Stock Options
May 09 2005 - 11:05AM
UK Regulatory
RNS Number:0542M
TDK Corporation
09 May 2005
Contacts:
Nobuyuki Koike
TDK Corporation
Corporate Communications Dept.
Tel: (81)-3-5201-7102
E-mail; pr@mb1.tdk.co.jp
http://www.tdk.co.jp/tetop01/index.htm
FOR IMMEDIATE RELEASE
TDK Issues Stock Acquisition Rights for Stock Options
TOKYO JAPAN, May 9, 2005-----TDK Corporation's (the "Company") Board of
Directors today passed a resolution to issue stock acquisition rights with
specially favorable terms and conditions to individuals other than stockholders
for the purpose of distributing stock options pursuant to Articles 280-20 and
280-21 of the Commercial Code of Japan. The resolution is subject to approval at
the 109th Ordinary Annual General Meeting of Stockholders scheduled for June 29,
2005.
1. Reason for Issuing Stock Acquisition Rights With Specially Favorable Terms
and Conditions to Parties Other Than Stockholders:
By implementing a stock option program for high-ranking TDK Managers, as
well as Directors and high-ranking Managers of group companies, TDK will
provide added incentive for these individuals to improve TDK's
consolidated operating results.
2. Matters Pertaining to the Issuance of Stock Acquisition Rights:
(1)Class and Number of Shares to Be Issued Upon Exercise of Stock Acquisition
Rights:
Up to 119,000 shares of common stock
In the event that the "number of shares granted" (as defined below) is
adjusted in accordance with (2) 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 granted" after adjustment.
(2)Aggregate Number of Stock Acquisition Rights to Be Issued:
Up to 1,190
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.
Furthermore, in cases where the "number of shares granted" needs to be
adjusted, such as in the event that the Company merges with another
company or performs a division, the "number of shares granted" shall be
adjusted appropriately based on the conditions of the merger or division.
Fractions less than one share arising out of such adjustment shall be
discarded.
(3)Issue Price of Stock Acquisition Rights:
Free of charge
(4)Total Amount Due Upon Exercise of Stock Acquisition Rights:
The total amount due upon exercise of stock acquisition rights shall be
the price to be paid for each share, issued or transferred upon the
exercise of rights (hereinafter the "exercise price"), multiplied by the
"number of shares granted."
The exercise price shall be an amount which is the average of the closing
price (regular way) of the Company's 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 date of the issuance of stock
acquisition rights, multiplied by 1.05. Any amount less than one yen
arising out of such adjustment shall be rounded upward to the nearest yen.
Provided, however, that, if such price is less than the closing price as
of the date of issue of stock acquisition rights, then such closing price
reported on the date of issue of stock acquisition rights shall be the
exercise price.
In case the Company issues new shares or disposes of its own shares at a
price less than the current market price on or after the issue date
(except in the case of the conversion of convertible stock or stock with
mandatory conversion terms, or in the case of a request by a stockholder
for the sale of shares constituting less than one unit or the exercise of
stock acquisition rights), the exercise price shall be adjusted in
accordance with the following formula and any amount less than one yen
arising out of such adjustment shall be rounded upward to the nearest yen:
Number of shares Amount paid
newly issued x per share
Number of + _______________________________
shares issued Current market price
Exercise Exercise price
price after = before adjustment x ________________________________________________
adjustment
Number of Number of new shares
shares issued + increased after stock
split or new issuance
In the above formula, the "number of shares issued" shall be defined as
the number of shares of common stock issued and outstanding less the
number of treasury stock. In the event that the Company disposes of
treasury stock, the "number of shares newly issued" shall be read as
"number of treasury stock disposed of." Provided, however, that in the
event that the Company makes a stock split or stock consolidation for its
common stock on or after the issue date, the exercise price shall be
adjusted proportionately based on the stock split or stock consolidation
ratio.
Furthermore, in cases where the "exercise price" needs to be adjusted,
such as in the event that the Company merges with another company or
performs a division, the "exercise price" shall be adjusted appropriately
based on the conditions of the merger or division. And any amount less
than one yen arising out of such adjustment shall be rounded upward to the
nearest yen.
(5)Exercise Period for Stock Acquisition Rights:
From August 1, 2007 to July 31, 2011
(6)Conditions for Exercising of Stock Acquisition Rights:
Partial exercise of stock acquisition rights is not permitted.
(7)Reasons and Conditions for the Cancellation of Stock Acquisition Rights:
1. The Company may cancel these stock acquisition rights without
compensation, if a proposal for approval of a merger agreement, under
which the Company is to be dissolved, is approved at a meeting of
stockholders of the Company, or if a proposal for approval of a stock
exchange agreement or a proposal for share transfer that makes the
Company a wholly owned subsidiary, is approved at a meeting of
stockholders of the Company.
2. In the event that the Company acquires unexercised stock acquisition
rights, it may cancel these stock acquisition rights without
compensation at any time.
(8)Transfer Restrictions of Stock Acquisition Rights:
The transfer of stock acquisition rights requires the approval of the
Board of Directors of the Company.
3. Matters Pertaining to the Allotment of Stock Acquisition Rights:
When granting stock acquisition rights, the Company shall execute an
"Agreement of Allotment of Stock Acquisition Rights" with each eligible
person. This Agreement sets forth the conditions that the Company's Board of
Directors has deemed reasonable based on the purpose of issuing the of stock
acquisition rights.
Note: Subject to approval of the issue and granting of stock acquisition rights
at the 109th Ordinary Annual General Meeting of Stockholders scheduled for June
29, 2005, the specific details will be determined at a meeting of the Board of
Directors to be held subsequent to the closing of this Ordinary Annual General
Meeting of Stockholders.
# # #
Contacts:
Nobuyuki Koike
TDK Corporation
Corporate Communications Dept.
Tel: (81)-3-5201-7102
E-mail; pr@mb1.tdk.co.jp
http://www.tdk.co.jp/tetop01/index.htm
FOR IMMEDIATE RELEASE
Grant of Stock Acquisition Rights as the means of a stock option scheme for a
stock-linked compensation plan
TOKYO JAPAN, May 9, 2005-----TDK Corporation's (the "Company") Board of
Directors today passed a resolution regarding the issuance to individuals other
than stockholders of stock acquisition rights with specially favorable terms and
conditions as a stock-linked compensation plan for Company directors and
corporate officers, pursuant to Articles 280-20 and 280-21 of the Commercial
Code of Japan. This resolution is subject to approval at the 109th Ordinary
Annual General Meeting of Stockholders scheduled for June 29, 2005.
1. Reason for Issuing Stock Acquisition Rights With Specially Favorable
Terms and Conditions to Individuals Other Than Stockholders:
Part of the remuneration of directors and corporate officers of TDK is
structured so that they also share the risk of a decrease in the Company's
share price with stockholders and not just the benefits of a price increase. The
stock option program is thus designed to provide TDK's directors and corporate
officers with further incentive for improving the Company's operating results
and share price.
2. Matters Pertaining to the Issuance of Stock Acquisition Rights:
(1)Class and Number of Shares to Be Issued Upon the Exercise of the Stock
Acquisition Rights:
Up to 41,000 shares of common stock
In the event that the "number of shares granted" (as defined below) is
adjusted in accordance with (2) below, the number of shares to be issued
shall be adjusted by multiplying the "number of shares granted" after said
adjustment by the total number of stock acquisition rights.
(2)Aggregate Number of Stock Acquisition Rights to Be Issued:
Up to 410
The number of shares per stock acquisition right (hereinafter the "number
of shares granted") shall be 100.
However, in the event that the Company splits or consolidates its common
stock on or after the date of issuance of stock acquisition rights
(hereinafter the "issue date"), the "number of shares granted" shall be
adjusted proportionately based on the particular stock split or stock
consolidation ratio.
Furthermore, in cases where the "number of shares granted" needs to be
adjusted, such as in the event that the Company merges with another
company or performs a division, the "number of shares granted" shall be
adjusted appropriately based on the conditions of the merger or division.
Fractions of less than one share arising out of the above adjustments
shall be discarded.
(3)Issue Price of Stock Acquisition Rights:
Free of charge
(4)Total Amount Due Upon Exercise of Each Stock Acquisition Right:
The total amount due upon exercise of each stock acquisition right shall
be the price to be paid for each share issued or transferred upon the
exercise of each right, which shall be Y1, multiplied by the "number of
shares granted."
(5)Exercise Period for Stock Acquisition Rights:
The exercise period shall be determined by TDK's Board of Directors and be
within the period beginning on July 1, 2005 and ending on June 30, 2025.
(6)Conditions for Exercising of Stock Acquisition Rights:
1. Stock acquisition rights holders, excluding 2. below, shall not be able
to exercise stock acquisition rights in the period from July 1, 2005 to
June 30, 2008 and to be able to exercise stock acquisition rights after
July 1, 2008.
2. Stock acquisition rights holders shall be permitted to exercise stock
acquisition rights until June 30, 2008 in cases specified in a) and b)
below, as long as it is within the time frame stipulated.
In the event that a stock acquisition rights holder loses his or her
position as either director or employee of the Company (including
full-time consultants and contract employees, but excluding
part-time consultants and part-time contract employees. *This
definition is same in this resolution.)
Three years from the day after losing the position
a) In the event that a proposal for approval of a merger agreement,
under which the Company is to be dissolved, or a proposal for
approval of a stock exchange agreement or a proposal for share
transfer that makes the Company a wholly owned subsidiary, is
approved at a meeting of stockholders of the Company.
A period of 15 days from the day following the approval date
3. After July 1, 2008, in the event that a stock acquisition rights holder
loses his or her position as either a director or employee of the
Company, the individual may exercise his or her rights up to three
years from the day after losing the position as long as it is within
the exercise period for stock acquisition rights.
4. Partial exercise of each stock acquisition right is not permitted.
(7)Reasons and Conditions for the Cancellation of Stock Acquisition Rights:
In the event that a stock acquisition rights holder becomes unable to
exercise stock acquisition rights, the Company can cancel those rights
without compensation.
(8)Transfer Restrictions of Stock Acquisition Rights:
The transfer of stock acquisition rights requires the approval of the
Board of Directors of the Company.
3. Matters Pertaining to the Allotment of Stock Acquisition Rights:
When granting stock acquisition rights, the Company shall execute an
"Agreement of Allotment of Stock Acquisition Rights" with each eligible
person. This Agreement sets forth conditions that the Company's Board of
Directors has deemed reasonable based on the purpose of issuing the stock
acquisition rights.
Note: Subject to approval of the issue and granting of stock acquisition rights
at the 109th Ordinary Annual General Meeting of Stockholders scheduled for June
29, 2005, the specific details will be determined at a meeting of the Board of
Directors to be held subsequent to the closing of this Ordinary Annual General
Meeting of Stockholders.
# # #
This information is provided by RNS
The company news service from the London Stock Exchange
END
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