April 25, 2006
Announcement for Stock Options (Shin-Kabu-Yoyaku-Ken)
The Company announces that the today’s Board of Directors Meeting of the Company has resolved details about NSPR (New Share Promissory Right; Shin-Kabu-Yoyaku-Ken )to be issued as stock options in accordance with the Article 280-20 and 280-21 of the Commercial Code and the resolution of the 106th Ordinary General Meeting of Shareholders held on June 21st, 2005, as follows:
1. Name of NSPR
Nissan Motor Co., Ltd. 4 th NSPR
2. Kind and number of shares to be issued upon exercise of NSPR
13,220,000 common shares of the Company:
In case aggregate number of applications for NSPR does not reach, units, the number of shares to be issued upon exercise of NSPR shall be obtained by multiplying the aggregate number of applications of NSPR by the Granted Number of Shares (defined below).
3. Aggregate number of units of NSPR to be issued
In case aggregate number of applications for s NSPR does not reach, units, the aggregate number of units of NSPR to be issued shall be equivalent to the aggregate number of applications of the NSPR.
Number of shares to be issued per NSPR (hereinafter referred to as “Granted Number of Shares”) is 100 shares.
4. Issue price of each NSPR and Issue Date
Each NSPR is to be issued without consideration. The date of issuance of NSPR (hereinafter referred to as “Issue Date”) shall be May 8th, 2006.
5. Amount to be paid upon exercise of each NSPR
The amount to be paid upon exercise of each NSPR shall be the amount to be paid per share for the shares to be issued or transferred upon exercise of each NSPR (the “Grant Price”) multiplied by the Granted Shares Number.
The Initial Grant Price shall be the average of the closing prices for regular transactions in the common stock of the Company on the Tokyo Stock Exchange, Inc. for 10(ten) consecutive transaction days from March 17, 2006 to March 31, 2006 multiplied by 1.025, and fractional numbers less than 1(one) yen shall be rounded up.
However, if the Grant Price calculated above is lower than the closing price on the Issue Date, the closing price shall be the Grant Price.
6. Period during which NSPR may be exercised (hereinafter referred to as “Exercise Period”)
From and including May 9th, 2008 (Japan time) to the bank closing time on June 20th, 2015 (Japan time) (in case such day is not a banking business day in Japan, the immediately preceding banking business day thereof in Japan).
7. Conditions for the exercise of NSPR
Exercise of NSPR shall be subject to the fulfillment of following conditions:
(1)A NSPR cannot be exercised partially.
(2)NSPR Holder has been employed continuously by the Company, subsidiaries or affiliates of the Company or retained continuously a mandate relationship until the day when the NSPR is exercisable.
(3)Performance of the Company satisfies a certain level.
(4)NSPR Holder has achieved business targets, etc., established respectively to each holder.
Additionally, details of the abovementioned conditions (2) to (4), and other conditions shall be as stipulated in the NSPR Allotment Agreement that is to be made and entered into by and between the Company and the NSPR Holder upon resolution of the Board of Directors Meeting of the Company.
8. Cancellation of NSPR and conditions therefor
In case the NSPR shall not be exercised due to the non-fulfillment, in whole or in part, of the conditions specified in paragraph 7 above, the Company can cancel such NSPR without any consideration.
9. Restriction of transfer
Grantee may not transfer any NSPR without the approval of the Board of Directors Meeting of the Company.
10. Issuance of a Certificate of NSPR
Any Certificate of NSPR may be issued upon request of a Grantee of NSPR only.
11. Amount of a portion of the issue price of the new shares to be issued upon exercise of NSPR which is not transferred to the stated capital
Amount of a portion of the Issue Price of new shares to be issued upon the exercise of the NSPR which is not transferred to stated capital shall be the relevant Issue Price less the amount to be transferred to stated capital. The amount to be transferred to stated capital shall be the relevant Issue Price multiplied by 0.5, and if fractional numbers less than 1(one) yen accrue as a result of such, said shall be rounded up.
12. Treatment of dividend for earnings or interests in case of issuance of shares upon exercise of NSPR
Any annual cash dividend or interim dividend on the shares issued upon exercise of NSPR will be fully paid on the assumption that the exercise of NSPR will have become effective at the beginning of the dividend accrual period (currently each six month period ending on March 31st or September 30th in each year) during which the effective date of such exercise falls.
13. Place of receiving exercise notice of each NSPR
Secretary Office of the Company (or any department in charge of the relevant tasks)
14. Place of receiving payment upon exercise of NSPR
Principal Office of Mizuho Corporate Bank, Ltd. (or any succeeding bank or office of the relevant bank or office respectively)
15. Persons to be allotted NSPR
531 persons (to employees of the Company, directors of its subsidiaries)
- The date on the resolution at the Board of Directors to propose in the Ordinary General Meeting of Shareholders: May 19th , 2005
- The date on the resolution at the Ordinary General Meeting of Shareholders: June 21st, 2005