If a stock company issues share options, the features of the share options must consist of the following matters:

The number of the share options attached to bonds with share option must be uniform for each monetary amount for the bonds with respect to relevant bonds with share option.

When a stock company that has issued shares that are set forth on a financial instruments exchange provided for in Article 2, paragraph (16) of the Financial Instruments and Exchange Act issues share options in accordance with the provisions on the matters set forth in Article 361, paragraph (1), item (iv) or item (v),(b) pursuant to its articles of incorporation or a resolution of the shareholders meeting, the matters set forth in paragraph (1), item (ii) need not be included in the features of the share options. In these cases, the stock company must include the following matters in the features of the share options:

For the purpose of application of the provisions of the preceding paragraph by a company with nominating committee, etc., the phrase "the provisions regarding the matters set forth in Article 361, paragraph (1), item (iv) or item (v), (b) pursuant to its articles of incorporation or a resolution of the shareholders meeting" in that paragraph is deemed to be replaced with "decision on the matters provided for in Article 409, paragraph (3), item (iv) or item (v), (b) by the remuneration committee," and the term "director" in item (i) of that paragraph is deemed to be replaced with "executive officer or director, the phrase" and director" in item (ii) of that paragraph is deemed to be replaced with "executive officer or director."

If any share option is co-owned by two or more persons, the co-owners may not exercise their rights in relation to relevant share option unless they specify one person to exercise the rights in relation to relevant share option, and notify the stock company of the name of that person;provided, however, that this does not apply if the stock company has agreed to the exercise of relevant rights.

Whenever a stock company intends to solicit subscribers for an issuance of share options, the stock company must prescribe the following matters (hereinafter in this Section referred to as "subscription requirements") with respect to the share options for subscription (meaning the share options that is to be allotted to persons who subscribed for relevant share options in response to relevant solicitation; hereinafter the same applies in this Chapter):

The determination of the subscription requirements must be made by a resolution at a shareholders meeting.

In the following cases, the directors must explain at the shareholders meeting referred to in the preceding paragraph the reasons for the need to solicit subscribers for share options for subscription with the offer of the conditions under item (i) or in the amount under item (ii):

For a company with class shares, if some or all classes of the shares underlying the share options for subscription are shares with restriction on transfer, the determination of the subscription requirements regarding relevant share options for subscription does not become effective without a resolution at the general meeting of class shareholders, except if there are provisions in the articles of incorporation to the effect that, with respect to the solicitation of subscribers for share options for subscription for which the underlying shares are relevant class shares, a resolution at the relevant general meeting of class shareholders constituted by the class shareholders of relevant class is not required;provided, however, that this does not apply to cases where there is no class shareholder who can exercise a voting right at relevant general meeting of class shareholders.

The subscription requirements must be uniform for each solicitation under paragraph (1).

Notwithstanding the provisions of paragraphs (2) and (4) of the preceding Article, at a shareholders meeting, the determination of the subscription requirements may be delegated to the directors by a resolution at the relevant shareholders meeting (or, for a company with board of directors, the board of directors) by a resolution. In these cases, the shareholders meeting must prescribe the following matters:

In the following cases, the directors must explain at the shareholders meeting referred to in the preceding paragraph the reasons for the need to solicit subscribers for share options for subscription with the offer of the conditions under item (i) or in the amount under item (ii):

A resolution under paragraph (1) is effective with respect only to solicitation under paragraph (1) of the preceding Article whose day of allotment falls within one year from the day of relevant resolution.

For a company with class shares, if some or all of the classes of the shares underlying the share options for subscription are shares with restriction on transfer, the determination of the subscription requirements regarding relevant share options for subscription does not become effective without a resolution at the relevant general meeting of class shareholders, except if there are provisions in the articles of incorporation referred to in paragraph (4) of the preceding Article;provided, however, that this does not apply to the case where there is no class shareholder who can exercise a voting right at relevant general meeting of class shareholders.

Except for the cases set forth in each item of Article 238, paragraph (3), for the purpose of the application of the provisions of paragraph (2) of that Article to a public company, the term "shareholders meeting" in that paragraph is deemed to be replaced with "board of directors meeting". In these cases, the provisions of the preceding Article do not apply.

If a public company has determined subscription requirements by a resolution at a board of directors meeting provided for in Article 238, paragraph (2) applied following the deemed replacement of terms pursuant to the provisions of the preceding paragraph, the public company must notify the shareholders of relevant subscription requirements no later than two weeks prior to the day of allotment.

A public notice may be substituted for the notice under the provisions of the preceding paragraph.

The provisions of paragraph (2) do not apply in cases prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of shareholders is compromised, including cases where, with respect to subscription requirements, the stock company has submitted, no later than two weeks prior to the day of allotment, a notice under Article 4, paragraphs (1) through (3) of the Financial Instruments and Exchange Act.

In carrying out solicitation under Article 238, paragraph (1), the stock company may grant entitlement to the allotment of share options to its shareholders. In these cases, in addition to the subscription requirements, the stock company must prescribe the following matters:

In the cases provided for in the preceding paragraph, the shareholders under item (i) of that paragraph (excluding the stock company) are entitled to the allotment of the share options for subscription in accordance with the number of shares they hold;provided, however, that if the number of the share options for subscription to be allotted to relevant shareholders includes a fractional share, it is to be rounded off.

If the stock company prescribes the matters set forth in each item of paragraph (1), the subscription requirements and the matters set forth in each item of that paragraph must be prescribed in accordance with the categories of the cases set forth in the following items, by the methods provided for in each of these items:

if a stock company determines the matters set forth in each item of paragraph (1), the stock company must notify the shareholders under item (i) of that paragraph (excluding relevant stock company) of the following matters no later than two weeks prior to the date provided for in item (ii) of that paragraph:

The provisions of Article 238, paragraphs (2) through (4) and the preceding two Articles do not apply in cases where entitlement to the allotment of share options is granted to the shareholders under the provisions of paragraph (1) through paragraph (3) hereof.

A stock company must notify persons who intend to subscribe for share options for subscription in response to solicitation in Article 238, paragraph (1) of the matters set forth in the following items:

A person who applies to subscribe for the share options for subscription in response to solicitation in Article 238, paragraph (1) must deliver a document giving the following information:

A person who applies referred to in the preceding paragraph may, in lieu of delivering a document as referred to in that paragraph, provide the information that is required to be detailed in the document referred to in that paragraph by electronic or magnetic means, with the approval of the stock company and pursuant to the provisions of Cabinet Order. In these cases, the person applying is deemed to have delivered the document under that paragraph.

The provisions of paragraph (3) do not apply in cases where the stock company has issued a prospectus provided for in Article 2, paragraph (10) of the Financial Instruments and Exchange Act that specifies the matters set forth in each item of that paragraph to the person who intends to submit the application under paragraph (1), and in other cases prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of persons who intend to submit applications for subscription for share options for subscription are compromised.

If there are changes in the matters set forth in each item of paragraph (1), the stock company must immediately notify persons who have submitted applications under paragraph (2) (hereinafter in this subsection referred to as "applicants") thereof and of the matter so changed.

If share options for subscription are attached to bonds with share option, applicants (limited to those who submitted applications solely for share options for subscription) are deemed to have applied for subscription for the bonds with share option to which the share options for subscription relating to that applications are attached.

It is sufficient for a notice or demand to an applicant to be sent by the stock company to the address under paragraph (2), item (i) (or, if that applicant notifies the stock company of a different place or contact address for the receipt of notices or demands, to the place or contact address).

The notices or demands referred to in the preceding paragraph are deemed to have arrived at the time when that notice or demand should normally have arrived.

A stock company must specify the persons from among the applicants the persons to whom share options for subscription will be allotted, and determine the number of share options for subscription to be allotted to those persons. In these cases, the stock company may reduce the number of share options for subscription the stock company allots to these applicants below the number under paragraph (2), item (ii) of the preceding Article.

In the following cases, the determination under the provisions of the preceding paragraph must be made by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors);provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation:

The stock company must notify the applicants, no later than the day immediately preceding the day of allotment, of the number of the share options for subscription that will be allotted to relevant applicants (if relevant share options for subscription are attached to bonds with share option, including a description of the classes of bonds with respect to relevant bonds with share option and the total amount of money for each class of bonds).

If the stock company has granted entitlement to the allotment of share options pursuant to the provisions of Article 241 to its shareholders, if the shareholders do not submit, no later than the date under paragraph (1), item (ii) of that Article, applications under paragraph (2) of the preceding Article, relevant shareholders will lose the entitlement to the allotment of share options for subscription.

The provisions of the preceding two Articles do not apply if a person who intends to subscribe for share options for subscription executes a contract for subscription for the total number of those share options.

For the purpose of the application of the preceding paragraph if the share options for subscription are those attached to bonds with share option, the phrase "for subscription for the total number of those share options" in that paragraph is deemed to be replaced with "for subscription for the total number of those share options and the total amount of the bonds to which relevant share options for subscription are attached".

In the case prescribed in paragraph (1), in the following cases, a stock company must obtain approval for the contact set forth in the same paragraph by the resolution at the shareholders meeting (or at a the board of directors meeting for a company with board of directors);provided, however, that this does not apply to cases where it is otherwise provided for in the articles of incorporation:

If the rate of the number set forth in item (i) to the number set forth in item (ii) exceeds 50% with regard to an applicant who receives allotment of share options for subscription or a subscriber of all of share options for subscription pursuant to the contract set forth in paragraph (1) of the preceding Article (hereinafter collectively referred to as "subscriber" in this paragraph), a public company must notify to shareholders name and address of the subscriber (hereinafter referred to as "special subscriber" in this paragraph and paragraph (5)), the number set forth in item (i) with respect to the special subscriber, and other matters prescribed by Ministry of Justice Order by two weeks before the allotment day;provided, however, that this does not apply to cases where the special subscriber is a parent company, etc. of the public company or where the right to obtain allotment of share options is granted to shareholders pursuant to the provisions of Article 241:

The term "shares issued" as prescribed in item (i) of the preceding paragraph means shares underlying share options for subscription, shares set forth in Article 236, paragraph (1), item (vii), (d) if there are provisions on the matter set forth in (d) of the same item as the content of share options for subscription, and other shares prescribed by Ministry of Justice Order as shares to be issued to a holder of share options for subscription.

The notice pursuant to the provisions of paragraph (1) may be substituted with a public notice.

Notwithstanding the provisions of paragraph (1), if a stock company has made a notification under Article 4, paragraphs (1) through (3) of the Financial Instruments and Exchange Act with respect to the matters set forth in paragraph (1) of this Article by two weeks before the allotment day, or where it is prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of shareholders is compromised, the notice pursuant to the provisions of paragraph (1) is not required.

When a shareholder holding one-tenth or more (if any lower proportion is provided for in the articles of incorporation, that proportion) of voting rights of all shareholders (excluding shareholders who cannot exercise voting rights in the shareholders meeting set forth in this paragraph) makes a notice to a public company that the shareholder is against subscription for shares options for subscription by a special subscriber (including its subsidiary company, etc.; hereinafter the same applies in this paragraph) within two weeks from the day of notice pursuant to the provisions of paragraph (1) or the day of public notice set forth in paragraph (3) (in the case set forth in the preceding paragraph, the day specified by Ministry of Justice Order), the public company must obtain approval for the allotment of share options for subscription to the special subscriber or for the contract set forth in paragraph (1) of the preceding Article with the special subscriber by the resolution at the shareholders meeting by the day before the allotment day;provided, however, that this does not apply if the public company's financial condition has deteriorated greatly and there is an urgent necessity in order for the public company to continue in business.

Notwithstanding the provisions of Article 309, paragraph (1), the resolution at the shareholders meeting set forth in the preceding paragraph must be passed by attendance of the shareholders holding a majority of votes out of the shareholders who can exercise voting rights (if one-third or more of the proportion is stipulated by the articles of incorporation, the proportion or more) and by a majority of the votes of the shareholders present (if any proportion higher than that is provided for in the articles of incorporation, the proportion or more).

The persons set forth in the following items become the share option holders of the share options for subscription provided for in relevant items on the day of allotment:

If share options for subscription are attached to bonds with share option, the persons who become share option holders under the provisions of the preceding paragraph become the holders of bonds constituting the bonds with share option to which relevant share options for subscription are attached.

In the cases provided for under Article 238, paragraph (1), item (iii), holders of share options must pay the entire amount to be paid in for the share options for subscription for which the holders respectively subscribed, at the place for the handling of bank, etc. payments designated by the stock company, no later than the day immediately preceding the first day of the period provided for under Article 236, paragraph (1), item (iv) for share options for subscription (or, in the cases provided for under Article 238, paragraph (1), item (v), no later than the date under that item; in paragraph (3) referred to as the "payment date").

Notwithstanding the provisions of the preceding paragraph, share option holders may, with the approval of the stock company, tender property other than monies equivalent to the amount to be paid in or set off their claims against relevant stock company, in lieu of payment under the provisions of that paragraph.

In the cases provided for under Article 238, paragraph (1), item (iii), share option holders may not exercise the share options for subscription unless they pay in the entire amount to be paid in for their respective share options for subscription (including tendering property other than monies or setting off claims against relevant stock company in lieu of relevant payment) no later than the payment date with respect to relevant share options for subscription.

In the following cases, if shareholders are likely to suffer any disadvantage, shareholders may demand that the stock company discontinue an issue of the share options relating to solicitation under Article 238, paragraph (1):

The provisions of Article 676 through Article 680 do not apply to the solicitation of subscribers for the bonds with respect to the bonds with share option.

A stock company must, without delay after the day share options are issued, prepare a share option register and enter or record, in accordance with the categories of share options set forth in the following items, the information set forth in these items (hereinafter referred to as "information required to be entered in the share option register"):

A share option holder as referred to in item (iii), (a) of the preceding Article may file a request with the stock company to be issued a document showing the information required to be entered in the share option register which has been entered or recorded in the share option register with respect to that share option holder, or to be provided with the electronic or magnetic record in which the information required to be entered in the share option register has been recorded.

The documents referred to in the preceding paragraph must be affixed with the signature, or name and seal, of the representative director of the stock company (referring to the representative executive officer for a company with nominating committee, etc.; the same applies in the following paragraph).

With respect to the electronic or magnetic record referred to in paragraph (1), the representative director of the stock company must implement measures in lieu of the affixation of signature, or name and seal, prescribed by Ministry of Justice Order.

The provisions of the preceding three paragraphs do not apply to share options for which certificates are issued or share options attached to a bonds with share options for which a certificate is issued.

For the purpose of the application of Article 123 if a stock company issues share options, in that Article, the phrase "shareholder register administrator" is deemed to be replaced with "shareholder and share option register administrator" and the phrase "administer the shareholder register" is deemed to be replaced with "administer the shareholder register and the share option register".

A stock company must keep the share option register at its head office (or, if it has a shareholder register administrator, at its business office).

Shareholders and creditors may submit the following requests at any time during the business hours of the stock company. In these cases, the reasons for relevant requests must be disclosed:

If a request referred to in the preceding paragraph is made, a stock company may not refuse this request unless it falls under any of the following:

If it is necessary for the purpose of exercising the rights of a member of the parent company of a stock company, the relevant member of the parent company may, with the permission of the court, make the requests set forth in each item of paragraph (2) with respect to the share option register of relevant stock company. In these cases, the reasons for relevant requests must be disclosed.

The court may not grant the permission referred to in the preceding paragraph if any circumstance provided for in any item of paragraph (3) applies to the member of the parent company referred to in the preceding paragraph.

It is sufficient for a notice or demand to holders of share options to be sent by a stock company to the addresses of relevant holders of share options which have been entered or recorded in the share option register (or, if relevant share option holders notify relevant stock company of a different place or contact address for the receipt of notices or demands, to relevant place or contact address).

The notices or demands referred to in the preceding paragraph are deemed to have arrived at the time when that notice or demand should normally have arrived.

If a share option is co-owned by two or more persons, the co-owners must specify one person who receives the notice or demand sent by the stock company to the share option holders and notify relevant stock company of the name of that person.In this case, that person is deemed to be the share option holder and the provisions of the preceding two paragraphs apply.

If there is no notice by co-owners pursuant to the provisions of the preceding paragraph, it is sufficient for a notice or demand sent by a stock company to the co-owners of the share options if it is sent to one of them.

Share option holders may transfer the share options held by the same.

Notwithstanding the provisions of the preceding paragraph, share options attached to bonds with share option may not be transferred on a stand-alone basis;provided, however, that this does not apply if the bonds with respect to relevant bonds with share option are extinguished.

bonds with respect to bonds with share option may not be transferred on a stand-alone basis;provided, however, that this does not apply if the share options attached to relevant bonds with share option are extinguished.

Transfers of share options for which certificates are issued do not become effective unless the share option certificates representing the share options for which relevant certificates are issued are delivered;provided, however, that this does not apply to transfers of share options for which certificates are issued that arise out of the disposition of own share options (meaning own share options that the stock company holds; hereinafter the same applies in this Chapter).

Transfers of share options attached to a bonds with share options for which a certificate is issued do not become effective unless the certificate representing the bonds with share options for which such a certificate is issued is delivered;provided, however, that this does not apply to transfers of share options attached to own bonds with share option (meaning own bonds with share option that the stock company holds; hereinafter the same applies in this Article and the following Article) that arise out of the disposition of relevant own bonds with share option.

A stock company must, without delay after the day of the disposition of its own share options (limited to share options for which certificates are issued), deliver the share option certificates to the persons who acquired relevant own share options.

Notwithstanding the provisions of the preceding paragraph, a stock company may elect to not deliver share option certificates under that paragraph until the persons under that paragraph so request.

A stock company must, without delay after the day of the disposition of its own bonds with share option (limited to a bonds with share options for which a certificate is issued), deliver the certificate representing the bonds with share options to the persons who acquire relevant own bonds with share option.

The provisions of Article 687 do not apply to the transfer of bonds with respect to the own bonds with share option arising from the disposition of relevant own bonds with share option.

Transfers of share options may not be perfected against the stock company and other third parties unless the names and addresses of the person who acquire those share options is stated or recorded in the share options register.

For the purpose of the application of the provisions of the preceding paragraph to share options for which certificates are issued and in respect of which registered share option certificates have been issued, and share options attached to a bonds with share options for which a certificate is issued and in respect of which a registered certificate representing the bonds with share options has been issued, the phrase "the stock company and other third parties" in that paragraph is deemed to be replaced with "the stock company".

The provisions of paragraph (1) do not apply to any bearer share options or share options attached to bearer bonds with share option.

A possessor of share option certificates is presumed to be the lawful owner of the rights in relation to share options for which certificates are issued and which those share option certificates represent.

A person who receives delivery of share option certificates acquires the rights in relation to the share options for which certificates are issued and which those share option certificates represent;provided, however, that this does not apply if that person has acted in bad faith or with gross negligence as to the fact of defective title of the transferor.

A possessor of a certificate representing a bonds with share options is presumed to be the lawful owner of the rights in relation to the share options that are attached to the bonds with share options for which the certificate is issued and which the certificate representing the bonds with share options represents.

A person who receives delivery of a certificate representing a bonds with share options acquires the rights in relation to the share options that are attached to the bonds with share options for which a certificate is issued and which the certificate representing the bonds with share options represents;provided, however, that this does not apply if that person has acted in bad faith or with gross negligence.

In the cases provided for in the following items, a stock company must enter or record the information required to be entered in the share option register in respect of the share option holders referred to in these items:

The provisions of the preceding paragraph do not apply to bearer share options or share options attached to bearer bonds with share option.

A person who has acquired share options from a person other than the stock company that issued relevant share options (excluding relevant stock company, hereinafter in this Section referred to as "acquirer of share options") may request the stock company to enter or record the information required to be entered in the share option register with respect to those share options, in the share option register.

Except for cases prescribed by Ministry of Justice Order as cases of no likelihood of detriment to interested parties, requests under the provisions of the preceding paragraph must be made jointly with the person stated or recorded in the share option register as the share option holder so acquired, or the person's general successors including the person's heirs.

The provisions of the preceding two paragraphs do not apply to bearer share options or share options attached to bearer bonds with share option.

The provisions of the preceding paragraph do not apply if the share options acquired by the acquirer of share options are share options with restriction on transfer;provided, however, that this does not apply if it falls under any of the following:

If share option holders with restriction on transfer intend to transfer share options with restriction on transfer held by the same to others (excluding the stock company which issued relevant share options with restriction on transfer), they may request that relevant stock company make a determination as to whether or not to approve the acquisition by relevant others of relevant share options with restriction on transfer.

Acquirers of share options who have acquired share options with restriction on transfer may request that the stock company make a determination as to whether or not to approve the acquisition of relevant share options with restriction on transfer.

Except for cases prescribed by Ministry of Justice Order as cases of no likelihood of detriment to interested parties, requests pursuant to the provisions of the preceding paragraph must be submitted jointly with the person stated or recorded in the share option register as the share option holders so acquired, or the person's general successors including the person's heirs.

The requests set forth in the following items (hereinafter in this Subsection referred to as "requests for approval of transfer") must be made by disclosing the matters provided for in these items:

The determination by a stock company as to whether or not to grant approval under Article 262 or Article 263, paragraph (1) must be made by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors);provided, however, that this does not apply in cases where it is otherwise provided for as a feature of the share options.

If a stock company has made a determination under the preceding paragraph, it must notify the person who made the requests for approval of transfer of the content of relevant determination.

If a stock company has failed to give notice pursuant to the provisions of paragraph (2) of the preceding Article within two weeks (or if any shorter period of time is provided for in the articles of incorporation, relevant shorter period of time) from the day of the requests for approval of transfer, the stock company is deemed to have given the approval under Article 262 or Article 263, paragraph (1);provided, however, that this does not apply if otherwise provided for by agreement between the stock company and the person who made the requests for approval of transfer.

Share option holders may pledge the share options held by the same.

Notwithstanding the provisions of the preceding paragraph, share options attached to bonds with share option may not be pledged on a stand-alone basis;provided, however, that this does not apply if the bonds with respect to relevant bonds with share option are extinguished.

bonds with respect to bonds with share option may not be pledged on a stand-alone basis;provided, however, that this does not apply if the share options attached to relevant bonds with share option are extinguished.

Pledging share options for which certificates are issued does not become effective unless the share option certificates representing the share options for which certificates are issued have been delivered.

Pledging share options attached to a bonds with share options for which a certificate is issued does not become effective unless the certificate representing the bonds with share options for such a bonds with share options for which a certificate is issued is delivered.

Pledging share options may not be perfected against the stock company and other third parties unless the names and addresses of pledgees are stated or recorded in the share option register.

Notwithstanding the provisions of the preceding paragraph, a pledgee of share options for which certificates are issued may not assert the pledge against the stock company and other third parties unless the pledgee is in continuous possession of the share option certificates representing the share options for which certificates are issued.

Notwithstanding the provisions of paragraph (1), a pledgee of share options attached to a bonds with share options for which a certificate is issued may not assert the pledge against the stock company and other third parties unless the pledgee is in continuous possession of the certificate representing the bonds with share options for such a bonds with share options for which a certificate is issued.

A person who pledges share options may request that the stock company enter or record the following information in the share option register:

The provisions of the preceding paragraph do not apply to bearer share options or share options attached to bearer bonds with share option.

A pledgee whose information as set forth in the items of the preceding Article has been entered or recorded in the share option register (hereinafter referred to as a "registered pledgee of share options") may file a request with the stock company to be issued a document showing the information set forth in the items of that paragraph which has been entered or recorded in the share option register with respect to the registered pledgee of share options, or to be provided with the electronic or magnetic record in which that information has been recorded.

The documents referred to in the preceding paragraph must be affixed with the signature, or name and seal, of the representative director of the stock company (the representative executive officer for a company with nominating committee, etc.; the same applies in the following paragraph).

With respect to the electronic or magnetic record referred to in paragraph (1), the representative director of the stock company must implement measures in lieu of the affixation of signature, or name and seal prescribed by Ministry of Justice Order.

The provisions of the preceding three paragraphs do not apply to share options for which certificates are issued or share options attached to a bonds with share options for which a certificate is issued.

It is sufficient for a notice or demand to a registered pledgees of share options to be sent by a stock company to the addresses of relevant registered pledgees of share options stated or recorded in the share option register (or, if relevant registered pledgees of share options notify the stock company of any different place or contact address for the receipt of notices or demands, to that place or contact address).

The notices or demands referred to in the preceding paragraph are deemed to have arrived at the time when that notice or demand should normally have arrived.

In cases where a stock company carries out any of the acts set forth below, pledge for share options is effective with respect to the monies, etc. which the holders of relevant share options are entitled to receive as a result of relevant act:

Registered pledgees of share options may receive the monies, etc. (limited to monies) under the preceding paragraph, and appropriate them as payment to satisfy their own claims in priority to other creditors.

If a stock company performs the acts set forth in the following items, if the claims under the preceding paragraph have not yet become due and payable, the registered pledgees of share options may have the person specified in each of those items deposit an amount equivalent to the value of the monies, etc. provided for in that paragraph. In these cases, the pledge is effective with respect to the monies so deposited:

The provisions of the preceding three paragraphs apply mutatis mutandis to cases where a special controlling shareholder acquires share options subject to the cash-out by the demand for share option cash-out.In this case, "the person specified in each of those items" in the preceding paragraph is deemed to be replaced with "the special controlling shareholder".

Pledges for share options attached to bonds with share option (limited to cases where the property provided for in Article 236, paragraph (1), item (iii) consists of the bonds with respect to relevant bonds with share option, and the redemption amount for relevant bonds is equal to or more than the value provided for in item (ii) of that paragraph with respect to relevant share options) are effective with respect to the shares that the holders of relevant share options receive by exercising relevant share options.

With regard to share options, the fact that the share options belong to the trust property may not be perfected against the stock company and other third parties unless the fact that the share options belong to the trust property is entered or recorded in the share option register.

When share options held by the share option holders set forth in Article 249, item (iii), (a) belong to the trust property, the share option holders may request the stock company to enter or record to that effect in the share option register.

When applying the provisions of Article 250, paragraph (1) and Article 259, paragraph (1) if the statement or record is made pursuant to the provisions of the preceding paragraph in the share option register, the phrase "showing the information required to be entered in the share option register which has been entered or recorded" in Article 250, paragraph (1) is deemed to be replaced with "showing the information required to be entered in the share option register (including the fact that the share options held by those share option holders belong to the trust property) which has been entered or recorded" and the phrase "information required to be entered in the share option register" in Article 259, paragraph (1) is deemed to be replaced with "information required to be entered in the share option register (including the fact that the share options held by those share option holders belong to the trust property)".

The provisions of the preceding three paragraphs do not apply to a share certificate-issuing company.

If there are provisions with respect to the matters set forth in Article 236, paragraph (1), item (vii), (b) as a feature of share options subject to call (meaning share options for which there are provisions with respect to the matters set forth in item (vii), (a) of that paragraph; hereinafter the same applies in this Chapter), the stock company must determine the day under the same item (vii), (b) by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors);provided, however, that this does not apply if it is otherwise provided as a feature of relevant share options subject to call.

If a stock company determines the day under Article 236, paragraph (1), item (vii), (b), the stock company must notify the holders of share options subject to call (or, if there are provisions with respect to the matters set forth in item (vii), (c) of that paragraph, the holders of share options subject to call determined under the provisions of paragraph (1) of the following Article) and the registered pledgees of share options thereof of that date, no later than two weeks prior to that day.

A public notice may be substituted for the notice under the provisions of the preceding paragraph.

If there are provisions with respect to the matters set forth in Article 236, paragraph (1), item (vii), (c), if a stock company intends to acquire share options subject to Call, it must determine the share options subject to call that it intends to acquire.

The share options subject to call under the preceding paragraph must be determined by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors);provided, however, that this does not apply if it is otherwise provided as a feature of relevant share options subject to call.

If a stock company makes the determination pursuant to the provisions of paragraph (1), the stock company must immediately notify the holders of share options subject to call who are determined under the provisions of that paragraph and the registered pledgees of share options thereof to the effect that the stock company will acquire relevant share options subject to call.

A public notice may be substituted for the notice under the provisions of the preceding paragraph.

A stock company acquires, on the day when the grounds under Article 236, paragraph (1), item (vii), (a) have arisen (or, if there are provisions with respect to the matters set forth in item (vii), (c) thereof, the day set forth in item (i) or the day set forth in item (ii) below, whichever comes later; the same applies in the following paragraph and paragraph (3)), share options subject to call (or, if there are provisions with respect to the matters set forth in paragraph (1), item (vii), (c) of that Article, the share options subject to call determined pursuant to the provisions of paragraph (1) of the preceding Article; the same applies in the following paragraph and paragraph (3)):

If the share options subject to call that a stock company acquires under the provisions of the preceding paragraph are attached to bonds with share option, the stock company acquires the bonds with respect to relevant bonds with share option on the day when the grounds under Article 236, paragraph (1), item (vii), (a) have arisen.

In the cases set forth in the following items, the holders of share options subject to call (excluding the relevant stock company) become the persons specified in each of those items in accordance with the provisions with respect to the matters provided for in Article 236, paragraph (1), item (vii), (a), on the day when the grounds under the same item arise:

Without delay after the grounds under Article 236, paragraph (1), item (vii), (a) have arisen, a stock company must notify the holders of share options subject to call and registered pledgees of share options thereof (if there are provisions with respect to the matters set forth in the same item (vii), (c) thereof, the holders of share options subject to call determined pursuant to the provisions of paragraph (1) of the preceding Article, and registered pledgees of share options thereof) to the effect that relevant grounds has occurred;provided, however, that this does not apply if the stock company has given notice under the provisions of Article 273, paragraph (2) or has given public notice under the provisions of paragraph (3) of the same Article.

A public notice may be substituted for the notice under the provisions of the preceding paragraph.

A stock company may cancel its own share options. In these cases, the stock company must determine the features and number of the own share options it intends to cancel.

For a company with board of directors, the determination under the provisions of the second sentence of the preceding paragraph must be made by a resolution at a board of directors meeting.

A stock company may allot the share options of relevant stock company to shareholders (or, for a company with class shares, shareholders of a certain class) without requiring them to make additional contribution (hereinafter in this Section referred to as "allotment of share options without contribution").

Whenever a stock company intends to effect the allotment of share options without contribution, it must prescribe the following matters:

The provisions regarding the matters set forth in item (i) and item (ii) of the preceding paragraph must be that the share options under item (i) of that paragraph and the bonds under item (ii) of that paragraph will be allotted in proportion to the number of shares (or, for a company with class shares, the shares of the classes under item (iv) of that paragraph) held by shareholders (or, for a company with class shares, class shareholders of the classes under item (iv) of that paragraph) other than relevant stock company.

The determination of the matters set forth in each item of paragraph (1) must be made by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors);provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

Shareholders to whom the share options under paragraph (1), item (i) of the preceding Article have been allotted become the share option holders provided for in item (i) of that paragraph on the day provided for in item (iii) of that paragraph (or, in the case provided for in item (ii) of that paragraph, the holders of share option provided for in item (i) of that paragraph and the holders of the bonds provided for in item (ii) of that paragraph).

A stock company must notify shareholders (or, for a company with class shares, class shareholders of the classes under item (iv) of the same paragraph) and the registered pledgees of shares thereof, of the features and number of the share options (in the cases provided for in item (ii) of the same paragraph, including the classes of bonds that have been allotted to relevant shareholders and the total of the amounts for each bond) that have been allotted to relevant shareholders, after the day stated in paragraph (1), item (iii) of the preceding Article without day.

If notice is made pursuant to the provisions of the preceding paragraph, when the end of the period stated in Article 236, paragraph (1), item (iv) with respect to the share options set forth in paragraph (1), item (i) of the preceding Article arrives before the day when two weeks elapse from the day of the notice, the period stated in the same item is deemed to be extended to the day when two weeks elapse from the day of the notice.

Share options must be exercised by disclosing the following matters:

If it is intended to exercise share options for which certificates are issued, the holders of relevant share options for which certificates are issued must submit the share option certificates representing the share options for which certificates are issued to the stock company;provided, however, that this does not apply if no relevant share option certificates have been issued.

If it is intended to exercise share options attached to a bonds with share options for which a certificate is issued, the holders of relevant share options must submit to the stock company the certificate representing the bonds with share options for bonds with share option to which relevant share options are attached. In these case, relevant stock company must specify in relevant certificate representing the bonds with share options to the effect that those share options attached to such a bonds with share options for which a certificate is issued have been extinguished.

Notwithstanding the provisions of the preceding paragraph, if it is intended to exercise share options attached to a bonds with share options for which a certificate is issued, if the bonds with respect to such a bonds with share options for which a certificate is issued are extinguished by the exercise of relevant share options, the holders of those share options must submit the certificate representing the bonds with share options for the bonds with share option to which those share options are attached to the stock company.

Notwithstanding the provisions of paragraph (3), if it is intended to exercise the share options attached to a bonds with share options for which a certificate is issued after the redemption of the bonds with respect to such a bonds with share options for which a certificate is issued, the holders of relevant share options must submit the certificate representing the bonds with share options for the bonds with share option to which relevant share options are attached to the stock company.

A stock company cannot exercise own share options.

If monies are the subject of the contribution to be made on the exercise of share options, the share option holders must pay in the entire amount of the value provided for in Article 236, paragraph (1), item (ii) with respect to the share options relating to relevant exercise at the place for the handling of bank, etc. payments designated by the stock company on the day provided for in paragraph (1), item (ii) of the preceding Article.

If any property other than monies is the subject of the contribution to be made on the exercise of share options, the share option holders must deliver the property provided for in Article 236, paragraph (1), item (iii) with respect to the share options relating to that exercise on the day provided for in paragraph (1), item (ii) of the preceding Article. In these cases, if the value of the property falls short of the value provided for in Article 236, paragraph (1), item (ii), the holders of the share options must pay in monies equivalent to the balance thereof at the place for the handling of payments referred to in the preceding paragraph.

Share option holders may not set off their obligations to effect payment under the provisions of paragraph (1) or delivery under the provisions of the preceding paragraph against claims the holders of share options have against the stock company.

Share option holders who have exercised share options become shareholders of the shares underlying relevant share options on the day when relevant share options are exercised.

A share option holder that exercises a share option and is as set forth in items of Article 286-2, paragraph (1) may not exercise the right of shareholders with respect to shares that are subject matters of share options for which payment or delivery set forth in each items of Article 286-2, paragraph (1) is falsified, unless the payment specified in each of those items or the payment pursuant to the provisions of Article 286-3, paragraph (1) is made.

The person who accepts the transfer of shares referred to in the preceding paragraph may exercise the right of shareholders with respect to the shares;provided, however, that this does not apply if the person has acted in bad faith or with gross negligence.

If share options are exercised, if the number of the shares to be issued to the holders of relevant share options includes a fractional share, the stock company must, in accordance with the categories of the cases set forth in each of the following items, deliver to the holders of relevant share options monies equivalent to the amount obtained by multiplying the amount provided for in each relevant item by that fractional share;provided, however, that this does not apply if there are provisions with respect to the matters set forth in Article 236, paragraph (1), item (ix):

If share options for which there are provisions with respect to the matters set forth in Article 236, paragraph (1), item (iii) are exercised, a stock company must petition the court, without delay after a delivery of property under the provisions of Article 281, paragraph (2), for the appointment of an inspector, in order to have the inspector investigate the value of the property provided for in that item (hereinafter in this Section referred to as "property contributed in kind").

If the petition referred to in the preceding paragraph has been filed, the court must appoint an inspector, except if it dismisses the petition as unlawful.

If the court has appointed the inspector under the preceding paragraph, it may fix the amount of the remuneration that the stock company pays to relevant inspector.

The inspector referred to in paragraph (2) must conduct the necessary investigation and submit a report to the court by providing it with a document detailing the results of the investigation or with an electronic or magnetic record (limited one prescribed by Ministry of Justice Order) in which these have been recorded.

If the court finds it necessary to clarify the contents of the report stated in the preceding paragraph or to confirm the grounds supporting that report, it may request that the inspector referred to in paragraph (2) submit a further report under the preceding paragraph.

If the inspector under paragraph (2) has submitted the report referred to in paragraph (4), the inspector must deliver a copy of the document referred to in that paragraph to the stock company or use a means prescribed by Ministry of Justice Order to provide it with the information recorded in the electronic or magnetic record referred to in that paragraph.

If the court receives a report under paragraph (4), if it finds the value provided for in Article 236, paragraph (1), item (iii) with respect to the property contributed in kind (excluding a value not subjected to the investigation by the inspector under paragraph (2)) to be improper, it must issue a ruling changing relevant value.

If the value of the property contributed in kind has been changed, in whole or in part, because of a ruling under the preceding paragraph, the share option holders referred to in paragraph (1) may rescind their manifestation of intention relating to the exercise of their share options, limited to within one week from the finalization of relevant ruling.

The provisions of the preceding paragraphs do not apply in the cases in each of the following items with respect to the matters prescribed respectively in those items:

None of the following persons can provide the verification provided in item (iv) of the preceding paragraph:

In a case as set forth in one of the following items, the share option holder exercising the share option is liable to the stock company for payment of the amount provided for in the relevant item:

In the cases provided for in item (iii) of the preceding paragraph, if the share option holder that tendered the property contributed in kind has acted in good faith and without gross negligence as to the fact that the value of relevant property contributed in kind is extremely short of the value provided for under Article 236, paragraph (1), item (iii) with respect to the property contributed in kind, the share option holder may rescind the manifestation of intention relating to the exercise of the share options.

In the cases set forth in paragraph (1), item (iii) of the preceding Article, the following persons (hereinafter in this Article referred to as "directors, etc.") are liable to the stock company for payment of the amounts set forth in relevant items:

Notwithstanding the provisions of the preceding paragraph, the directors, etc. are not liable for property contributed in kind under that paragraph in the cases set forth below:

In the cases provided for in paragraph (1), the person who submitted the verification provided for in Article 284, paragraph (9), item (iv) (hereinafter in this Article referred to as "verifying person") is liable for the payment of the amount provided for in paragraph (1), item (iii) of the preceding Article to the stock company; provided, however, that this does not apply if relevant verifying person has proven that the verifying person did not fail to exercise care with respect to the submission of relevant verification.

If a share option holder bears an obligation to pay an amount provided for in paragraph (1), item (iii) of the preceding Article with respect to property contributed in kind tendered by the share option holder, if the persons set forth as follows bear obligations provided for in each of relevant items with respect to relevant property contributed in kind, those persons will be joint and several obligors:

A share option holder that exercises a share option and is as set forth in the following items is liable to perform the acts specified in those items to a stock company:

The liabilities of share option holders prescribed in the preceding paragraph pursuant to the provisions of the same paragraph may not be exempted without the consent of all shareholders.