Epson 2016 Annual Report Download - page 130

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fluctuate depending on the levels of achievement of the mid- to long-term operating performance targets of
Epson. Furthermore, Epson shares, which correspond to a certain proportion of such points, will be delivered to
the Eligible Officers, in principle, after the lapse of three years following the awarding of points. As regards
Epson shares corresponding to the remaining portion of points, the Eligible Officers will receive cash equivalent
to the amounts obtained through the conversion of such shares into cash within the Trust as prescribed in the
trust agreement.
7) If residual shares remain in the Trust at the expiry of the trust period in the event that operating performance
targets are not met during the trust period, Epson may continue to use the Trust by amending the trust
agreement and making additional contribution. Otherwise, Epson will acquire such residual shares, through
gratis transfer, and retire them by resolution of the Board of Directors.
8) Upon the termination of the Trust, residual assets remaining after allocation to beneficiaries are to be attributed
to Epson within the scope of trust expense reserve after subtracting funds for acquiring shares from the trust
money. The portion exceeding the trust expense reserve is planned to be donated to organization(s) having no
interests with Epson and any of its officers.
Note: The Trustor may continue the Plan by contributing additional money as funds for acquiring its own shares
for the Trust within the scope of the funds for acquiring shares, of which the amount is subject to approval
by resolution at the General Meeting of Shareholders.
(2) Overview of the trust agreement
1) Type of Trust Monetary trust other than a designated individually operated
monetary trust (third party benefit trust)
2) Purpose of the Trust Provide incentives to Eligible Officers
3) Trustor Epson
4) Trustee (planned) Mitsubishi UFJ Trust and Banking Corporation
(Joint trustee: The Master Trust Bank of Japan, Ltd.)
5) Beneficiaries The Officers who meet the beneficiary requirements
6) Trust administrator A third-party specialist without relationship with Epson
7) Date of trust agreement (planned) August 2, 2016
8) Trust period (planned) August 2, 2016 through August 31, 2019
9) Plan launch date (planned) October 1, 2016
10) Exercise of voting rights Voting rights not to be exercised
11) Class of shares to be acquired Common stock of Epson
12) Planned amount of initial trust money 320 million yen (including trust fees and expenses)
13) Maximum amount of trust money (planned) 500 million yen (including trust fees and expenses)
14) Method of acquiring shares Acquisition in the stock market
15) Period for acquiring shares (planned) August 4, 2016 through August 31, 2016
16) Vested rightholder Epson
17) Residual assets Residual assets that Epson may receive as the vested
rightholder shall be within the scope of trust expense reserve
after subtracting funds for acquiring shares from the trust
money.
(3) Content of trust/stock related business
1) Trust-related business Mitsubishi UFJ Trust and Banking Corporation and The Master Trust Bank of
Japan, Ltd. will handle the trust-related business as trustees of the BIP Trust.
2) Stock-related business Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. will handle the business
related to the delivery of Epson shares to the beneficiaries in accordance with a
business consignment agreement.