THIS OPTION AGREEMENT is made in September 2001
BETWEEN
(1)Toyota Motor Credit Corporation, a company registered or organized
in California, USA and whose registered office/principal place of
business is at 00000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx,
00000 (the Company) and
(2)_____ of 00000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx, 00000
(the Grantee)
IT IS AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement, the words and expressions set out below shall
bear the following meanings:
Board means the board of directors from time to time of the Company
or a duly authorized committee thereof;
Common Stock means common shares in the capital of Parent;
Date of Grant means the date on which the Option is granted by the
Company to the Grantee being the date of this Agreement;
Group means the Company, the Parent and any subsidiary (being a
company in which there is direct or indirect ownership of at least
50% of the issued share capital) of the Company or the Parent and
member of the Group shall be construed accordingly;
Option means an option to acquire 20 Warrants (or such number as may
be reduced on exercise of the Option in part pursuant to clause 4.1);
Option Period means the period from 1 August 2003 to 31 July 2005
during normal business hours (Eastern Standard Time) and provided
that the final date of the period shall be the last normal business
day of the Company preceding 31 July 2005;
Parent means Toyota Motor Corporation;
Warrant means a warrant issued by the Parent on 17 August 2001
containing the right to subscribe for shares of Common Stock pursuant
to the warrant terms set out in the Appendix (as amended from time to
time pursuant to such terms); and
Warrant Exercise Price means the price payable to exercise each
Warrant in accordance with the terms of the Warrant.
1.2 Any reference herein to the provisions of any statute or
subordinate legislation shall be deemed to refer to the same in force
from time to time including any modification, amendment or
re-enactment thereof.
1.3 Clause headings are inserted for ease of reference only and
shall not affect the construction of this Agreement.
1.4 Where the context permits the singular shall include the plural
and vice versa and the masculine shall include the feminine. Words
importing individuals shall be treated as importing bodies corporate,
corporations, unincorporated associations and partnerships and
vice-versa.
1.5 References to Clauses and the Appendix are to the clauses and
appendix of this Agreement.
1.6 The Appendix forms part of this Agreement.
2. GRANT OF OPTIONS
2.1 The Company hereby grants to the Grantee the Option subject to
the terms and conditions of this Agreement.
2.2 No payment is required for the grant of the Option.
2.3 The Option is personal to the Grantee and may not be
transferred, assigned or charged to or exercised by any other person
and any attempt to do so will result in the Option lapsing.
2.4 The benefit of the Option is not part of the Grantee's base
salary or remuneration and will not be taken into account in
determining any other employment-related rights that the Grantee may
have, such as for the purpose of calculating any pension
entitlements, severance pay or notice for termination of employment.
3. EXERCISE AND LAPSE OF OPTIONS
3.1 The Grantee may exercise the Option only during the Option
Period.
3.2 Notwithstanding any other provision in this Agreement, the
Option shall lapse automatically and become of no effect on the
earlier of:
(a) the expiry of the Option Period;
(b) the death of the Grantee;
(c) the Grantee being declared bankrupt or entering into any general
composition with or for the benefit of his creditors; and
(d) the Warrants being declared void or becoming such that they may
no longer be exercised in accordance with the terms thereof,
including, without limitation, in the circumstance referred to
in paragraph 1(1) of the terms of the Warrant.
3.3 Subject to Clause 3.4, the Option shall lapse automatically and
become of no effect upon the Grantee ceasing to be a director or an
employee of a member of the Group. For the avoidance of doubt, the
Grantee shall not be treated for such purposes as ceasing to be a
director or employee of a member of the Group if the Grantee remains
or simultaneously becomes a director or an employee of another member
of the Group.
3.4 Where a Grantee ceases to be a director or an employee of a
member of the Group by reason of:
(a) injury, disability or ill-health (as determined by the Board);
(b) retirement at or after the date on which he is entitled to
retire under his contract of employment or otherwise;
(c) the company of which he is a director or employee ceasing to be
a member of the Group;
(d) the business (or part of a business) in which he is employed or
of which he is a director being transferred to a transferee
which is not a member of the Group; or
(e) any other reason at the Board's absolute discretion,
the Grantee may, subject always to the provisions of Clause
3.1, exercise the Option during the period of six months
following such cessation of office or employment as set out in
sub-clauses (a) to (e) above, and failing such exercise the
Option shall lapse automatically.
3.5 For the purposes of Clauses 3.3 and 3.4 a Grantee shall not be
treated as ceasing to be an employee of a member of the Group if
absent from work solely as a result of an authorized leave of absence
until such time as such Grantee ceases to be entitled to exercise any
statutory or contractual right to return to work.
4. MANNER OF EXERCISE OF OPTION
4.1 The Grantee may exercise the Option in whole or in part
(provided that only whole Warrants may be exercised as a result of a
partial exercise of the Option), by giving notice to the Company in
such form as the Company may from time to time prescribe. The
Grantee may obtain the requisite form from the Company at any time
during the Option Period. The date of exercise shall be the date of
the receipt by the Company of such notice determined in accordance
with Clause 6.1. If the Option is exercised in respect of some only
of the Warrants comprised in the Option, the Company shall procure
the issue of a notice to the Grantee stating the balance of the
Warrants in respect of which the Option may subsequently be
exercised.
4.2 The Company shall have the right to require the Grantee entitled
to receive Warrants or shares of Common Stock pursuant to the
exercise of the Option and of the Warrants to remit to the Company,
prior to the delivery of any Warrants or certificates evidencing such
shares of Common Stock, any amount sufficient to satisfy any income
tax, capital gains tax, social security contributions or other tax,
charge or duty ("Taxation Liabilities"). In the case of exercise of
Warrants, prior to the Company's determination of such Taxation
Liabilities, such Grantee may make an irrevocable election to
satisfy, in whole or in part, such obligation to remit taxes, by
directing the Company to cause shares of Common Stock to be withheld
(but not in excess of the Company's minimum statutory withholding)
that would otherwise be received by such Grantee. Such election may
be denied by the Board at its discretion, or may be made subject to
certain conditions specified by the Board, including, without
limitation, conditions intended to avoid the imposition of liability
against the individual under Section 16(b) of the Securities Exchange
Act of 1934. The Grantee shall indemnify the Company and any member
of the Group in respect of any Taxation Liabilities payable in
respect of the Option and the Warrants and for which the Company or
any member of the Group is liable whether pursuant to any withholding
obligations or otherwise.
5. IMMEDIATE EXERCISE OF THE WARRANTS UPON EXERCISE OF THE OPTION
5.1 Upon exercise of the Option, the Grantee shall forthwith
exercise all of the Warrants which he acquires pursuant to such
exercise (the "Relevant Warrants"), by delivery of such notice of
exercise and the payment of the aggregate Warrant Exercise Price
payable in respect of such exercise, in such manner and in accordance
with such procedures and requirements as may be prescribed by the
Parent. For this purpose, the Grantee will be required to appoint an
individual within the Parent as the Grantee's attorney with full
power and authority on his behalf to exercise the Relevant Warrants
forthwith. Details of such procedures and requirements shall be made
available to the Grantee prior to the Option Period and any relevant
forms or notices may be obtained by the Grantee from the Company or
the Parent at any time during the Option Period.
5.2 Subject to the Grantee complying with the provisions of Clause 4
and 5.1 and also subject to the provisions of Clause 6.2, the Company
shall procure that the number of Warrants in respect of which the
Option has been exercised are duly delivered and transferred for
exercise on behalf of the Grantee in the manner prescribed by the
Parent or the Company from time to time.
5.3 On exercise of the Warrants, Common Stock will be issued to the
Grantee in accordance with the terms of the Warrants.
6. ADMINISTRATION
Notices
6.1 Any notice or other document required to be given under or in
connection with this Agreement may be delivered to the Grantee or
sent by post to him at his home address according to the records of
the Company or such other address as may appear to the Company or the
Parent to be appropriate. Any notice or other document required to
be given to the Company or the Parent under or in connection with the
Agreement may be delivered or sent by post to it at its registered
office (or such other place or places as the Company or the Parent,
as the case may be, may from time to time determine and notify to the
Grantee). Notices sent by post shall be deemed to have been given on
the day following the date of posting.
Securities Laws
6.2 No Option or Warrant may be granted or exercised at a time when
such Option or Warrant, or the granting or exercise thereof, may
result in the violation of any law or governmental order or
regulation. In addition the Option and Warrants shall not be
exercisable unless the offer and sale of the shares of Common Stock
subject to the Warrants have been registered under the Securities Act
of 1933 and qualified under applicable state "blue sky" laws, or the
Company has determined that an exemption from registration under the
Securities Act of 1933 and from qualification under such state "blue
sky" laws is available. The Company, may at its discretion, impose
such conditions on the exercise of the Options and Warrants as it
shall deem necessary in order for such exercise to comply with such
U.S. securities laws, including, but not limited to, the requirement
that an investment representation be given by the Grantee or that
certificates for shares of Common Stock be subject to a legend
describing restrictions on transfer. Neither the Company nor the
Parent shall be bound to take any action or obtain the consent of any
governmental authority to such grant, exercise or issue or to take
any action to ensure that any such grant, exercise or issue is in
accordance with any such enactment or regulation if such action
would, in the opinion of the Company or the Parent (as the case may
be), be unduly onerous and neither the Company nor the Parent shall
have any liability in respect thereof to the Grantee.
General
6.3 No Grantee shall have any claim or right to receive grants of
Options or Warrants under this Agreement.
6.4 The existence of the Option shall not affect in any way the
right or power of the Parent or its shareholders to make or authorize
any or all adjustments, recapitalisations, reorganizations or other
changes in the Parent's capital structure, or any merger or
consolidation of the Parent, or any issue of shares, bonds,
debentures, preferred or prior preference stocks ahead of or
convertible into, or otherwise affecting the shares of common stock
of the Parent or the rights thereof, or the dissolution or
liquidation of the Parent or any sale or transfer of all or any part
of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
6.5 The rights, obligations and status of the Grantee under the
terms and conditions of his office or employment with the Company
shall not be affected by this Agreement. Neither this Agreement nor
any action taken or omitted to be taken hereunder shall be deemed to
create or confer any rights:
a) guaranteeing the Grantee's office or employment by the Company,
which may be terminated at any time; or
b) to continue or be re-instated in his office or the employ of the
Company whether before during or after the Option Period.
6.6 The Grantee hereby acknowledges that he waives all and any
rights to compensation or damages in consequence of the termination
of his office or employment with any company for any reason
whatsoever insofar as those rights arise, or may arise, from his
ceasing to have rights under or be entitled to exercise the Option
pursuant to this Agreement as a result of such termination or from
the loss or diminution in value of such rights or entitlements. If
necessary, the Grantee's terms of employment shall be varied
accordingly.
6.7 The Grantee shall have no rights as a stockholder with respect
to any Common Stock issuable upon exercise of a Warrant until a
certificate or certificates evidencing such shares shall have been
issued to such Grantee, and no adjustment shall be made for dividends
or distributions or other rights in respect of any share for which
the record date is prior to the date upon which the Grantee shall
become the holder of record thereof. The Grantee acknowledges that
the Group has no duty to disclose confidential information to the
Grantee that is not generally available to holders of Common Stock.
6.8 The decisions of the Board shall be final and binding with
respect to all matters relating to this Agreement and the Option.
Data Processing Consent
6.9 The Company may retain payroll, address, demographic, service
period and similar personnel information relating to each Grantee
under this Agreement, and may at any time utilize such information as
necessary for the proper implementation, management and
administration of this Agreement and the Option, provided such use is
not prohibited by law. Subject to any applicable prohibitions of
law, the Company may, at any time, make such information available to
other persons who are retained to assist in the administration of
this Agreement, but only as necessary for the proper administration
of this Agreement and the Option. The Grantee hereby irrevocably
consents to such utilization of such information for the purposes
described above.
7. AMENDMENTS AND WAIVERS
7.1 No amendment to the provisions of this Agreement shall be
effective unless made in writing and signed by the parties hereto or
their duly authorized representatives.
7.2 All rights, remedies and powers conferred upon the parties
hereto are cumulative and shall not be deemed or construed to be
exclusive of any other rights, remedies or powers now or hereafter
conferred upon the parties hereto or either of them by law or
otherwise.
7.3 Any failure at any time to insist upon or enforce any such
right, remedy or power shall not be construed as a waiver thereof.
8. GOVERNING LAW
8.1 This Agreement shall be governed by and construed in all
respects in accordance with the laws of Japan.
8.2 Each of the parties hereto hereby irrevocably submits to the
jurisdiction of the courts of Japan.
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
relating to the subject matter of this Agreement and supersedes all
prior representations, writings, negotiations and understandings with
respect hereto.
10. SEVERABILITY
Any provision of this Agreement that is invalid, illegal or
unenforceable in any jurisdiction shall as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality or
unenforceability, without affecting in any way the remaining
provisions hereof in such jurisdiction or rendering that or any other
provision of this Agreement invalid, illegal or unenforceable in any
other jurisdiction.
IN WITNESS whereof this Agreement has been executed the day and year
first before written
Toyota Financial Services
by: _____ _____ _____
Name: Xxxx Xxxxx
Title: Corporate Manager, Compensation and Benefits
by: _____ _____ _____
Name: ________
APPENDIX
Warrant Terms (English translation)
[Note: The following English translation is not a literal translation
but is provided for convenience only and the original terms and
conditions of the Warrants in Japanese will prevail in all
circumstances. All references to dates in the following translation
are to Tokyo time. Explanatory notes is italics and square brackets
are not part of the translation and are also provided for convenience
only.]
1. Exercise period and manner of exercise of the Warrant Rights[1]
(1) The holders of the Warrants[2] (the Holders) may exercise the
Warrant Rights at any time during the period from 1 August 2003 to 3
August 2005 pursuant to the conditions set out in these terms;
provided, however, that no Warrant Rights may be exercised after an
acceleration of the Bonds[3] occurs.
(2) The Warrants attached to the Bonds may be detached and
transferred separately. [Note: 194 warrants shall be attached to each
Bond on issue of the Bonds.]
(3) The aggregate amount of the issue price of the common shares to
be issued upon exercise of the Warrant Rights [in respect of all the
194 Warrants attached to each Bond shall be Yen 81,538,200 which] is
81.5382 % [of the principal amount of] each Bond (each Bond having a
par value of Yen 100 million each). [The amount of the issue price of
the common shares to be issued upon exercise of the Warrant Rights in
respect of each Warrant shall be Yen 420,300 as set out in paragraph
9.] (the Allotment Amount of each Warrant)
(4) The Warrant Rights in respect of an individual Warrant may not
be partially exercised[4].
2. Shares issued pursuant to the exercise of the Warrant Rights
The shares issued pursuant to the exercise of the Warrant Rights
shall be common shares of the Company[5] with a par value of
--------------------------------------------------
[1] Defined in the Bond terms as "the pre-emptive right to subscribe
for new common shares of Toyota Motor Corporation with par value".
[2] Defined in the Bond terms as "warrants representing the pre-
emptive right to subscribe for new common shares of Toyota Motor
Corporation with par value".
[3] Defined in the Bond terms as The 6th Unsecured Bonds with
Warrants of Toyota Motor Corporation issued on 17 August 2001. (The
circumstances in which an acceleration of the Bonds will occur,
include, but are not limited to, a default in payment by the Company
under the Bonds, the Company entering various bankruptcy procedures
and cross-default under other indebtedness of the Company.)
[4] [This provision does not prevent partial exercise of the Option,
which grants the rights to 20 warrants, but does mean that the Option
must be exercised in units that correspond to a whole number of
warrants.
[5] The term "Company" (when used in this Appendix only) refers to
Toyota Motor Corporation.
Yen 50, or if the Company issues common shares with no par-value, the
Warrant Rights shall be for common shares with no par-value (the
Common Shares).
3. Exercise Price
The exercise price in respect of each Common Share issued pursuant to
the exercise of a Warrant shall be Yen 4,203 [as adjusted from time
to time pursuant to paragraph 4] (the Exercise Price).
4. Adjustment of the Exercise Price
(1)(a) The Exercise Price shall be adjusted in accordance with the
following formula if the events set out in 4(2)(a)-(d) below
occur after the Warrants are issued:
Number Amount
Number of of new to be
Issued shares X paid per
And + to be [new]
Pre- outstand- issued share
Adjusted adjusted X ing shares ---------------------
Exercise = Exercise Current market price
Price Price per share
------------------------------------
Number of + Number of new
Issued and shares to be
Outstanding issued
Shares
(b) The "Pre-adjusted Exercise Price" used in the formula above
shall be the Exercise Price effective on the day prior to the date on
which the Adjusted Exercise Price is applied pursuant to 4(2). The
"Number of issued and outstanding shares" used in the formula above
shall be the total number of issued and outstanding shares of the
Company on the allotment date of the new shares being issued. If
such allotment date is not specified, the "Number of issued and
outstanding shares" shall be the total number of issued and
outstanding shares on the date one month prior to the date on which
the Adjusted Exercise Price is applied; provided, however, that in
the event of a stock split the "Number of issued and outstanding
shares" shall be the total number of issued and outstanding shares on
the expiry of the period provided for in clause 1 of Article 215 of
the Commercial Code as applied by Article 220 of the Commercial Code
(Law No. 48 of 1899 as amended).
(c) The "Current market price per share" used in the formula above
shall be the average daily closing price (including the trend
quotations) on the Tokyo Stock Exchange for the 30 day period
starting on the 45th dealing day before the date on which the
Adjusted Exercise Price is applied, excluding any days on which the
closing price is not reported. The average daily closing price shall
be calculated to two decimal places and rounded off to one decimal
place.
(d) The Adjusted Exercise Price shall be calculated to two decimal
places and rounded off to one decimal place.
(e) If the Adjusted Exercise Price calculated in accordance with the
formula above is lower than the par value of the Common Shares, such
par value shall be regarded as the Adjusted Exercise Price.
(2) If the Exercise Price is adjusted in accordance with the formula
above, the date on which the Adjusted Exercise Price shall be applied
shall be as follows:
(a)If Common Shares are issued at an amount which is less than the
current market price used in the formula above:
the Adjusted Exercise Price shall be applied from the date following
the allotment date of the Common Shares if such allotment date is
specified, or from the date following the payment date for the Common
Shares.
(b)If Common Shares are issued pursuant to a stock split:
The Adjusted Exercise Price shall be applied from the date following
the allotment date if an allotment date is specified. If an
allotment date is not specified, the Adjusted Exercise Price shall be
applied from the date following the expiry of the period provided for
in clause 1 of Article 215 of the Commercial Code as applied by
Article 220 of the Commercial Code (Law No. 48 of 1899 as amended).
Provided, however, that where the Board of Directors decides that the
Common Shares issued pursuant to a stock split will be issued on the
condition that the distributable profit will be counted as capital
and the allotment date for the stock split is specified as a date
prior to the date of a shareholders' meeting which approves such
capitalisation, the Adjusted Exercise Price shall be applied from the
date following the date of such shareholders' meeting.
If the proviso immediately above applies, the number of additional
Common Shares calculated in accordance with the following formula
shall be issued to any Holder who has exercised its Warrant Rights
during the period between the allotment date specified for the stock
split and the date of the shareholders' meeting which approves the
capitalisation of the distributable profit:
Number of
shares issued
at the pre-
adjusted
Pre-adjusted Adjusted exercise price
Exercise - Exercise X pursuant to
Number Price Price the exercise
of = of warrant
Shares rights for a
period
-----------------------------------------------
Adjusted Exercise Price
If a fraction of less than one share arises under the formula above,
the amount calculated by multiplying such fraction by the Adjusted
Exercise Price as set out above shall be paid in cash to the Holder.
Share certificates shall be issued pursuant to the provision set out
in 7(3) below.
(c) If convertible debt securities are issued which may be converted
into Common Shares at a conversion price which is less than the
"Current market price per share" used in the formula as set out in
4(1)(a) above:
The "Amount to be paid per [new] share" in that formula shall be
deemed to be the conversion price of the debt securities and the
"Number of new shares to be issued" shall be calculated on the
assumption that all the debt securities have been converted at the
end of the issuing date or at the end of the allotment date, if such
allotment date is specified. The Adjusted Exercise Price shall be
applied from the date following the issuing date or allotment date.
(d) If new warrants are issued with an exercise price which is less
than the "Current market price per share" used in the formula as set
out in 4(1)(a) above:
The "Amount to be paid per [new] share" to be used in that formula
shall be the exercise price of the shares specified in the new
warrants and the "Number of new shares to be issued" shall be
calculated on the assumption that all the warrants have been
exercised at the end of the issue date of the warrants or at the end
of the allotment date if such allotment date for subscription is
specified. The Adjusted Exercise Price shall be applied on and after
the date following the issuing date or allotment date.
(3)If the difference between the Adjusted Exercise Price and the Pre-
adjusted Exercise Price is less than 1 Yen , the Exercise Price shall
not be adjusted on that occasion; provided, however, that the exact
Adjusted Exercise Price originally calculated in accordance with the
formula set out in 4(1)(a) above shall be used as the Pre-adjusted
Exercise Price on the subsequent occasion that an adjustment occurs.
(4)Save as otherwise provided in 4(2) above, the Company shall adjust
the Exercise Price, as the Company considers appropriate:
(a)in the event of a stock split, share consolidation, capital
decrease or merger; or
(b)if an event occurs which otherwise causes a change (or potential
change) in the number of issued and outstanding shares.
(5)If the Exercise Price is adjusted, the Company shall issue a
public notice or an individual notice (as appropriate) prior to the
date that the Adjusted Exercise Price is applied as specified in 4(2)
above. Provided, however, that in the event of a stock split as set
out in the proviso to 4(2)(b) or where the Company is unable to issue
a public notice prior to the date that the Adjusted Exercise Price is
applied, the Company shall issue a public notice or an individual
notice (as appropriate) promptly after such date.
(6)A public notice shall be issued in the manner set out in
paragraph 18 of the Bond terms [which sets out that all public
notices shall be published in the newspapers stipulated in the
Articles of Incorporation of the Company unless otherwise provided by
law].
5.The total number of Common Shares issued pursuant to the exercise
of the Warrant Rights [in respect of each Warrant] shall be
calculated as follows:
Aggregate amount of the "Allotment Amount
Total of each Warrant" submitted by the Holder
Number of = for exercise [see also paragraph 9 below]
Common -----------------------------------------
Shares Exercise Price
Any fractions, which result from the application of this formula,
shall be disregarded.
6.Request for exercise of the Warrant Rights and method of payment
(1) The amount to be paid pursuant to the exercise of each Warrant by
the Holder (the Payment) shall be determined by multiplying the total
number of shares (determined pursuant to paragraph 5) by the Exercise
Price (determined pursuant to paragraphs 3 and 4). Any fraction
resulting from such calculation that amounts to less than 1 Yen
shall be disregarded.
(2) No payment in connection with the redemption of a Bond may be set
off against the Payment required in the preceding paragraph.
(3) The Payment shall be handled by Sumitomo Mitsui Banking
Corporation (the Payment Handling Bank) and the conditions and
procedures of that appointment shall be provided for separately.
(4) Requests for exercise of the Warrant Rights shall be accepted at
the headquarters of The Nomura Securities Co., Ltd. (the Place
Handling Applications). The conditions and procedures of that
appointment shall be provided for separately.
(5) In order to exercise a Warrant, a Holder must complete and sign
the exercise notice as prescribed by the Company and submit such form
together with the Warrant and the Payment to the Place Handling
Applications during the period set out in paragraph 1(1).
(6) Once a Holder submits the necessary documents for exercise of the
Warrant Rights such exercise shall be irrevocable.
7. Effectiveness of exercise of the Warrant Rights
(1) The exercise of a Warrant becomes effective when the Warrant and
the Payment are delivered to the Payment Handling Bank.
(2) The first annual dividends (and any interim dividends declared
pursuant to Article 293-5 of the Japanese Commercial Code) shall be
paid on the Common Shares issued upon exercise of the Warrant on the
assumption that the Warrant Rights were exercised and the relevant
Common Shares issued and registered: (a) on 1 April if the exercise
is made (in accordance with paragraph 7(1)) during the period from 1
April to 30 September; or (b) on 1 October if the exercise is made
(in accordance with paragraph 7(1)) during the period from 1 October
to 31 March of the following year.
(3) The Company shall issue share certificates through the head
office of The Toyo Trust and Banking Co., Ltd, once the procedures
for the exercise of a Warrant are completed; provided, however, that
no share certificates shall be issued for any fraction of a full
share arising upon such exercise.
8.Amount not accounted for as paid-in capital
The portion of the issue price of the shares issued upon exercise of
the Warrant Rights which will not be accounted for as paid-in capital
shall be the amount of the Exercise Price (or the Adjusted Exercise
Price where the Exercise Price is adjusted pursuant to paragraph 4)
less the amount which will be accounted for as paid-in capital.
The amount to be accounted for as paid-in capital shall be the amount
calculated by multiplying the Exercise Price (or the Adjusted
Exercise Price in case the Exercise Price is adjusted) by 0.5 and any
fraction less than 1 Yen resulting from such calculation shall be
rounded up to the nearest Yen ; provided, however, that if the
Company issues par-value Common Shares the minimum amount that is
accounted for as paid-in capital shall be the par-value if the
calculation above results in an amount below such par-value.
9.The Warrants
Each Warrant represents the right to subscribe for Common Shares up
to an amount in Yen equal to Yen 420,300 at a price per Common Share
equal to the Exercise Price.
10.Loss of Warrants
(1) If a Holder loses a Warrant, the Company may issue a replacement
warrant upon request, provided that the Company is notified of the
details of the loss and such request is submitted together with a
copy of an official "confirmation of the judgment of nullification",
following which the Holder completes the process for the official
announcement, notification and the declaration of nullification.
(2) If a warrant is damaged or stained, the Company may issue a
replacement warrant upon the request of the Holder and the submission
of the relevant Warrant; provided, however, that the procedures
provided for in 10(1) above shall apply if the validity of such
Warrant is difficult to establish.
11.Fees and expenses for the issuance of a replacement warrant
If the Company issues a replacement warrant, the Company may charge
and the Holder shall pay any fees in connection therewith.
12. Share fractions
In the event that clause 1 of Article 230-2 of the Japanese
Commercial Code applies to any fractions of Common Shares after the
Warrants are issued, the Company may take any reasonable and
appropriate action in accordance with the provisions of the
Commercial Code and terms of these Warrants.
September 2001
Toyota Financial Services
and
-----------
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AGREEMENT FOR THE GRANT OF AN OPTION TO ACQUIRE WARRANTS TO SUBSCRIBE
FOR COMMON STOCK OF TOYOTA MOTOR CORPORATION
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