|
Exhibit 4.1
(U.S.)
(English translation)
AGREEMENT CONCERNING
ALLOCATION OF THE STOCK ACQUISITION
RIGHTS
OF SONY CORPORATION
FOR THE FISCAL YEAR 2006
SONY CORPORATION (hereinafter referred to as the
“Corporation”) and ___________________ (hereinafter
referred to as the “Qualified Person”) enter into this
Agreement as follows in connection with the allocation of the stock
acquisition rights (hereinafter referred to as the “Stock
Acquisition Rights”) to be issued by the Corporation pursuant
to the provisions of the terms and conditions of the Stock
Acquisition Rights (hereinafter referred to as the “Terms and
Conditions”) set forth in Exhibit 1 attached hereto and
pursuant to the special resolution adopted at the 89th Ordinary
General Meeting of Shareholders held on June 22, 2006 and the
resolution adopted at the meeting of the Board of Directors held on
October 25, 2006:
The primary purpose of allocating the Stock
Acquisition Rights to the Qualified Person is to enhance the
willingness of the Qualified Person to contribute towards the
advancement of the Sony Group’s business performance and
thereby advance such business performance by making the economic
interest, which the Qualified Person will receive, correspond to
the business performance of the Corporation.
|
Article 2
|
(Restrictions under the Terms and Conditions and
this Agreement)
|
The Stock Acquisition Rights shall be subject to the
Terms and Conditions and, further, exercise or disposition of the
Stock Acquisition Rights shall be subject to certain conditions and
restrictions provided for in this Agreement (including the
exhibits).
|
Article 3
|
(Subscription for and Allocation of the Stock
Acquisition Rights)
|
The Qualified Person hereby applies for the
subscription for Stock Acquisition Rights
issued in accordance with the Terms and Conditions, and pursuant to
this Agreement, the Corporation allocates such number of the Stock
Acquisition Rights to the Qualified Person in accordance with the
following terms on November 16, 2006 (hereinafter referred to as
the “Allotment Date”).
|
|
(1)
|
Number of the Stock Acquisition Rights allocated to
the Qualified Person:
|
|
|
(2)
|
Class and number of shares to be issued or
transferred upon exercise of each Stock Acquisition
Right:
|
100 shares of common stock of the
Corporation
In the event that the Corporation conducts a stock
split (including free distribution of shares (
musho-wariate )) or a
consolidation of the shares of common stock of the Corporation, the
number of shares to be issued or transferred upon exercise of each
Stock Acquisition Right (hereinafter referred to as the
“Number of Granted Shares”) shall be adjusted in
accordance with the following formula:
|
Number
of Granted Shares after adjustment
|
=
|
Number of
Granted Shares
before Adjustment
|
x
|
Ratio of split or
consolidation
|
Provided, however, that such adjustment shall be
made only with respect to the Number of Granted Shares for the
Stock Acquisition Rights which have not been exercised at the time
of the adjustment. Any fraction less than one (1) share resulting
from the adjustment shall be disregarded.
|
|
(3)
|
The Stock Acquisition Rights are issued without
payment of any consideration to the Corporation.
|
|
|
(4)
|
Amount to be paid in per share to be issued or
transferred upon exercise of the Stock Acquisition Rights
(hereinafter referred to as the “Exercise Price”) is
initially:
|
● yen
Provided, however, that if the closing price of
shares of common stock of the Corporation in the regular trading
thereof on the Tokyo Stock Exchange (hereinafter referred to as the
“Closing Price”) on the Allotment Date (if there is no
Closing Price on such date, the Closing Price on the immediately
preceding trading day) is higher than ● yen, then the amount
equal to the Closing Price on the Allotment Date shall be the
initial Exercise Price. In this case, the Corporation shall notify
such initial Exercise Price to the Qualified Person. The Exercise
Price may be adjusted pursuant to the provisions of the Terms and
Conditions.
|
|
(5)
|
Period during which the Stock Acquisition Rights may
be exercised:
|
As provided for in Exhibit 2 attached
hereto
|
Article 4
|
(Corporation and its Shares)
|
|
|
(1)
|
Trade name of the Corporation:
|
SONY CORPORATION
|
|
(2)
|
Total number of shares authorized to be issued by
the Corporation:
|
3,600,000,000 shares
|
|
(3)
|
Number of shares constituting one (1) unit of
shares:
|
100 shares
Mitsubishi UFJ Trust and Banking
Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku,
Tokyo
|
|
(Business office)
|
Mitsubishi UFJ Trust and Banking
Corporation
|
|
|
|
Corporate Agency Division |
|
|
|
10-11, Higashisuna 7-chome, Koutou-ku,
Tokyo |
|
Article 5
|
(Restrictions on and Conditions for Exercise of
the Stock Acquisition Rights and Prohibition of
Disposition)
|
1.
Notwithstanding Item (5) of Article 3 above,
one-third of the aggregate number of the Stock Acquisition Rights
allocated to the Qualified Person (any fraction less than one (1)
Stock Acquisition Right shall be disregarded) (hereinafter referred
to as the “First Exercisable Portion”) is exercisable
as from and including the commencement date of the period provided
for in Item (5) of Article 3 (hereinafter referred to as the
“Commencement Date of Exercisable Period”), half of the
number of the Stock Acquisition Rights after deduction of the First
Exercisable Portion from the aggregate number of the Stock
Acquisition Rights allocated to such Qualified Person (any fraction
less than one (1) Stock Acquisition Right shall be disregarded)
(hereinafter referred to as the “Second Exercisable
Portion”) is exercisable as from and including November 16,
2008 and the balance of the Stock Acquisition Rights after
deduction of the First Exercisable Portion and the Second
Exercisable Portion from the aggregate number of the Stock
Acquisition Rights allocated to such Qualified Person is
exercisable as from and including November 16, 2009.
2.
In case that the Qualified Person forfeits either
status as a director, corporate executive officer or employee of
the Corporation or of group companies of the Corporation
(subsidiaries and affiliates of the Corporation as defined in the
“Rules Concerning Terminology, Form and Method of Preparation
of Financial Statements, etc. under the Japanese Securities and
Exchange Law”, hereinafter collectively referred to as the
“Sony Group Companies”) by falling under any of the
following items, the exercise of the Stock Acquisition Rights shall
be subject to the restrictions provided for in such following item;
provided, however, that in no case any Stock Acquisition Rights may
be exercised after the period provided for in Item (5) of Article
3.
|
|
(1)
|
In case that the Qualified Person is subject to
punitive dismissal or resignation under instruction pursuant to the
rules of employment of the Corporation or of the Sony Group
Companies or removed from office:
|
The Qualified Person may not exercise the Stock
Acquisition Rights on and after the day on which he/she forfeits
the status as a director, corporate executive officer or employee
of the Corporation or of the Sony Group Companies (hereinafter
referred to as the “Status Forfeit Date”);
|
|
(2)
|
In case that the Qualified Person ceases to be a
director, corporate executive officer or employee of the
Corporation or of the Sony Group Companies due to his/her own
death:
|
The heir of the Qualified Person may exercise the
Stock Acquisition Rights which are exercisable pursuant to
Paragraph 1 of this Article as of the Status Forfeit Date
(hereinafter referred to as the “Exercisable Stock
Acquisition Rights”) until and including the day on which one
(1) year after the Status Forfeit Date elapses subject
to the provision of Article 7, but may not exercise
the Stock Acquisition Rights which are not exercisable pursuant to
Paragraph 1 of this Article as of the Status Forfeit Date
(hereinafter referred to as the “Unexercisable Stock
Acquisition Rights”) on and after the Status Forfeit Date;
provided, however, that if the Corporation allows the heir of the
Qualified Person to exercise the Unexercisable Stock Acquisition
Rights, all of the Unexercisable Stock Acquisition Rights shall
become exercisable on the Status Forfeit Date (or the Commencement
Date of Exercisable Period, if the Status Forfeit Date falls on a
day before the Commencement Date of Exercisable Period) and the
heir of the Qualified Person may exercise the Unexercisable Stock
Acquisition Rights until and including the day on which one (1)
year after the Status Forfeit Date elapses subject to the provision
of Article 7; and
|
|
(3)
|
In case that the Qualified Person forfeits the
status as a director, corporate executive officer or employee of
the Corporation or of the Sony Group Companies due to any other
events:
|
The Qualified Person may exercise the Exercisable
Stock Acquisition Rights until and including the day on which one
(1) year after the Status Forfeit Date elapses, but may not
exercise the Unexercisable Stock Acquisition Rights on and after
the Status Forfeit Date; provided, however, that if the Corporation
allows the Qualified Person to exercise the Unexercisable Stock
Acquisition Rights, all of the Unexercisable Stock Acquisition
Rights shall become exercisable on the Status Forfeit Date (or the
Commencement Date of Exercisable Period, if the Status Forfeit Date
falls on a day before the Commencement Date of Exercisable Period)
and the Qualified Person may exercise the Unexercisable Stock
Acquisition Rights until and including the day on which one (1)
year after the Status Forfeit Date elapses.
3.
The Qualified Person may not exercise the Stock
Acquisition Rights in any of the following cases:
|
|
(1)
|
In case that the Qualified Person works for a
competitor of the Corporation or of the Sony Group Companies as
such competitor’s officer, employee or consultant, and the
Representative Corporate Executive Officer of the Corporation
determines not to permit the exercise by such Qualified Person of
the Stock Acquisition Rights allocated to such Qualified
Person.
|
|
|
(2)
|
In case that the Qualified Person is regarded by the
Corporation to have performed any act of disloyalty against the
Corporation or the Sony Group Companies.
|
|
|
(3)
|
In case that the Qualified Person violates any
provision of this Agreement.
|
4.
The Qualified Person may not be authorized to
transfer, pledge or otherwise dispose of all or part of the Stock
Acquisition Rights.
5.
In no circumstances shall any Qualified Person
request the Corporation to purchase the Stock Acquisition Rights
held by him/her.
|
Article 6
|
(Procedures for Exercising the Stock Acquisition
Rights)
|
Procedures for exercising the Stock Acquisition
Rights shall be provided for in the Terms and Conditions and
Exhibit 2 attached hereto, and in addition, detailed matters
concerning such procedures shall be provided for in a “Guide
to the Sony Stock Option Program” separately provided and
delivered by the Corporation to the Qualified Person no later than
the Commencement Date of Exercisable Period.
|
Article 7
|
(Inheritance of the Stock Acquisition
Rights)
|
1.
In case that the Qualified Person dies, the heir of
such Qualified Person may, pursuant to this Article, other
provisions of this Agreement and conditions to be provided
separately by the Corporation, succeed to and exercise the
outstanding Stock Acquisition Rights; provided, however, that the
heir of such Qualified Person may not exercise the Stock
Acquisition Rights if such Qualified Person has given a prior
written notice to the Corporation in the form prescribed by the
Corporation to the effect that such Qualified Person does not allow
the heir to exercise the Stock Acquisition Rights. In case that the
Qualified Person dies after he/she forfeits the status as a
director, corporate executive officer or employee of the
Corporation or of the Sony Group Companies due to any events
provided for in each Item of Article 5, Paragraph 2 (excluding
Items (2)), the heir of such Qualified Person may exercise the
Stock Acquisition Rights during the period from and including such
Qualified Person’s Status Forfeit Date to and including the
day on which the exercisable period provided for in the said each
Item elapses, to the extent that such Qualified Person may exercise
as provided for in the said each Item; provided, however, that in
no case any Stock Acquisition Rights may be exercised after the
period provided for in Item (5) of Article 3.
2.
In case that there are more than one heir of the
Qualified Person, the heirs must designate one heir to succeed to
the Stock Acquisition Rights (hereinafter referred to as the
“Successor”).
3.
In case that the Successor dies, any heir of the
Successor may not exercise the Stock Acquisition Rights.
4.
Heirs of the Qualified Person must, in cooperation,
file with or submit to the Corporation the following matters and
documents immediately after the commencement of the
inheritance:
|
|
(1)
|
Certified copy of family register, etc. (Those
issued within three (3) months or less are required);
|
|
|
(2)
|
Seal registration certificate of the heirs (Those
issued within three (3) months or less are required);
|
|
|
(3)
|
Legacy division agreement or any other similar
document necessary to certify the division of the
legacy;
|
|
|
(4)
|
Document to verify the name and address of the
Successor or in case that the Successor resides outside Japan,
his/her contact address in Japan; and
|
|
|
(5)
|
Any other matters or documents designated by the
Corporation.
|
5.
In case that no agreement in respect of the division
of the legacy is reached between or among the heirs of the
Qualified Person, heirs of the Qualified Person shall forthwith
designate their representative and notify the Corporation to such
effect. In such case, the representative of
the heirs shall file with or submit to the
Corporation the matters and documents mentioned in the preceding
Paragraph as soon as an agreement is reached.
6.
Each provision, excluding this Article, of this
Agreement shall be applicable to the Successor to the extent of
their meaning.
|
Article 8
|
(Taxes and Expenses)
|
The Qualified Person shall pay all taxes or other
governmental charges, which may be imposed in connection with the
exercise of the Stock Acquisition Rights, at such Qualified
Person’s own expense and responsibility. This shall apply to
all costs and expenses that may arise in connection with the
exercise of the Stock Acquisition Rights.
|
Article 9
|
(Compliance with Securities and Exchange Law,
Etc.)
|
1.
The Qualified Person shall, in selling the shares of
common stock of the Corporation, which such Qualified Person has
acquired upon exercise of the Stock Acquisition Rights, comply with
the Securities and Exchange Law of Japan (the Financial Instruments
and Exchange Law shall apply after the effectiveness thereof; the
same shall apply hereinafter), any other applicable laws and
regulations including the matters agreed upon in Article 10, and
the Rules for Prevention of Insider Trading established by the
Corporation.
2.
The Qualified Person shall, in selling the shares of
common stock of the Corporation, which such Qualified Person has
acquired upon exercise of the Stock Acquisition Rights, confirm in
advance with the Investor Relations Office of the Corporation (or
any other department of the Corporation in charge of such matters
at the time), whether or not such sale will contravene Articles 166
and/or 167 (provisions relating to insider trading) of the
Securities and Exchange Law of Japan.
|
Article 10
|
(Restrictions under the U.S. Securities
Act)
|
The Qualified Person hereby understands and agrees
to the following representations, and warrants and covenants for
the benefit of the Corporation:
|
|
(1)
|
Absence of Registration in the United States of
America
|
Neither the Stock Acquisition Rights nor the shares
of common stock of the Corporation issuable or transferable upon
exercise of the Stock Acquisition Rights have been registered
pursuant to the U.S. Securities Act of 1933 (hereinafter referred
to as the “Securities Act”), nor shall such
registration be made in the future; no such securities shall be
offered or sold in the U.S.A. or to, or for, or for the benefit of
U.S. persons except pursuant to an exemption from registration
under the Securities Act.
|
|
(2)
|
Limitation on Sale of Shares of Common Stock of the
Corporation
|
The shares of common stock of the Corporation issued
or transferred upon exercise of the Stock Acquisition Rights may
not be offered, sold, encumbered or otherwise disposed (including
those by depositing the same with any depositary), except (i) on
the Tokyo Stock Exchange, Inc., where no sales commission other
than ordinary brokerage commission is paid and neither the selling
person nor any of his or her
agent engages in a directed selling effort in the
U.S.A.; (ii) in compliance with the exemption from registration
under the Securities Act in accordance with Rule 144 (if
applicable); (iii) in the case of mortgage, if such mortgage is
given to a Japanese financial institution in Japan and such
institution sells the shares of common stock of the Corporation
which are subject to such mortgage outside the U.S.A.; or (iv)
pursuant to any other applicable exemption from registration under
the Securities Act with the consent of the Corporation.
|
Article 11
|
(Treatment in Events of Merger and
Consolidation)
|
1.
In the event of any corporate transaction excluding
(a) a consolidation, amalgamation or merger in which the
Corporation is the continuing corporation, or (b) share exchange
( kabushiki-kokan ) or share transfer ( kabushiki-iten ) pursuant to which
the Corporation is to become a wholly-owned subsidiary of another
corporation involving the Corporation, including a dissolution or
liquidation of the Corporation, a sale of all or substantially all
of the Corporation’s assets, a corporate split, or any other
similar transaction, the Corporation may (x) cause the entity
resulting from such transaction to execute an agreement providing
that a holder of the Options shall have the right during the Term
to exercise the Options and upon such exercise of the Options to
receive the class and amount of shares and other securities and
property receivable upon such transaction by a holder of the number
of shares in respect of which the Options could have been exercised
immediately prior to such transaction or (y) prevent from being
exercised, effective immediately upon the occurrence of such
transaction, each Option outstanding immediately prior to such
transaction (whether or not then exercisable).
2.
In the event that the Corporation enters into a
definitive agreement or makes a decision by board resolution or
approval of shareholders’ meeting to effectuate one or more
of the transactions or events described in the immediately
preceding paragraph , including any consolidation, amalgamation or
merger (other than a consolidation, amalgamation or merger in which
the Corporation is the continuing corporation), or share exchange
( kabushiki-kokan ) or share transfer ( kabushiki-iten ) pursuant to which
the Corporation is to become a wholly-owned subsidiary of another
corporation, the Corporation may provide not less than twenty days
advance notice to the Qualified Person from the consummation of
such transaction or event and give the Qualified Person the
opportunity to exercise their Options (whether or not such Options
are then vested or exercisable), immediately prior to, and subject
to, the consummation of such transaction or event.
|
Article 12
|
(Condition Subsequent)
|
This Agreement shall terminate, automatically,
without any procedures being taken, in the event that the Qualified
Person is not in the position of director, corporate executive
officer, or employee of the Corporation or of the Sony Group
Companies on the Allotment Date.
|
Article 13
|
(Compliance with Foreign Laws and
Regulations)
|
1.
If it is necessary for the reason that the Qualified
Person is deemed a resident of any country other than Japan or for
any other reason so that, pursuant to any laws or regulations
(including those of any country other than Japan) applicable to
such Qualified Person, such
Qualified Person or the Corporation shall be
required to perform or comply with certain procedures for
allocating, holding or exercising the Stock Acquisition Rights
thereunder, such Qualified Person shall notify the Corporation in
advance of the necessity to perform or comply with such procedures
and the contents thereof, and perform or comply with such
procedures that are required to be performed or complied with by
such Qualified Person himself or herself, and request the
Corporation to perform or comply with the procedures that are
required to be performed or complied with by the Corporation
(hereinafter referred to as the “Corporation’s
Procedures”). In case that the request shall be made by the
Qualified Person for the Corporation to perform or comply with the
Corporation’s Procedures, the Corporation shall independently
consider the necessity for the performance or compliance, and, if
the Corporation shall come to the conclusion that it is necessary
to do so, it shall perform or comply with the Corporation’s
Procedures.
2.
The Qualified Person shall pay for all expenses,
which may arise in connection with the procedures provided for in
the immediately preceding paragraph, and shall keep the Corporation
fully indemnified against all such costs, expenses and damages,
which may arise or which the Corporation may incur in connection
with such procedures.
|
Article 14
|
(Representations, Warranties, Covenants and
Confirmations)
|
The Qualified Person shall represent, warrant,
covenant and confirm the matters set forth in Exhibit 3 attached
hereto for the benefit of the Corporation. The following terms
included in Exhibit 3 shall have the following meaning:
“Allocation Agreement” means this
Agreement;
“Corporation” means the
Corporation;
“Qualified Person” means the Qualified
Person; and
“SAR” means the Stock Acquisition
Rights.
|
Article 15
|
(Amendment to this Agreement and Treatment of
Matters Not Provided for in this Agreement)
|
1.
If it is found out that this Agreement is not in
compliance with the Company Law, the Securities and Exchange Law,
the Income Tax Law, the Corporation Tax Law or any other related
laws or regulations of Japan, or if this Agreement becomes not in
compliance therewith as a result of amendments thereto which become
effective after the conclusion of this Agreement, the Corporation
may, with notice to the Qualified Person, adequately establish,
amend or eliminate the subject provisions.
2.
With respect to matters not provided for in this
Agreement or the “Guide to the Sony Stock Option
Program”, such matters shall be determined by consultation in
good faith between the Corporation and the Qualified Person. In the
event that the Qualified Person rejects such consultation, or in
the event that such consultation fails to bring an agreement, such
matters shall be decided by the Corporation.
|
Article 16
|
(Manner of Notice)
|
Notices by the Corporation to the Qualified Person
under the Terms and Conditions and this Agreement shall be made in
any of the following manners:
|
|
(1)
|
delivering (including mailing) a written notice to
the address of the Qualified Person set forth in the register of
the Stock Acquisition Rights;
|
|
|
(2)
|
sending documents to the Qualified Person at his/her
department in the Corporation (including any Sony Group Company) or
sending electronic data to the e-mail address of the Qualified
Person at the Corporation (including any Sony Group Company);
or
|
|
|
(3)
|
giving notice on the web site of the Corporation
(including any Sony Group Company).
|
|
Article 17
|
(Governing Law and Jurisdiction)
|
This Agreement shall be governed by and construed in
accordance with the laws of Japan. The Tokyo District Court shall
have the exclusive jurisdiction for settling any and all disputes
that arises under or in connection with this Agreement.
IN WITNESS WHEREOF, two (2) originals of this
Agreement have been prepared and executed by seal impressions or
signatures by the Corporation and the Qualified Person, each party
retaining one (1) original.
November 15, 2006
7-35, Kitashinagawa 6-chome, Shinagawa-ku,
Tokyo
|
|
Howard Stringer
|
| |
Chairman and Chief Executive
Officer,
Representative Corporate Executive Officer |
(Non-U.S.)
(English translation)
AGREEMENT CONCERNING
ALLOCATION OF THE STOCK ACQUISITION
RIGHTS
OF SONY CORPORATION
FOR THE FISCAL YEAR 2006
SONY CORPORATION (hereinafter referred to as the
“Corporation”) and ___________________ (hereinafter
referred to as the “Qualified Person”) enter into this
Agreement as follows in connection with the allocation of the stock
acquisition rights (hereinafter referred to as the “Stock
Acquisition Rights”) to be issued by the Corporation pursuant
to the provisions of the terms and conditions of the Stock
Acquisition Rights (hereinafter referred to as the “Terms and
Conditions”) set forth in Exhibit 1 attached hereto and
pursuant to the special resolution adopted at the 89th Ordinary
General Meeting of Shareholders held on June 22, 2006 and the
resolution adopted at the meeting of the Board of Directors held on
October 25, 2006:
The primary purpose of allocating the Stock
Acquisition Rights to the Qualified Person is to enhance the
willingness of the Qualified Person to contribute towards the
advancement of the Sony Group’s business performance and
thereby advance such business performance by making the economic
interest, which the Qualified Person will receive, correspond to
the business performance of the Corporation.
|
Article 2
|
(Restrictions under the Terms and Conditions and
this Agreement)
|
The Stock Acquisition Rights shall be subject to the
Terms and Conditions and, further, exercise or disposition of the
Stock Acquisition Rights shall be subject to certain conditions and
restrictions provided for in this Agreement (including the
exhibits).
|
Article 3
|
(Subscription for and Allocation of the Stock
Acquisition Rights)
|
The Qualified Person hereby applies for the
subscription for Stock Acquisition Rights
issued in accordance with the Terms and Conditions, and pursuant to
this Agreement, the Corporation allocates such number of the Stock
Acquisition Rights to the Qualified Person in accordance with the
following terms on November 16, 2006 (hereinafter referred to as
the “Allotment Date”).
|
|
(1)
|
Number of the Stock Acquisition Rights allocated to
the Qualified Person:
|
|
|
(2)
|
Class and number of shares to be issued or
transferred upon exercise of each Stock Acquisition
Right:
|
100 shares of common stock of the
Corporation
In the event that the Corporation conducts a stock
split (including free distribution of shares (
musho-wariate )) or a
consolidation of the shares of common stock of the Corporation, the
number of shares to be issued or transferred upon exercise of each
Stock Acquisition Right (hereinafter referred to as the
“Number of Granted Shares”) shall be adjusted in
accordance with the following formula:
|
Number
of Granted Shares after adjustment
|
=
|
Number of
Granted Shares
before Adjustment
|
x
|
Ratio of split or
consolidation
|
Provided, however, that such adjustment shall be
made only with respect to the Number of Granted Shares for the
Stock Acquisition Rights which have not been exercised at the time
of the adjustment. Any fraction less than one (1) share resulting
from the adjustment shall be disregarded.
|
|
(3)
|
The Stock Acquisition Rights are issued without
payment of any consideration to the Corporation.
|
|
|
(4)
|
Amount to be paid in per share to be issued or
transferred upon exercise of the Stock Acquisition Rights
(hereinafter referred to as the “Exercise Price”) is
initially:
|
● yen
Provided, however, that if the closing price of
shares of common stock of the Corporation in the regular trading
thereof on the Tokyo Stock Exchange (hereinafter referred to as the
“Closing Price”) on the Allotment Date (if there is no
Closing Price on such date, the Closing Price on the immediately
preceding trading day) is higher than ● yen, then the amount
equal to the Closing Price on the Allotment Date shall be the
initial Exercise Price. In this case, the Corporation shall notify
such initial Exercise Price to the Qualified Person. The Exercise
Price may b
| 
