Omron 2009 Annual Report Download - page 79

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The Corporate Law also provides for companies to
purchase treasury stock and dispose of such treasury
stock by resolution of the Board of Directors. The amount
of treasury stock purchased cannot exceed the amount
available for distribution to the shareholders which is deter-
mined by specific formula.
Under the Corporate Law, stock acquisition rights,
which were previously presented as a liability, are now pre-
sented as a separate component of shareholders’ equity.
The Corporate Law also provides that companies can
purchase both treasury stock acquisition rights and treas-
ury stock. Such treasury stock acquisition rights are pre-
sented as a separate component of shareholders’ equity
or deducted directly from stock acquisition rights.
Under the Corporate Law, companies can pay divi-
dends at any time during the fiscal year in addition to the
year-end dividend upon resolution at the shareholders
meeting. For companies that meet certain criteria such
as; (1) having the Board of Directors, (2) having inde-
pendent auditors, (3) having the Board of Corporate
Auditors, and (4) the term of service of the directors is
prescribed as one year rather than two years of normal
term by its articles of incorporation, the Board of Directors
may declare dividends (except for dividends in kind) if the
company has prescribed so in its articles of incorporation.
The Corporate Law permits companies to distribute
dividends-in-kind (non-cash assets) to shareholders subject
to a certain limitation and additional requirements.
Semiannual interim dividends may also be paid once a
year upon resolution by the Board of Directors if the arti-
cles of incorporation of the company so stipulate. Under
the Corporate Law, certain limitations were imposed on
the amount of capital surplus and retained earnings avail-
able for dividends. The Corporate Law also provides cer-
tain limitations on the amounts available for dividends or
the purchase of treasury stock. The limitation is defined as
the amount available for distribution to the shareholders,
but the amount of net assets after dividends must be
maintained at no less than ¥3 million. Such amount avail-
able for the dividends under the Corporate Law was
¥36,549 million ($372,949 thousand) at March 31, 2009,
based on the amount recorded in the parent company’s
general books of account.
Stock Options
The Companies has authorized the grant of options to
purchase common stock of the Company to certain direc-
tors and executive officers of the Company under a fixed
stock option plan.
Under the above plan, the exercise price of each
option exceeded the market price of the Company’s com-
mon stock on the date of grant and the options expire 5
years after the date of the grant. Generally, options
become fully vested and exercisable after 2 years. A sum-
mary of the Company’s fixed stock option plan activity
and related information for the years ended March 31,
2009 is as follows:
Options outstanding at April 1, 2006
Granted
Exercised
Expired
Options outstanding at March 31, 2007
Granted
Exercised
Expired
Options outstanding at March 31, 2008
Granted
Exercised
Expired
Options outstanding at March 31, 2009
Options exercisable at March 31, 2009
Fixed options
Weighted-average fair
value of options granted
during the year
Yen
¥ 539
¥ 744
¥ —
Weighted-average
exercise price
¥ 2,384
3,031
2,284
2,306
¥ 2,570
3,432
2,131
1,913
¥ 2,868
—
—
2,435
¥ 2,930
¥ 2,733
Shares
973,000
217,000
(260,000)
(25,000)
905,000
237,000
(181,000)
(3,000)
958,000
—
—
(120,000)
838,000
601,000
Options outstanding at March 31, 2008
Granted
Exercised
Expired
Options outstanding at March 31, 2009
Options exercisable at March 31, 2009
Fixed options
Weighted-average fair
value of options granted
during the year
U.S. dollars
$ —
Weighted-average
exercise price
$ 29.27
—
—
24.85
$ 29.90
$ 27.89
Shares
958,000
—
—
(120,000)
838,000
601,000