※本制度の概要につきましては2024年5月10日付「事後交付型株式報酬に係る報酬制度導入に伴う報酬制度の改定について」をご参照ください。3 people
(Equivalent to a total of up to 52,700 RSUs)
We have decided at today's board of directors meeting to grant Restricted Stock Units (RSUs) and Performance Share Units (PSUs) to executives of some of our subsidiaries, and would like to announce the following.
In addition to the recipients notified in the "Notice of Granting Restricted Stock Units (RSUs) and Performance Share Units (PSUs)" dated August 30, 2024, this matter involves newly granting to overseas employees. Due to various procedural reasons, the timing of the grants may vary, but they will be implemented within the range of monetary compensatory bonds and allocated number of shares approved at our 20th regular shareholders' meeting.
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Record
- (2) Overview of RSUs
The stock compensation system related to RSUs is that the Company grants a specified number of RSUs to eligible persons, and if the eligible persons meet certain conditions such as holding a position as a director, executive officer, or employee of the Company or its subsidiary with a shareholding ratio of 50% or more during a period predetermined by the Company, the RSUs will be vested. In such case, the Company will grant the same number of the vested RSUs (hereinafter referred to as "Number of Shares to be Granted in this Allocation 1") as common stock of the Company (hereinafter referred to as "Company Stock") or cash (the number of shares to be granted and the percentage of cash to be granted shall be determined by the Company's Board of Directors, taking into account the tax burden on the eligible persons).
The company's subsidiary executives | Four people | (Equivalent to a maximum total of 5,300 shares of RSU) |
3 people
(Rights vesting between 0 and a total of 634,400 PSU, depending on the achievement rate of performance goals)
(Equivalent to a maximum of 634,400 shares of PSU in total)
Company executives and company subsidiaries' directors and executives.
November 1, 2024
- (Based on the achievement rate of performance targets, up to a maximum of 1,155,200 shares of PSU)
0 to a maximum of 1,155,200 shares of PSU
Company executives of our subsidiary. | 4 people | Method and timing of the delivery of our company's shares PSUs equivalent to a total maximum of 69,400 shares |
In the event that there is a fraction of less than one unit when our company's shares are delivered, it will be rounded down before the delivery.
The amount to be paid per share of our company's shares disposed of under this system will be determined based on the closing price of our company's shares in the ordinary trading on the Tokyo Stock Exchange on the business day immediately preceding the date of the resolution of our company's board of directors related to the disposal (or, in the event that there was no trading on that day, the closing price on the most recent trading day), within the range permitted by the relevant laws and regulations, to ensure that it is not particularly advantageous to the eligible recipients.
Treatment in the event of organizational restructuring or other reasons
In the event that a motion for a merger agreement in which our company becomes the disappearing company, a share exchange agreement in which our company becomes a wholly-owned subsidiary, a plan for the transfer of shares, or other organizational restructuring is approved at our company's general meeting of shareholders (provided, however, that in the case where the approval of our company's general meeting of shareholders is not required for such organizational restructuring, it is approved by our company's board of directors), or in the event that other reasons specified by our company occur and the eligible recipients will retire from any position as an officer or employee of our company or its subsidiaries as a result of such organizational restructuring, our company's board of directors may, by resolution, issue a reasonable number of our company's shares, cash, or the counterparty's shares in the organizational reorganization transaction, etc.
November 1, 2024
In the event that the total number of our issued shares increases or decreases due to the consolidation or division of shares (including the issuance of shares without compensation), the number of shares to be awarded in this provision 1 and the number of shares to be awarded in this provision 2 will be adjusted by multiplying by the consolidation or division ratio.
- Method and timing of our company's share delivery
After the rights are confirmed, our company will deliver to the eligible persons the shares of our company to be disposed of through the disposal of our own shares based on the decision of our company's board of directors, in exchange for the physical contribution of monetary reward rights from our company to the eligible persons at the time determined by our company.
In addition, in the event that a fraction of less than one unit occurs when our company's shares are delivered, it will be discarded and delivered.
Furthermore, the amount per share of our company's shares disposed of under this system shall be determined on the business day preceding the date of the decision of our company's board of directors for the disposal, based on the closing price of our company's common stock on the Tokyo Stock Exchange on that day (or, if no trades were made on that day, the closing price of the most recent trading day prior to that), within the limits allowed by the relevant regulations and without being specifically favorable to the eligible persons.
- Handling of cases where organizational restructuring or other reasons arise.
In the case of approval at the general meeting of shareholders of our company for a merger agreement where our company becomes an extinct company, a stock exchange agreement where our company becomes a wholly-owned subsidiary, an equity transfer plan, or other organizational restructuring matters (however, in cases where approval by our company's general meeting of shareholders is not required for such organizational restructuring matters, the approval by our board of company executives), and in other cases specified by our company arise and in cases where individuals will retire from any position at our company and our subsidiaries' executives and employees due to such organizational restructuring, our board of company executives may by resolution issue a reasonable number of our company's shares, money, or the counterparty's shares in organizational restructuring activities.
Above.
