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Article 10
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A company which, under the circumstances described in Article 28-2, paragraph 1, subparagraph 1 of the Securities and Exchange Act, repurchases its own shares for the purpose of transferring them to its employees, shall first adopt Rules for Transfer of Shares.
At least the below listed matters shall be recorded in the Rules for Transfer of Shares referred to in the preceding paragraph:
- Type of shares to be transferred, a description of the rights attaching thereto, and any restrictions on such rights.
- Transfer period.
- Eligibility requirements for transferees and transfer review and approval procedures.
- Procedures for transfer of shares.
- Agreed transfer price per share. The price may not be less than the average actual share repurchase price, unless, prior to transfer, the number of the company's issued common shares increases (in which case a price adjustment commensurate with the ratio of the increase in issued shares is allowed), or the company is allowed under the provisions of Article 10-1 to transfer shares to employees at less than the average actual share repurchase price.
- Rights and obligations subsequent to execution of the transfer.
- Other rights and obligations related to the company and its employees.
The qualifications and conditions for transferees under subparagraph 3 of the preceding paragraph shall include at least such matters as individual performance and results; the transfer review and approval procedures shall include at least submission to and approval by the remuneration committee or audit committee, followed by submission to and approval by the board of directors.
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