Tokyo, May 25, 2001--- At today's meeting of the Board of Directors, Fujitsu Limited resolved to continue its stock option system aimed at further improving spirit and commitment to achieve better corporate performance on the part of management and employees as well as contributing to shareholders' profit through increased corporate value. The stock option system will be implemented as follows.
[Outline of the Stock Option Plan]
- Qualified persons:
Qualified persons include 32 Members of the Board and 18 senior executives from the management layer just below Board member as of the Shareholders' Meeting on June 26, 2001
- Identification of type of stocks for which the stock options are granted:
Common stock of the Company with par-value of 50 yen
- The numbers of shares for which the stock options are granted:
Not more than 1,360,000 shares in total. The numbers of shares to be granted each person is as follows;
| Chairman, President: | 100,000 shares each |
| Three Senior Executive Vice Presidents: | 60,000 shares each |
| Five Executive Vice Presidents: | 40,000 shares each |
| Seven Senior Vice Presidents: | 30,000 shares each |
| Fifteen other Board Members: | 20,000 shares each |
| Eighteen other senior executives: | 15,000 shares each |
Upon stock split or consolidation after the date of the option grant, the number of unissued shares for the stock options shall be subject to adjustment in accordance with the following formula, and any fraction less than 1 yen as a result of the adjustment shall be rounded down.
Number of shares
after adjustment |
= |
Number of shares
before adjustment |
x |
Ratio of stock split or consolidation |
- Option price:
The issue price of new shares shall be (i) the averaged closing price (including indication of any bid or offer) (fractions less than 1 yen shall be rounded up to 1 yen) for the common stock of the Company in regular transactions on the Tokyo Stock Exchange on each of the 30 consecutive trading days commencing on the 45th trading day preceding the date of the option grant (excluding days no closing price were quoted) multiplied by 1.05, or (ii) the closing price on the date of the option grant (or the latest closing price immediately preceding to the date of the option grant if no closing price is quoted on the date of the option grant, whichever is higher).
In the event that the Company issues new shares at a price less than the market price (excluding the exercise of convertible bonds or subscription rights) after the date of the option grant, the issue price will be subject to adjustment in accordance with the following formula, and fractions less than 1 yen shall be rounded up to 1 yen. Upon the issuance of convertible securities or securities with the warrants convertible or exercisable at conversion or exercise price less than the market price, the issue price will also be adjusted with the following formula.
|
Number of |
Number of
newly-issued shares |
x |
Subscription per
share |
outstanding + |
|
| Issue price |
|
Issue price |
|
shares |
Current market price per share |
| after |
= |
before |
x |
|
| adjustment |
|
adjustment |
|
Number of
outstanding
Shares |
+ |
Number of shares newly issued |
|
Upon stock split or consolidation, the issue price will be subject to adjustment in accordance with the following formula, and any fraction less than 1 yen as a result of the adjustment shall be rounded up to 1 yen.
Issue price after
adjustment |
= |
Issue price before
adjustment |
x |
1
Ratio of stock split or consolidation |
- Option term:
From August 1, 2001 through June 26, 2011.
- Conditions for the exercise of the Stock Options:
| (1) |
Qualified persons may exercise their stock options after they cease to be Members of the Board or employees of the Company. If a qualified person dies, his or her heir may exercise the option. In any case, the stock option shall be exercised in accordance with the terms and conditions stipulated in the contract for granting stock options as mentioned in the following paragraph (3). |
| (2) |
Qualified persons may not transfer to third parties, encumber nor otherwise dispose of in any manner their stock options. |
| (3) |
The terms and conditions for the exercise of the stock options, shall be stipulated in the contracts for granting the stock options, which is executed between the Company and the qualified persons as specified in above item 1 based on a resolution at the Shareholders' Meeting and a resolution of the Members of the Board |
- Adjustment in case of merger, etc
In case of merger or consolidation of the Company, stock exchange or transfer of the Company, or other relevant occurrences after the date of the option grant, the Company may adjust the number of shares subject to the option, option price, and any other terms, restrict exercise of the option, or invalidate.
Notes: The resolution above is under the condition that Granting of the Rights is approved in the 101st Ordinary General Meeting of Shareholders to be held on June 26, 2001
About Fujitsu
Fujitsu is a leading provider of Internet-focused information technology solutions for the global marketplace. Its pace-setting technologies, best-in-class computing and telecommunications platforms, and worldwide corps of systems and services experts make it uniquely positioned to unleash the infinite possibilities of the Internet to help its customers succeed. Headquartered in Tokyo, Fujitsu Limited (TSE:6702) reported consolidated revenues of 5.48 trillion yen for the fiscal year ended March 31, 2001.
Internet: http://www.fujitsu.com/
| Press contacts: |
Naomi Ogawa, Bob Pomeroy
Fujitsu Limited, Public Relations
Tel: +81-3-3215-5259 (Tokyo)
Fax: +81-3-3216-9365
E-mail: pr@fujitsu.com
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