing price (including indicative prices; all subsequent references to closing prices should be taken to include indicative prices) of the common stock on the Tokyo Stock Exchange (“the closing price”) on each of the 30 trading days commencing after the 45th trading day prior to the date on which the adjusted exercise price becomes effective (“the effective date”) as specified in Item 5 (2) below, excluding those days on which there is no closing price. Yen values shall be calculated to second decimal place, rounding 5 up and 4 down.
  (b)
The “Number of previously issued shares” to be used in the Exercise Price Adjustment Formula is the total number of issued common stock excluding treasury stock related to common stock held by the Company as of the allotment date, if there is an allotment date, and as of the day one month prior to the effective date if there is no allotment date.
  (c)
In the event that treasury stock is disposed of, the “Number of newly issued shares” to be used in the Exercise Price Adjustment Formula shall be read as “Number of treasury stock shares disposed of.”
 (2) The date on which the Exercise Price after adjustment takes effect shall be determined as follows:
(i)   With respect to an Exercise Price after adjustment determined using the adjustment formula given in (1) (i) above, the Exercise Price after adjustment shall be deemed to come into effect on the day after the stock split base date in the case of a stock split, and on the day after the date on which the stock consolidation came into effect in the case of a stock consolidation. However, where a stock split undertaken to increase capitalization or reserves using retained earnings requires approval by the shareholders meeting, if a date prior to the final day of the shareholders meeting is used as the base date for the stock split, then, commencing on the day after the final day of the shareholders meeting, the day after the base date for the stock split may be retroactively taken as the date on which the Exercise Price after adjustment took effect.
Where the following proviso applies, with respect to the exercise of stock acquisition rights during the period between the day after the stock split base date and the final day of the shareholders meeting (the number of shares that can be received through the exercise of the stock acquisition rights shall hereafter be referred to as “the number of shares receivable through exercising of the stock acquisition rights prior to the stock split”), the number of shares of the common stock obtained by calculation using the following calculation formula shall be delivered. Amount of less than 1 whole share shall be rounded down.
(ii)   With respect to an Exercise Price after adjustment determined using the adjustment formula given in (1) (ii) above, the Exercise Price after adjustment shall be deemed to come into effect on the day after the date of payment for the stock issue or disposal in question (if a payment period rather than a payment date is specified, then the Exercise Price after adjustment shall be deemed to come into effect on the day after the final day of the payment period; if there is a shareholder allotment date, then the Exercise Price after adjustment shall be deemed to come into effect on the day after the allotment date).
 (3)In cases other than those specified in (1) (i) or (ii) above, in the event of free distribution of other types of shares to holders of common stock, the allotment of shares of another company to holders of common stock after the Allotment Date, or any other event similar thereto where an adjustment of Exercise Price is required after the Allotment Date, the Exercise Price shall be adjusted to an extent reasonable after taking into consideration the conditions of such distributions, allotments, etc.
 (4)If the Exercise Price is adjusted, the Company shall, by the day before the adjustment will take affect, make a public announcement or other notification to notify the stock acquisition rights holders, as listed on the Stock Acquisition Rights Register, of all necessary information. If for some reason it is not possible to make this public announcement or notification by the day before the adjustment of the Exercise Price takes effect, the public announcement or notification must be made as soon as possible after this date.


6. Exercise period for stock acquisition rights

    The exercise period shall be from June 20, 2011 to June 19, 2019.


7. Matters concerning the amount of capital and capital reserve increased by the issuance of shares upon exercise of stock acquisition rights

 i) The amount of capital increased by the issuance of shares upon exercise of stock acquisition rights shall be one-half of the amount of the maximum limit on the increase in capital as calculated pursuant to Article 17, Paragraph 1, of the Company Accounting Ordinance. Any fraction of less than one (1) yen shall be rounded up to the nearest yen.
 ii) The amount of capital reserve increased by the issuance of shares upon exercise of stock acquisition rights shall be the amount of the maximum limit on the increase in capital provided in i) above excluding the amount of increased capital stipulated in i) above.


8. Restrictions on the acquisition of stock acquisition rights through transfer

    The acquisition of stock acquisition rights through transfer shall require the approval of the Board of Directors of the Company.


9. Conditions for acquisition of stock acquisition rights

    When approval is granted for proposals i), ii), iii), iv) or v) below by a resolution of the General Meeting of Shareholders (or if a resolution of the General Meeting of Shareholders is not required, then when approval is granted by a resolution of the Board of Directors of the Company or the decision of Representative Executive Officer), the Company may acquire stock acquisition rights without charge on the date separately stipulated by the Board of Directors of the Company:
 i) Proposal for the approval of a merger agreement in which the Company will become the expired corporation;
 ii) Proposal for the approval of a split agreement or a split plan in which the Company will become a split company;
 iii) Proposal for the approval of a share exchange agreement or a share transfer plan in which the Company will become a wholly owned subsidiary;
 iv) Proposal for approval of an amendment to the Articles of Incorporation regulating the necessity of the Company's approval for the acquisition of relevant shares through transfer as part of contents of all shares issued by the Company; or
 v) Proposal for approval of an amendment to the Articles of Incorporation regulating (i) the necessity of the Company's approval for the acquisition, through transfer, of the relevant class of shares, as part of contents of all shares to be issued or transferred upon exercise of stock acquisition rights, or (ii) the acquisition of all of the relevant class of shares by the Company upon resolution of the General Meeting of Shareholders.


10. Decision policies regarding the determination of stock acquisition rights and issuance of stock acquisition rights of the Reorganized Company in the event of the Organizational Restructuring of the Company

    In the event that the Company merges (limited to the case that the Company ceases to exist as a result), effects an absorption-type split, effects an incorporation-type split, exchanges shares, or transfers shares (referred to collectively as the “Organizational Restructuring”), stock acquisition rights of the stock company listed in Article 236, Paragraph 1, Item 8, Sub-items (a) through (e) of the Companies Act (“Reorganized Company”) will be issued to the holders of stock acquisition rights remaining immediately before the Organizational Restructuring comes into effect (“Remaining Stock Acquisition Rights”), pursuant to the following terms and conditions. In this case, the Remaining Stock Acquisition Rights shall expire, and the Reorganized Company shall newly issue stock acquisition rights. However, the provision above shall apply only in the case that the issuance of stock acquisition rights under the following terms and conditions is provided in an agreement of absorption-type merger, an agreement of consolidation-type merger, an agreement of absorption-type split, a plan of incorporation-type split, a share exchange agreement, or a plan of share transfer.
 i) Number of stock acquisition rights to be issued by the Reorganized Company
The same number of stock acquisition rights as the number possessed by each holder of stock acquisition rights shall be issued.
 ii) Class of shares of the Reorganized Company, such shares to be issued upon exercise of stock acquisition rights
Common stock of the Reorganized Company
 iii) Number of shares of the Reorganized Company, such shares to be issued upon exercise of stock acquisition rights
To be determined according to 3 above after taking into consideration the terms, etc., for Organizational Restructuring.
 iv) Amount of assets to be contributed upon exercise of stock acquisition rights
The amount of the assets to be contributed upon exercise of each stock acquisition right will be the amount obtained by multiplying (i) the amount of the exercise price after the Organizational Restructuring obtained by adjusting the Exercise Price stipulated in 4 above, considering the terms of the Organizational Restructuring, by (ii) the number of shares of the Reorganized Company, such shares to be issued upon exercise of stock acquisition rights, determined according to 10-iii) above.
 v) Exercise period for stock acquisition rights
The exercise period for stock acquisition rights shall from the later of (a) the commencement date of the exercise period for stock acquisition rights stipulated in 6 above and (b) the effective date of Organizational Restructuring, to the expiration date of the exercise period for stock acquisition rights as stipulated in 6 above.
 vi) Matters concerning the amount of capital and capital reserve increased by the issuance of shares upon exercise of stock acquisition rights
To be determined according to 7 above.
 vii) Restrictions on the acquisition of stock acquisition rights through transfer
The acquisition of stock acquisition rights through transfer shall require the approval of the Board of Directors of the Reorganized Company (when the Reorganized Company does not have a Board of Directors, it shall require the approval of a Director).
 viii)  Conditions for the acquisition of stock acquisition rights
To be determined according to 9 above.


11. Arrangement for any fractional shares arising from exercise of stock acquisition rights

    When there are any fractional shares in the number of granted shares to holders those who exercise stock acquisition rights, such fractional shares shall be omitted.


12. Terms and conditions relating to the exercise of stock acquisition rights:
 (1) To be eligible to receive an allotment of stock acquisition rights, an individual must have been an officer, employee, advisor, consultant, or part-time or temporary employee of the Company, or an officer or employee of an affiliate of the Company or another company or organization approved by the Company, as of June 19, 2011.
 (2) A holder of stock acquisition rights who has surrendered the stock acquisition rights may no longer exercise those stock acquisition rights.


13. Compensation for stock acquisition rights:

    Compensation shall not be required for the granting of stock acquisition rights.


14. Date of allocation of stock acquisition rights:

    The date of allocation of stock acquisition rights shall be July 6, 2009.


15. Number of whom to be solicited for application

    36 employees.