| CANON INC. | ||
(Registrant) |
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| Date.... March 27, 2009.... | By....../s/...... Masashiro Kobayashi ................. | |
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(Signature)* |
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Masashiro Kobayashi |
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General Manager |
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Global Finance Management Center |
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Canon Inc. |
| 1. | Number of Share Options | ||
| Nine thousand five hundred and forty (9,540) share options. | |||
| 2. | Grantees of Share Options and Number of Share Options to be Granted | ||
The grantees of share options and the number of share options to be granted shall be as
follows. Provided, however, that such number to be granted shall be subject to grantee’s
application for the subscription of share options, and if the applied number is less than
the Number to be Granted, such applied number of share options shall
be granted. |
| Grantees of Share Options | Number of Grantees |
Number to be Granted per Grantee |
Total | ||||||||||||||
Representative Director |
3 | 350 | 1,050 | ||||||||||||||
Executive Vice President & Director |
1 | 300 | 300 | ||||||||||||||
Senior Managing Director |
6 | 250 | 1,500 | ||||||||||||||
Managing Director |
8 | 200 | 1,600 | ||||||||||||||
Director |
7 | 150 | 1,050 | ||||||||||||||
Executive Officer |
10 | 120 | 1,200 | ||||||||||||||
Advisory Director |
26 | 100 | 2,600 | ||||||||||||||
Management Mission Band 5 |
3 | 80 | 240 | ||||||||||||||
Total |
64 | – | 9,540 | ||||||||||||||
| 3. | Date of Allotment of Share Options | ||
| The date of allotment of share options shall be May 1, 2009. | |||
| 4. | Cash Payment for Share Options | ||
| No cash payment will be required. | |||
| 5. | Number of Shares to be acquired upon Exercise of a Share Option | ||
The number of shares to be acquired upon exercise of one (1) share option (the “Allotted
Number of Shares”) shall be one hundred (100) common shares, and the total number of shares
to be delivered due to the exercise of share options shall be nine hundred fifty-four
thousand (954,000) shares. |
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However, if the Company effects a share split (including allotment of common shares without
compensation; this inclusion being applicable below) or a share consolidation after the date
of the allotment of the share options, the Allotted Number of Shares will be adjusted by the
following calculation formula: |
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| Allotted Number of Shares after Adjustment | |||
= Allotted Number of Shares before Adjustment x Ratio of Share Splitting or Share
Consolidation |
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Such adjustment will be made only with respect to the number of issued share options that
have not then been exercised, and any fractional number of less than one (1) share resulting
from such adjustment will be rounded off. |
| 6. | Amount of Property to Be Contributed upon Exercise of Share Options | ||
The amount of property to be contributed upon the exercise of each share option will be the
amount obtained by multiplying the amount to be paid in for one share (the “Exercise Price”)
to be delivered upon the exercise of a share option by the Allotted Number of Shares. |
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The Exercise Price will be the product of the multiplication of 1.05 and the closing price
of one (1) common share of the Company in ordinary trading at the Tokyo Stock Exchange as of
the date of allotment of the share options (or if no trade is made on such date, the date
immediately preceding the date on which such ordinary shares are traded), with any factional
amount of less than one (1) yen to be rounded up to one (1) yen. |
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| The Exercise Price will be adjusted as follows: |
| (i) | If the Company effects a share split or a share consolidation after the date of
the allotment of the share options, the Exercise Price will be adjusted by the
following calculation formula, with any fractional amount of less than one (1) yen to
be rounded up to one (1) yen: |
Exercise Price after Adjustment |
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| 1 | ||||
= Exercise Price before Adjustment x
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| Ratio of Share Splitting or Share Consolidation | ||||
| (ii) | If, after the date of allotment of share options, the Company issues common shares
at a price lower than the then market price thereof or disposes common shares
owned by it, the Exercise Price will be adjusted by the following calculation formula,
with any fractional amount of less than one (1) yen to be rounded up to one (1) yen;
however, the Exercise Price will not be adjusted in the case of the exercise of share
options: |
| Exercise Price after Adjustment = Exercise Price before Adjustment x |
Number of Issued and Outstanding Shares + |
Number of Newly Issued Shares x Payment amount per Share | ||
| Market Price | |||
| Number of Issued and Outstanding Shares + Number of Newly Issued Shares |
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The “Number of Issued and Outstanding Shares” is the number of shares already issued
by the Company after subtraction of the number of shares owned by the Company. In the
case of the Company’s disposal of shares owned by it, the “Number of Newly Issued
Shares” will be replaced with the “Number of Own Shares to Be Disposed.” |
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| (iii) | In the case of a merger, a company split or capital reduction after the date
of allotment of share options, or in any other analogous case requiring the adjustment
of the Exercise Price, the Exercise Price shall be appropriately adjusted within a
reasonable range. |
| 7. | Period during Which Share Options Are Exercisable | |
| From May 1, 2011 to April 30, 2015. | ||
| 8. | Matters regarding Stated Capital and Capital Reserves Increased When Shares Are Issued upon
Exercise of Share Options |
| (i) | The increased amount of stated capital will be one half (1/2) of the maximum
amount of increases of stated capital, etc. to be calculated in accordance with Article
40, Paragraph 1 of the Companies Accounting Regulations
(Kaisha Keisan Kisoku). Any
fractional amount of less than one (1) yen resulting from such calculation will be
rounded up to one (1) yen. |
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| (ii) | The increased amount of capital reserves shall be the amount of the maximum
amount of increases of stated capital, etc., mentioned in (i) above, after the
subtraction of increased amount of stated capital mentioned in (i) above. |
| 9. | Restriction on Acquisition of Share Options by Transfer | |
An acquisition of share options by way of transfer requires the approval of the Board of
Directors. |
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| 10. | Events for the Company’s Acquisition of Share Options | |
If a proposal for the approval of a merger agreement under which the Company will become an
extinguishing company or a proposal for the approval for a share exchange agreement or a
share transfer plan under which the Company will become a wholly-owned subsidiary is
approved by the Company’s shareholders at a shareholders’ meeting (or by the Board of
Directors if no resolution of a shareholders’ meeting is required for such approval), the
Company will be entitled to acquire the share options, without compensation, on a date
separately designated by the Board of Directors. |
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| 11. | Handling of Fractions | |
Any fraction of a share (less than one (1) share) to be delivered to any holder of share
options who has exercised share options will be disregarded. |
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| 12. | Other Conditions for Exercise of Share Options |
| (i) | One share option may not be exercised partially. |
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| (ii) | Each holder of share options must continue to be a director, executive officer
or employee of the Company until the end of the Company’s general meeting of
shareholders regarding the final business term within two (2) years from the end of the
Ordinary General Meeting of Shareholders for the 108th Business Term of the Company. |
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| (iii) | Holders of share options will be entitled to exercise their share options for
two (2) years, and during the exercisable period, even after they lose their positions
as directors, executive officers or employees. However, if a holder of share options
loses such position due to resignation at his/her initiative, or due to dismissal or
discharge by the Company, his/her share options will immediately lose effect. |
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| (iv) | No succession by inheritance is authorized for the share options. |
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| (v) | Besides the above, other conditions shall be stipulated in an agreement to be
executed between the Company and grantee of share options, based on the resolution of
the Board of Directors’ meeting. |
| (1) | The date on which the Board of Directors’ meeting resolved the proposal of issuance of share
options to the Ordinary General Meeting of Shareholders |
| (2) | The date on which the issuance of share options was resolved at the Ordinary General Meeting
of Shareholders |