EX-4.12 5 fteo-20170331ex412c877c7.htm EX-4.12 fteo_Ex4_12

Exhibit 4.12

Summary of the Terms of the Seventeenth Stock Option Agreement

1. Number of the stock options

7,510 units

The total number of shares that could be allotted upon exercise of the stock option shall be 751,000 common shares of the Company. If the number of shares to be allotted in relation to each stock option is adjusted in accordance with 3 (1) below, the total number shall be calculated by multiplying the number of shares to be allotted for one stock option after adjustment by the number of stock options above.

2. Money to be paid in exchange for grant of the stock option

The issue price per stock option shall be 4,200 yen. Such amount was determined to be equal to the result of a calculation undertaken by Plutus Consulting Co., Ltd., an independent third party evaluation agency, using the Monte Carlo simulation, a general option price calculation model, based on the Company’s share price information and other data.

3. Details of the stock options

(1) Class and number of shares underlying the stock options

The number of shares to be issued upon exercise of each stock option (hereinafter referred to as the “Number of Granted Shares”) shall be 100 common shares of the Company.

In the event that the Company conducts a stock split (including allotment of its common shares free of charge; hereinafter the same shall apply to descriptions of stock splits) or a stock consolidation after the date of allotment of the stock options, the Number of Granted Shares shall be adjusted according to the following formula. Provided, however, that such adjustment shall be made only to the Number of Granted Shares for the stock options that have not yet been exercised at the time of the adjustment. Any fraction less than one share arising from the adjustment shall be rounded down.

Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Ratio of stock split (or consolidation)

In addition, after the date of allotment of stock options, if the Company implements a merger, company split, reduction of capital stock, or engages in any other similar matters where the adjustment of the Number of Granted Shares becomes necessary, the Number of Granted Shares shall be adjusted appropriately within the scope deemed reasonable.

(2) Amount of the property to be contributed upon exercise of the stock options and the calculation method

The amount of the property to be contributed upon exercise of each stock option shall be the amount obtained by multiplying the amount to be paid per share (hereinafter referred to as the “Exercise Price”) by the Number of Granted Shares.


 

The Exercise Price shall be 731 yen, which is equal to the closing price of the Company’s common stock on the Tokyo Stock Exchange on the previous day (June 13, 2017) of the resolution of the board of directors of the Company.

If the Company conducts a stock split or stock consolidation after the date of allotment of the stock options, the Exercise Price shall be adjusted according to the following formula, and any resulting fraction less than one yen shall be rounded up.

Exercise Price after adjustment = Exercise Price before adjustment ×

1

Ratio of split (or consolidation)

If the Company issues new common shares or disposes of its treasury shares after the date of allotment of the stock options at a price below the market price of its shares (excluding the case of the issuance of new shares and the disposal of treasury shares upon exercise of stock options and the transfer of treasury shares through the exchange of shares), the Exercise Price shall be adjusted according to the following formula, and any resulting fraction less than one yen shall be rounded up.

 

 

 

 

Number of outstanding shares

Number of shares to be issued

×

Amount to be paid per share

Exercise Price after adjustment

Exercise Price before adjustment

×

Market price per share prior to the issuance

Number of outstanding shares Number of shares to be issued

In the above formula, the “number of outstanding shares” shall be the amount obtained by subtracting the number of treasury shares consisting of its common stock from the total number of issued shares of common stock of the Company. If the Company undertakes the disposal of treasury shares consisting of its common stock, the “number of shares to be issued” shall be read as the “number of treasury shares to be disposed of.”

In addition to the above, if the Company implements a merger with another company, company split, or any other similar matter where the adjustment of the Exercise Price becomes necessary, after the date of the allotment of the stock options, the Exercise Price may be adjusted by the Company within the scope deemed reasonable.

(3) Period during which the stock options are exercisable

The period during which the stock options are exercisable (hereinafter referred to as the “Exercise Period”) shall be from July 1, 2019 up to and including July 6, 2022.

(4) Matters concerning capital and capital reserve to be increased

i.The amount of capital to be increased as a result of the issuance of shares upon the exercise of the stock options shall be one half (1/2) of the maximum amount of increase


 

in stated capital, etc. as calculated pursuant to Article 17, Paragraph 1 of the Rules of Corporate Accounting, with any fraction less than one yen arising from such calculation to be rounded up.

ii.The amount of capital reserve to be increased as a result of the issuance of shares upon the exercise of the stock options shall be the amount obtained by deducting the amount of capital to be increased set forth in i. above, from the maximum amount of increases of capital, etc. set forth in i. above.

(5) Restriction on transfer of the stock options

Any acquisition of stock options through transfer shall require approval by resolution of the board of directors of the Company.

(6) Terms and conditions of the exercise of the stock options

i.A holder of stock options may exercise the following predetermined number of units of stock options from those allotted to him/her (hereinafter referred to as the “ratio of exercisable stock options”) if the cumulative amount of the operating income or the operating loss reported in the consolidated income statement (income statement if the consolidated income statement has not been prepared) which is to be included in the annual securities report for the fiscal year ending March 31, 2018 and the fiscal year ending March 31, 2019 satisfies the conditions described in (a) or (b) below. Provided, however, that any fraction less than one yen arising from the number of exercisable stock options shall be rounded down and in the event that there has been a significant change in the concept of items to be referred to due to the application, etc. of the International Financial Reporting Standards, the Company shall determine another indicator to be referred to at a meeting of the board of directors.

(a) When the operating income exceeds 800 million yen: Ratio of exercisable stock options: 50 %

(b) When the operating income exceeds 1,000 million yen: Ratio of exercisable stock options: 100%

ii.In order to exercise his/her stock options, a holder is required to (i) continuously serve in the position of either a director (including an officer in the U.S.), auditor or employee (including non-regular staff under the reemployment regulations) of the Company or its subsidiaries for two years or more by the time of the exercise of stock options and (ii) remain in said position at the time of the exercise of stock options. Provided, however, that a holder who has only satisfied the requirement (i) may still exercise the stock options within 90 days after he/she loses said positon if the reason why he/she failed to satisfy the requirement (ii) was due to retirement upon expiration of the term of office, mandatory retirement or other reason as deemed justifiable by the board of directors of


 

the Company.

iii.No heir of stock options shall be permitted to exercise stock options.

iv.If the total number of issued shares of the Company exceeds the number of issuable shares upon the exercise of stock options, the exercise of stock options may not be executed.

x.Any fraction less than one unit of the stock options may not be exercised.

4. Allotment date of stock options

July 7, 2017

5. Matters concerning acquisition of the stock options

In the case where holders of stock options become unable to exercise stock options because of failing to satisfy the conditions prescribed in 3 (6) above before exercising such stock options, the Company may acquire such stock options free of charge.

6. Treatment of stock options at the time of conducting organizational restructuring

In the event that the Company is to engage in a merger (limited to cases where the Company is to be disappearing as a result of the merger), performs an absorption-type company split or an incorporation-type company split, or conducts a share exchange or share transfer (hereafter collectively referred to as the “Organizational Restructuring Activities”), the stock options described in Article 236, Paragraph 1, Items 8 (a) through (e) of the Companies Act (hereafter referred to as the “Restructured Company”) shall be issued to each holder of the stock options under the following conditions at the effective date of the Organizational Restructuring Activities. The foregoing shall apply only to cases where it is indicated in the absorption-type merger agreement, incorporation-type merger agreement, absorption-type company split agreement, incorporation-type company split plan, share exchange agreement or share transfer plan that the stock options of the Restructured Company are to be issued in accordance with the following conditions.

(1) Number of stock options of Restructured Company to be issued

The number of stock options to be issued in relation to the Restructured Company shall be the same as the number of stock options held by the holders of the stock options of the Company.

(2) Class of shares of the Restructured Company to be issued upon the exercise of the stock options

Common shares of the Restructured Company

(3) Number of shares of Restructured Company to be issued upon the exercise of the stock options

To be decided according to 3 (1) above after taking into consideration the conditions, etc.


 

of the Organizational Restructuring Activities

(4) Amount of the property to be contributed upon exercise of stock options

The amount of the property to be contributed upon the exercise of each unit of stock options shall be the amount obtained by multiplying the Exercise Price after the Organizational Restructuring obtained by adjusting the Exercise Price stipulated in 3 (2) above by the number of shares of the Restructured Company to be issued upon the exercise of the said stock options to be determined pursuant to 6 (3) above, after taking into consideration the conditions of the Organizational Restructuring Activities.

(5) Exercise period of stock options

Starting from the later of either the first date of the Exercise Period of the stock options as stipulated in 3 (3) above or the date on which the Organizational Restructuring Activities become effective, and ending on the expiration date of the Exercise Period as stipulated in 3 (3) above.

(6) Matters concerning any increase in capital and capital reserve by issuance of shares upon exercise of stock options

To be determined in accordance with 3 (4) above

(7) Restriction on transfer of the stock options

The acquisition of the stock options through transfer shall be subject to approval of the board of directors of the Restructured Company.

(8) Other conditions for exercise of stock options

To be determined in accordance with 3 (6) above

(9) Reasons and conditions for acquisition of the stock options

To be determined in accordance with 5 above

(10) Other conditions shall be determined in accordance with conditions of Restructured Company.

7. Matters concerning the stock option certificates

The Company shall not issue any stock option certificates for stock options.

8. Date of cash payment in exchange for stock options

July 7, 2017

9. Date of subscription

June 24, 2017

10. Persons to whom stock options shall be allotted and number of stock options to be allotted

Directors and employees of the Company, and directors and employees of the Company’s

 

 

3 corporate officers

(1,702 units)

22 employees

(1,188 units)

14 employees of subsidiaries

(4,620 units)