[an error occurred while processing this directive]
Skip to Main Contents

Notice Relating to Issuance of Stock Options (Share Warrants)

May 28, 2010

Yamaha Motor Co., Ltd. (the "Company") hereby announces that a resolution, as described below, was passed at a Board of Directors meeting held on May 28, 2010 with respect to share warrants to be issued to Directors (excluding Outside Directors) and Executive Officers as stock options.
The issuance to Directors of the Company will be made within the limits of the number, content and the total value of share warrants approved as remuneration and other compensation for Directors at the 73rd Ordinary General Meeting of Shareholders of the Company held on March 26, 2008.


1. The reason for the issuance of share warrants as stock options

Since the value of share warrants fluctuates in line with the Company's stock price, the issuance of these warrants is intended to heighten the motivation of the Company's Directors and Executive Officers. It serves to improve the performance and maximize the international competitiveness of Yamaha Motor and its group companies by reflecting mid- and long-term business performance in Director and Executive Officer remuneration. In addition, the issuance creates a direct link between shareholder value and the recipients' interests.



2. Outline of the issuance of share warrants

(1)

Persons to whom the share warrants will be allocated

Seven Directors and seventeen Executive Officers of the Company

(2)

Type and number of shares to be issued upon exercise of share warrants

The type of shares to be issued upon exercise of share warrants shall be common stock, and the number of shares to be issued (the "Number of Granted Shares") shall be 100. The following adjustments shall be made to the Number of Granted Shares after the issuance of share warrants.

If the Company splits its shares of common stock (including gratis issue of the Company's shares of common stock to shareholders; the same applies hereafter) or conducts a reverse stock split, the Number of Granted Shares shall be adjusted by the following formula:


The number of Granted

=

The number of Granted

×

Ratio of stock split (or

Shares after adjustment

Shares before adjustment

reverse stock split)


In addition to above, if the Company initiates a gratis issue of share warrants; merges with another company, where the Company continues as the surviving company; participates in an acquisition and split, where the Company is a successor; executes an equity swap with another company, where the Company is the sole parent company; or if any other extenuating circumstances require the adjustment of the Number of Granted Shares, the Company may, within reason, adjust the Number of Granted Shares.

Adjustments to the Number of Granted Shares described in and above shall be made only to share warrants not yet exercised at the time of the adjustment. Any fractions less than one share resulting from such adjustment shall be rounded down.

(3)

Total number of share warrants to be issued

The total number of share warrants scheduled to be issued is 565.
This is only a planned number; if the number of share warrants to be allocated decreases, for example, when there is no subscription to a particular allocation, the total number of share warrants to be allocated shall be the total number of share warrants issued.

(4)

Allocation date of the share warrants

June 15, 2010

(5)

Share warrants' issue price and rationale

The fair value of the share warrants shall be used as their issue price, computed by multiplying the Number of Granted Shares by the per-share option price calculated using the Black-Scholes model based on various conditions. These conditions include the closing price in regular trading of the Company's shares of common stock on the Tokyo Stock Exchange on the day before the allocation date (if there is no trading on that date, the closing price on the day immediately prior to it) and the share warrants' exercise price.
Instead of subscription in cash, this amount shall be offset by the remuneration claims against the Company which the recipients of the share warrants hold.

(6)

Amount to be paid upon exercise of the share warrants

The amount to be paid upon exercise of the share warrants shall be computed by multiplying the per-share subscription price (the "Exercise Price") described below by the Number of Granted Shares.
The Exercise Price shall be calculated by multiplying the average value of closing prices (including indicative prices; the same applies hereafter) of the Company's shares of common stock in regular trading on the Tokyo Stock Exchange in the month immediately before the month of the share warrant allocation by 1.05 (with fractions less than one yen rounded up). However, if this price is less than the closing price on the day before the allocation date(if there is no trading on that date, the closing price on the day immediately prior to it), that closing price shall be used as the Exercise Price.
The following adjustments shall be made to the Exercise Price after the issuance of share warrants.


If the Company conducts a stock split or a reverse stock split, the Exercise Price shall be adjusted by the following formula, with fractions less than one yen rounded up:


Exercise price
after adjustment

=

Exercise price
before adjustment

×

1


Ratio of stock split (reverse stock split)


If the Company issues new shares of common stock at a price lower than the market price (except when it issues new shares due to exercise of share warrants), the Exercise Price shall be adjusted by the following formula, with fractions less than one yen rounded up:




Exercise price
after
adjustment



=


Exercise price
before
adjustment



×

No. of
outstanding
shares

+

No. of new
shares

×

Subscription
amount per share


Market price per share


No. of outstanding shares + No. of new shares



In the formula above, "number of outstanding shares" refers to the number of outstanding shares of common stock of the Company, minus the number of treasury shares; if the Company disposes of treasury shares of common stock, "number of new shares" shall be read as "number of treasury shares disposed of."

In addition to and above, if the Company initiates a gratis issue of share warrants; merges with another company, where the Company continues as the surviving company; participates in an acquisition and split, where the Company is a successor; executes an equity swap with another company, where the Company is the sole parent company; or if any other extenuating circumstances require the adjustment of the Exercise Price, the Company may, within reason, adjust the Exercise Price.


(7)

Exercise period of share warrants

From June 15, 2012 to June 14, 2016

(8)

Conditions concerning the exercise of share warrants

Individuals to whom share warrants are allocated ("Share Warrant Holders") may not exercise the share warrants when they lose Director or Executive Officer status due to removal from office, dismissal or any other reason stipulated in the "Share Warrants Allocation Agreement" to be concluded between the Company and Share Warrant Holders in accordance with the Board of Directors' resolution on the share warrant issuance.

Heirs of Share Warrant Holders may not exercise the share warrants.

Other conditions shall be provided in the "Share Warrants Allocation Agreement" to be concluded between the Company and Share Warrant Holders.

(9)

Amount of capital incorporated into the issue price when new shares are issued pursuant to exercise of share warrants

The amount of capital increased when new shares are issued upon exercise of the share warrants shall be half of the allowed limit computed in accordance with Article 17, Paragraph 1 of the Corporate Accounting Regulations, with any fraction less than one yen rounded up.

The amount of capital reserve increased when new shares are issued upon exercise of the share warrants shall be obtained by deducting the amount of capital increase from the allowed limit, in accordance with the stipulations of above.

(10)

Reasons for Company acquisition of share warrants

If any resolution listed in to below is approved at the Company's General Meeting of Shareholders (or, if the General Meeting of Shareholders is not required to approve resolutions to >, then a meeting of the Board of Directors where a contract or plan is adopted relative to these resolutions), the Company may acquire share warrants free of charge on a date determined by the Board of Directors.

Resolution approving a merger contract in which the Company becomes an expired corporation.

Resolution approving a spin-off contract or plan in which the Company becomes a split company.

Resolution approving an equity swap contract or stock transfer plan in which the Company becomes a wholly-owned subsidiary.

Resolution approving amendment of the Articles of Incorporation to require Company approval for acquisition of shares to be issued upon exercise of share warrants by means of transfer.

Resolution approving amendment of the Articles of Incorporation enabling the Company to acquire all shares to be issued upon exercise of share warrants by means of resolution of the General Meeting of Shareholders.

(11)

Transfer of share warrants

Acquisition of share warrants by means of transfer requires the approval of the Board of Directors of the Company.

(12)

Elimination of share warrants upon reorganization and policies on granting share warrants of the reorganized company

If the Company conducts a merger (of a type that ends the Company's existence), an acquisition and split, new establishment and split, equity swap, or share transfer (hereafter collectively referred to as "Reorganization Acts"), it shall grant share warrants of companies indicated in Article 236-1-8-(a) to (e) of the Company Law (hereafter referred to as "Companies Subject to Reorganization") to Share Warrant Holders whose rights are outstanding as of the effective date of the Reorganization Acts (hereafter referred to as "Remaining Share Warrants") in accordance with several conditions below. In this case, Remaining Share Warrants shall become null and void, and the Companies Subject to Reorganization shall issue new share warrants. However, this shall apply only when it is agreed in the merger contract, new establishment and merger contract, acquisition and split contract, new establishment and split plan, swap equity contract, or the share transfer plan to grant share warrants of the Companies Subject to Reorganization, in accordance with the following conditions.

Number of share warrants of the Companies Subject to Reorganization to be granted
The number of share warrants granted shall equal the number of Remaining Share Warrants held by the various Share Warrant Holders. However, it shall be permissible to adjust the number of granted share warrants, even at variance with the previous number, based on factors including the number of shares of the Companies Subject to Reorganization to be issued upon exercise of the share warrants as stipulated in below, and the number of shares per trading unit of the Companies Subject to Reorganization.

Type of shares of the Companies Subject to Reorganization to be issued upon exercise of share warrants
The type of shares to be issued upon exercise of share warrants of the Companies Subject to Reorganization shall be common stock or a type of shares corresponding to the type of shares to be issued upon exercise of share warrants of the Company.

Number of shares of the Companies Subject to Reorganization to be issued upon exercise of share warrants
The number of shares shall be determined in accordance with subsection (2) above, with consideration to conditions concerning Reorganization Acts.

Value of assets contributed upon exercise of share warrants
The value of assets to be contributed upon exercise of respective share warrants shall be determined by multiplying the price obtained by adjusting the Exercise Price stipulated in subsection (6) above, with consideration to conditions concerning Reorganization Acts, by the number of shares of the Companies Subject to Reorganization to be issued upon exercise of share warrants, in accordance with above.

Exercise period of share warrants
The exercise period of the share warrants shall begin on the first day of the share warrant exercise period stipulated in subsection (7) above, or the effective date of Reorganization Acts, whichever is later, and shall end on the last day of the exercise period stipulated in subsection (7).

Other conditions concerning the exercise of share warrants
Other conditions shall be determined in accordance with subsection (8) above.

Limit on acquisition of share warrants by transfer
Acquisition of share warrants by means of transfer shall require approval of the Board of Directors of the Companies Subject to Reorganization.

(13)

Treatment of fractional shares upon exercise of share warrants

Any fractional share less than one share to be granted to Share Warrant Holders upon exercise of share warrants shall be rounded off.


Back to
Top