Asics : Notice Concerning Allotment of Stock Options as Compensation to the Company’s Directors and Executive Officers

Name of the Company: ASICS Corporation

July 18, 2014

President and CEO, Representative Director: Motoi Oyama

Code Number: 7936 Listing Exchange: Tokyo

ASICS Corporation (the "Company") hereby announces that, at a meeting of the Board of Directors held on July 18, 2014, it determined the subscription details of stock options to be issued as stock options as compensation (hereinafter referred to as the "Stock Options") to the Company's Directors (excluding Outside Directors) and Executive Officers, and resolved to solicit subscribers to the said Stock Options.
I. Reason to Issue Stock Options
The issuance of Stock Options is intended to provide an incentive to the Company's Directors (excluding Outside Directors) and Executive Officers to manage the Company with a stronger emphasis on the interests of shareholders in order to heighten further their level of motivation and interest in contributing to the Company's medium- and long-term financial performance, thus enhancing corporate value.
II. Stock Option Guide
1. Name of Stock Options: Asics Corporation, Second Stock Options
2. Total number of Stock Options: 265 units
The above number is the expected number of the allotment. If the total number of Stock Options to be allotted is less than expected, such as in the case where applications are not made as expected, the total number of Stock Options to be issued will be reduced accordingly.
3. Class and number of shares underlying Stock Options
The class of share underlying Stock Option shall be the common shares of the Company and the number of shares underlying each Stock Option (hereinafter referred to as the "Number of Granted Shares") shall be one hundred (100) shares. However, when the Company affects a share split of its common shares (including allotment of its common shares without contribution. Hereinafter the same shall apply to descriptions of share split) or consolidation of shares after the Stock
Option offering date set out in Clause 13 below (hereinafter referred to as the "Offering Date"),

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the Number of Granted Shares shall be adjusted using the following formula. Any fractions of less than one (1) share in the resulting number of shares shall be rounded down.

Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Ratio of share split or consolidation

The adjusted Number of Granted Shares shall be applied on or after the day following the record date in the case of a share split (if no record date is defined, the effective date of the share split) or on or after the effective date in the case of a consolidation of shares. However, if a share split is carried out based on the condition that an agenda item to decrease surplus and increase capital or reserves is approved in a General Shareholders' Meeting and if the record date of the share split is a date before the conclusion of the meeting, the adjusted Number of Granted Shares shall, after the day following the conclusion of the General Shareholders' Meeting, be retroactively applied as of the day following the record day.
After the Offering Date, if the Company merges with another company or splits, or if the Company needs to adjust Number of Granted Shares due to occasions similar to the corporate merger or split, the Company may adjust them, as appropriate, to a reasonable extent.
When adjusting Number of Granted Shares, the Company shall notify or publicize the details to each individual holding Stock Options listed on the stock option registry (hereinafter referred to as "Stock Option Holders") no later than the day prior to the date the adjusted Number of Granted Shares is to be applied. However, if the notice or publication is not available by that prior day, the Company shall make the notice or publication subsequently in a timely manner.
4. Amount of asset paid upon exercise of Stock Options
The assets paid upon exercise of each Stock Option shall be the amount calculated by multiplying the per-share exercise price, which is one (1) yen per share that may be delivered due to the exercise of a Stock Option, by the Number of Granted Shares.
5. Stock Option exercisable period
From August 9, 2017 to August 8, 2044.
6. Matters concerning an increase in capital and capital reserve when shares are issued through the exercise of Stock Options

(1) The increase in capital when shares are issued through the exercise of Stock Options shall be half of the limit amount of an increase in capital, etc. as calculated in accordance with paragraph 1, Article 17 of the Ordinance on Company Accounting, and any fractions of less than one (1) yen which may occur as a result of calculation shall be rounded up.

(2) The increase in capital reserves when shares are issued through the exercise of Stock Options

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shall be the limit amount of an increase in capital, etc. stated in item (1) above less the increase in capital as provided in item (1) above.

7. Restriction on the acquisition of Stock Options by assignment
Acquisition of Stock Options by assignment shall be subject to the approval of the Board of
Directors of the Company.
8. Provisions regarding the acquisition of Stock Options
If any of the following proposals are approved in a General Shareholders' Meeting (when a resolution in a General Shareholders' Meeting is not required, when resolved by the Board of Directors of the Company), the Company may acquire, free of charge, Stock Options on a date separately determined by the Board of Directors of the Company.

(1) Proposal for approval of a merger agreement under which the Company is absorbed and disappears.

(2) Proposal for approval of a split agreement or plan under which the Company is subject to split. (3) Proposal for approval of a share exchange contract or a share transfer plan under which the

Company becomes a wholly-owned subsidiary company.

(4) Proposal for approval of the addition of a provision to the Articles of Incorporation which sets out that, with respect to all the shares issued by Company, it is required to obtain the approval of the Company when acquiring the shares by assignment.

(5) Proposal for approval of the addition of a provision to the Articles of Incorporation which sets out that, with respect to the classes of Company's shares underlying Stock Options, it is required to obtain the approval of the Company when acquiring the shares by assignment, or that the Company may acquire all the Company's shares in those classes based on a resolution in a General Shareholders' Meeting.

9. Decision-making policy on the delivery of Stock Options to companies subject to reorganization in corporate reorganization acts
When the Company conducts a merger (only when the Company no longer exists due to the merger), acquisition and split or new establishment and split (only when the Company becomes subject to split in each of the two cases), or share exchange or share transfer (only when the Company becomes a wholly-owned subsidiary company in each of the two cases) (hereinafter collectively referred to as "Reorganization Acts"), it shall deliver stock options of each of the companies indicated in Article 236-1-8-(a) to (e) of the Companies Act of Japan (hereinafter referred to as "Companies Subject to Reorganization") to Stock Option Holders holding the outstanding Stock Options (hereinafter referred to as "Outstanding Stock Options") which are outstanding immediately prior to the day the Reorganization Acts become effective (in the case of
an absorption-type merger, the date when the merger takes effect, in the case of a new

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establishment and merger, the date of foundation of the newly established company, in the case of an acquisition and split, the date the acquisition and split takes effect, in the case of a new establishment and split, the foundation date of the newly established company, in the case of a share exchange, the date the share exchange takes effect, and in the case of share transfer, the date of foundation of the wholly-owning parent company in the share transfer. Hereinafter the same shall apply) in respective cases. However, in the acquisition and merger contract, new establishment and merger contract, acquisition and split contract, new establishment and split plan, share exchange contract, or share transfer plan, it shall be designated that stock options of the Companies Subject to Reorganization shall be delivered in accordance with the following conditions:

(1) Number of stock options of the Companies Subject to Reorganization to be delivered

The same number of stock options as the number of the Outstanding Stock Options held by Stock Option Holders shall be delivered.

(2) Class of shares of the Companies Subject to Reorganization underlying the stock options

Common shares of the Companies Subject to Reorganization.

(3) Number of shares of the Companies Subject to Reorganization underlying the stock options

To be determined in a similar manner to Clause 3 above, taking conditions of the

Reorganization Acts into consideration.

(4) Amount of assets to be paid upon exercise of stock options

The amount of assets to be paid upon the exercise of each stock option to be delivered shall be the amount calculated by multiplying the exercise price after reorganization, as set out below, by the number of shares of the Companies Subject to Reorganization underlying the stock option as determined in accordance with item (3) above. The exercise price after reorganization shall be one (1) yen per share of the Companies Subject to Reorganization that may be delivered by exercising each stock option to be delivered.

(5) Stock option exercisable period

The stock option exercisable period shall be from the first day of the stock option exercisable period provided in Clause 5 above or the day the Reorganization Acts become effective, whichever comes later, to the last day of that exercisable period determined in Clause 5 above.

(6) Matters concerning an increase in capital and capital reserve when shares are issued through the exercise of stock options

To be determined in the manner provided in Clause 6 above.

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(7) Restriction on the acquisition of stock options by assignment

Acquisition of stock options by assignment shall be subject to the approval by the resolution of the Board of Directors of the Companies Subject to Reorganization.

(8) Conditions for acquiring stock options

To be determined in the manner provided in Clause 8 above. (9) Other Conditions for exercising stock options

To be determined in the manner provided in Clause 11 below.

10. Treatment of fractions less than one share that occur when Stock Options are exercised
Fractions of less than one share of shares to be delivered to Stock Option Holders who have exercised their Stock Option shall be rounded down.
11. Other Conditions for Exercising Stock Options

(1) If a Stock Option Holder loses both the offices of director and executive officer for a reason deemed appropriate by the Company, such as retirement on expiration of term of office, the Stock Options he or she holds may be exercised for five (5) years from the day after the date of the said loss. However, this shall be limited to the stock option exercisable period provided in Clause 5 above.

(2) If a Stock Option Holder waives his or her right to exercise Stock Options, he or she

shall no longer be able to exercise Stock Options.

(3) Other conditions for exercising Stock Options shall be determined separately in the "Stock Option Allotment Agreement" to be concluded between the Company and each Stock Option Holder.

12. Calculating Method of Subscription Amount to be paid for Stock Options
The subscription amount to be paid for each Stock Option is calculated by multiplying the per stock option price determined based on the figures shown in items (2) to (7) below (fractions of less than one (1) yen shall be rounded off) by the number of allotted shares using the
Black-Scholes model which is shown below.

C  SeqT N d   Xe rT N d   T 

Where

   2 

ln S    r  q   T

 X   

d   2 

 T

(1) Option price per share (C)

(2) Share price (S): Closing price of the Company's common share in regular transactions of the

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Tokyo Stock Exchange on August 8, 2014 (if there is no closing price, the unit price for the following trading day is used).

(3) Exercise price (X): One (1) yen

(4) Projected period to maturity (T): 7.4 years

(5) Share price volatility (σ): Calculated based on closing stock price of common shares of the

Company in regular transactions on each trading day for a period of 7.4years (from March 8,

2007 to August 8, 2014).

(6) Risk-free rate of interest (r): Interest rate of government bonds whose remaining years equals to the projected period to maturity.

(7) Dividend yield (q): Dividend per share (the dividend paid in the accounting period ended

March 2014) divided by the share price as in item (2) above.

(8) Cumulative distribution function of standard normal distribution (N(・))

*1. The amount obtained in the above calculation will be a fair value for the Stock Options and will not constitute an advantageous offering.
*2. In place of the above-mentioned subscription amount, subscribers to the Stock Options shall offset the amount to be paid to the Company for the Stock Options with remuneration to be paid to them by the Company.
13. Offering Date

August 8, 2014.

14. Cash Payment Date for Stock Options

August 8, 2014.

15. Persons eligible for allotment of Stock Options, number of said persons and number of Stock
Options to be allotted

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distributed by