AGREEMENT
CONCERNING
ALLOCATION OF THE STOCK
ACQUISITION RIGHTS
OF SONY
CORPORATION
FOR THE FISCAL YEAR
2004
SONY CORPORATION (hereinafter
referred to as the “Corporation”) and
___________________ (hereinafter referred to as the
“Qualified Person”) enter into this Agreement as
follows in connection with the allocation of the stock acquisition
rights (hereinafter referred to as the “Options”) to be
issued by the Corporation pursuant to the provisions of the terms
and conditions of the Options (hereinafter referred to as the
“Terms and Conditions”) set forth in Exhibit 1 attached
hereto and pursuant to the special resolution adopted at the 87th
Ordinary General Meeting of Shareholders held on June 22, 2004 and
the resolution adopted at the meeting of the Board of Directors
held on March 30, 2005:
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Article 1
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(Purpose and
Administration)
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The primary purpose of allocating
the Options to the Qualified Person is to enhance the willingness
of the Qualified Person to contribute towards the advancement of
the Sony Group’s business performance and thereby advance
such business performance by making the economic interest, which
the Qualified Person will receive, correspond to the business
performance of the Corporation. This Agreement and the Terms and
Conditions shall be administered by the Corporation, and such
representative corporate executive officers or other persons as the
Corporation may designate from time to time who represent the
Corporation in respect of this Agreement, the Terms and Conditions
and the Options.
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Article 2
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(Restrictions under the Terms and
Conditions and this Agreement)
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The Options shall be subject to (1)
the Terms and Conditions, which are attached to this Agreement as
Exhibit 1 and form an integral part of this Agreement, and (2) the
conditions and restrictions provided for in this Agreement. The
Qualified Person agrees to be bound by the conditions and
restrictions set forth in the Terms and Conditions and this
Agreement. Notwithstanding the provisions of the Terms and
Conditions, the exercise of the Options is further subject to such
additional conditions as set forth herein. In particular, the
exercise of the Options is subject to the restrictions under
Articles 5 and 7.
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Article 3
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(Allocation of the
Options)
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Pursuant to this Agreement, the
Corporation allocates the following Options to the Qualified Person
in accordance with the following terms on the execution date of
this Agreement.
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(1)
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Number of the Options allocated to
the Qualified Person:
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______________ (________
shares may be issued or transferred upon the exercise by the
Qualified Person of all Options allocated to the Qualified Person
pursuant to this Agreement.)
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(2)
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Class and number of shares to be issued or
transferred upon exercise of each Option:
100 shares of common stock of the
Corporation
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(3)
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Amount to be paid per share to be
issued or transferred upon exercise of the Options (hereinafter
referred to as the “Exercise Price”) is
initially:
US$ 40.34
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(4)
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Period during which the Options
may be exercised:
From and including April 1, 2005,
to and including March 31, 2015 (the “Term”), however,
exercise of the Options is subject to the restrictions provided for
in Article 5.
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The number of shares to be issued or
transferred upon exercise of each Option and the Exercise Price may
be adjusted pursuant to the provisions of the Terms and
Conditions.
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Article 4
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(Information on Corporation and
its Shares)
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Basic information on the Corporation
and its shares is as set forth in Exhibit 2 attached
hereto.
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Article
5 (Vesting,
Conditions for Exercise of the Options and Prohibition of
Disposition)
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(1)
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Vesting and exercise of the Options are further
subject to the restrictions as set forth in Exhibit 3 attached
hereto.
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(2)
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Except as provided in Article 7, the Options,
whether vested or unvested, are nontransferable by the Qualified
Person.
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(3)
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Exercise of the Options are further subject to
any restriction on trading set forth under Sony Corporation of
America’s Policy Regarding Securities Trading, as in effect
from time to time.
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Article 6
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(Procedures for Exercising the
Options)
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Procedures for exercising the
Options shall be provided for in the Terms and Conditions, and in
addition, detailed matters concerning such procedures shall be
provided for in a “Guide to the Sony Stock Option
Program” separately provided and delivered by the Corporation
or one of its subsidiaries to the Qualified Person no later than
the date on which the Options held by the Qualified Person first
become exercisable pursuant to Article 5.
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Article 7
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(Inheritance of the
Options)
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Upon the death of the Qualified
Person, outstanding Options that are vested and exercisable and
granted to such Qualified Person may be exercised only by the
executors or administrators of the Qualified Person’s estate
or by any person or persons who shall have acquired such right to
exercise by will or by the laws of descent and distribution,
provided that no transfer by will or the laws of descent and
distribution of any Option, or the right to exercise any Option,
shall be effective to bind the Corporation unless the Corporation
shall have been furnished with (a) a written notice thereof and a
copy of the will and/or such evidence as the Corporation may deem
necessary to establish the validity of the transfer and (b) an
agreement by the transferee to comply with all the terms and
conditions of the Options that are or would have been applicable to
the Qualified Person (other than any terms and conditions relating
to employment with the Corporation or one of its subsidiaries) and
to be bound by the acknowledgements made by the Qualified Person in
connection with the grant of the Options. Options that are not
vested and exercisable at the death of the Qualified Person will
terminate.
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Article 8
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(Issue of Certificate for the
Options)
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The Qualified Person shall not
request the Corporation to issue certificates for the
Options.
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Article 9
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(Issuance of ADRs)
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The Corporation currently maintains
an American Depositary Receipt program in the United States
pursuant to which American Depositary Receipts or
“ADRs” represent shares of common stock of the
Corporation. During the time the Corporation maintains an American
Depositary Receipt program in the United States, the Qualified
Persons who exercise the Options will generally receive ADRs in
lieu of shares of common stock of the Corporation as follows. Upon
exercise of an Option, certificates for shares of common stock of
the Corporation acquired upon the exercise of such Option shall be
issued in the name of the depositary under the Sony American
Depositary Receipt Program for the benefit of the Qualified Person.
Upon receipt of shares of common stock of the Corporation upon the
exercise of an Option, the depositary under the Sony American
Depositary Receipt Program shall immediately and automatically
issue ADRs representing such shares of common stock of the
Corporation in the name of the applicable Qualified Person and
shall deliver such ADRs to such Qualified Person (or to an account
held for the benefit of such Qualified Person) as soon as
practicable following the effective date on which such issuance
occurs. For simplicity, all references in this Agreement and the
Terms and Conditions to shares of common stock of the Corporation
will be deemed to also refer to ADRs.
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Article 10
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(Treatment in Events of
Merger and Consolidation)
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1. In the event of (a) any consolidation or
amalgamation of the Corporation with, or merger of the Corporation
into, any other corporation (other than a consolidation,
amalgamation or merger in which the Corporation is the continuing
corporation) or (b) any other corporate transaction (excluding any
transaction described in (a) above, a share
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exchange or a share transfer)
involving the Corporation, including a dissolution or liquidation
of the Corporation, a sale of all or substantially all of the
Corporation’s assets, corporate split, or any other similar
transaction, the Corporation may (x) cause the entity resulting
from such transaction to execute an agreement providing that a
holder of the Options shall have the right during the Term to
exercise the Options and upon such exercise of the Options to
receive the class and amount of shares and other securities and
property receivable upon such transaction by a holder of the number
of shares in respect of which the Options could have been exercised
immediately prior to such transaction or (y) prevent from being
exercised, effective immediately upon the occurrence of such
transaction, each Option outstanding immediately prior to such
transaction (whether or not then exercisable).
2. In the event that the Corporation enters into a
definitive agreement or makes a decision by board resolution or
approval of shareholders’ meeting to effectuate one or more
of the transactions or events described in (a) or (b) in the
immediately preceding paragraph (in this paragraph 2, including a
share exchange and a share transfer), the Corporation may provide
not less than twenty days advance notice to the Qualified Person
from the consummation of such transaction or event and give the
Qualified Person the opportunity to exercise their Options (whether
or not such Options are then vested or exercisable), immediately
prior to, and subject to, the consummation of such transaction or
event.
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Article 11
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(Withholding by the
Corporation)
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In connection with Condition 14(2),
the Corporation or its designee is authorized to withhold from any
payment relating to an Option or from any payroll or other payment
to the Qualified Person, amounts of withholding and other taxes or
fees due in connection with the Option, and to take any other
action as the Corporation may deem advisable to enable the
Corporation and the Qualified Person to satisfy obligations for the
payment of withholding taxes, other tax obligations and other costs
and fees relating to the Options. This authority shall include,
either on a mandatory or elective basis in the discretion of the
Corporation, authority (a) to withhold or receive shares of common
stock of the Corporation or other property and (b) to make cash
payments in respect thereof in satisfaction of the Qualified
Person’s tax obligations and other costs and fees relating to
the Options.
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Article 12
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(Compliance with the Applicable
Securities Law, Etc.)
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The Qualified Person shall, in
selling the shares of common stock of the Corporation acquired upon
exercise of the Options, confirm in advance with the Corporation
that such proposed sale is permissible under any and all applicable
policies, programs, arrangements or other provisions relating to
insider trading maintained by the Corporation or any of its
subsidiaries and shall comply with any and all applicable laws and
regulations, including but not limited to U.S. and Japanese
laws.
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Article 13
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(Amendment to this Agreement and Treatment of
Matters Not Provided for in this Agreement)
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1. This Agreement (including any Exhibit to this
Agreement) cannot be modified or amended in any manner except by a
further agreement expressly stating the intention to modify this
Agreement and which is signed by both parties to this
Agreement.
2.
Notwithstanding the immediately
preceding paragraph, if it is found out that this Agreement is not
in compliance with the Commercial Code, the Securities and Exchange
Law, the Income Tax Law, the Corporation Tax Law or any other
related laws or regulations of Japan or any applicable laws of any
other jurisdiction, or if this Agreement becomes not in compliance
therewith as a result of amendments thereto which become effective
after the conclusion of this Agreement, the Corporation may, with
notice to the Qualified Person, adequately establish, amend or
eliminate the subject provisions.
3.
With respect to matters not provided
for in this Agreement or the “Guide to the Sony Stock Option
Program”, such matters shall be determined by consultation in
good faith between the Corporation and the Qualified Person. In the
event that the Qualified Person rejects such consultation, or in
the event that such consultation fails to bring an agreement, such
matters shall be decided by the Corporation and such representative
corporate executive officers or other persons as the Corporation
may designate from time to time to represent the Corporation in
respect of the Terms and Conditions, the Options and this
Agreement. Decisions of the Corporation or such representative
corporate executive officers or other persons as the Corporation
may designate from time to time to represent the Corporation in
respect of the Terms and Conditions, the Options and this Agreement
shall be final and binding on all parties. None of the Corporation
or such representative corporate executive officers or other
persons as the Corporation may designate from time to time to
represent the Corporation in respect of the Terms and Conditions,
the Options or this Agreement shall be liable to any Qualified
Person for any action, omission or determination relating to the
Terms and Conditions, the Options or this Agreement.
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Article 14
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(Manner of Notice)
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Notices by the Corporation to the
Qualified Person under the Terms and Conditions and this Agreement
shall be made in any of the following manners:
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(1)
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delivering (including mailing) a written notice
to the address of the Qualified Person set forth in the register of
the Options;
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(2)
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sending documents to the Qualified Person at
his/her department in the Corporation (including any Sony Group
Company) or sending electronic data to the e-mail address of the
Qualified Person at the Corporation (including any Sony Group
Company); or
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(3)
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giving notice on the web site of the Corporation
(including any Sony Group Company).
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Article 15
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(Construction)
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Nothing herein shall be construed to
give the Qualified Person any right or entitlement to receive
options to purchase common stock of the Corporation in the future
from the
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Corporation or any of its
subsidiaries. Nothing contained herein shall confer upon the
Qualified Person any right to continue in the employment of the
Corporation or any of its subsidiaries or constitute any contract
or agreement of employment or interfere in any way with the right
of the Corporation or its subsidiaries to reduce or modify a
Qualified Person’s compensation in existence at the time of
the granting of any Option or otherwise, or to terminate a
Qualified Person’s employment or change the Qualified
Person’s position or the terms of employment with or without
cause. Nothing contained herein shall prevent the Corporation from,
and the Corporation expressly reserves the right to, modify the
terms and conditions of options to purchase common stock of the
Corporation, if any, that are or may be granted in the
future.
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Article 16
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(Governing Law and
Jurisdiction)
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This Agreement shall be governed by
and construed in accordance with the laws of Japan. The Tokyo
District Court shall have the exclusive jurisdiction for settling
any and all disputes that arises under or in connection with this
Agreement.
IN WITNESS WHEREOF, this Agreement
and the grant of the Options provided for herein shall be effective
as of the date that two (2) originals of this Agreement have been
prepared and executed by seal impressions or signatures by the
Corporation and the Qualified Person, each party retaining one (1)
original.
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SONY
CORPORATION
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7-35,
Kitashinagawa 6-chome, Shinagawa-ku, Tokyo
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By:
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/s/ Nobuyuki
Idei
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Nobuyuki
Idei
Chairman and Group Chief Executive Officer,
Representative Corporate Executive Officer
Date: March 31, 2005
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QUALIFIED
PERSON
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By:
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_______________________________________________
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Name:
Address:
Date: March 31, 2005
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Exhibit 1
TERMS AND CONDITIONS OF THE NINTH
SERIES OF
STOCK ACQUISITION
RIGHTS
FOR SHARES OF COMMON STOCK OF
SONY CORPORATION
These terms and conditions of the
stock acquisition rights shall apply to the Ninth Series of Stock
Acquisition Rights for Shares of Common Stock (hereinafter referred
to as the “Options”) of Sony Corporation (hereinafter
referred to as the “Corporation”) issued on March 31,
2005 by the Corporation in accordance with the special resolution
adopted at the 87th Ordinary General Meeting of Shareholders held
on June 22, 2004 and the resolution adopted at the meeting of the
Board of Directors held on March 30, 2005:
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1.
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Aggregate Number of
Options
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10,094
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2.
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Class and Number of Shares to be
Issued or Transferred upon Exercise of Each Option
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100 shares of common stock of the
Corporation (hereinafter referred to as “Common
Stock”)
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3.
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Adjustment of Number of Shares to be Issued or
Transferred upon Exercise of Each Option
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(1)
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In the case that the Corporation splits or
consolidates Common Stock, the number of shares to be issued or
transferred upon exercise of each Option (hereinafter referred to
as the “Number of Granted Shares per Option”) shall be
adjusted in accordance with the following formula:
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Number of Granted Shares per Option after
adjustment
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=
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Number of Granted Shares per Option before
adjustment
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X
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Ratio of split or consolidation
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(2)
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An adjustment to the Number of Granted Shares
per Option under the immediately preceding item shall be made only
with respect to the Number of Granted Shares per Option for the
Options which have not been exercised at the time of the
adjustment. Any fraction less than one (1) share resulting from the
adjustment shall be disregarded
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(3)
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The effective date of the Number of Granted
Shares per Option after adjustment shall be the same day as the
date on which the Exercise Price after adjustment becomes effective
as provided for in item (2) of Condition 7 with regard to the
adjustment of the Exercise Price pursuant to Condition 7 for the
same reason as the adjustment of the Number of Granted Shares per
Option.
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(4)
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When the Number of Granted Shares per Option is
adjusted, the Corporation shall give notice of necessary matters to
each holder of the Options registered in the register of Options,
no later than the day immediately preceding the effective date of
the Number of Granted Shares per Option after adjustment; provided,
however, that if the Corporation is unable to give such notice no
later than the day immediately preceding such effective date, the
Corporation shall promptly give such notice on or after such
effective date.
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4.
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Issue Price of Options
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The Options are issued without the
payment to the Corporation of any consideration.
March 31, 2005
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6.
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Exercise Price of Options
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The amount to be paid in per share
to be issued or transferred upon exercise of the Options (the
“Exercise Price”) is initially US$40.34.
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7.
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Adjustment of Exercise
Price
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(1)
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In the case that the Corporation splits or
consolidates Common Stock after the issue date of the Options, the
Exercise Price shall be adjusted in accordance with the following
formula, and any fraction less than one (1) cent resulting from the
adjustment shall be rounded up to the nearest one (1)
cent:
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Exercise Price
after adjustment
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=
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Exercise Price before
adjustment
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X
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1
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Ratio of split or consolidation
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(2)
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In the case that the Exercise Price is adjusted
pursuant to the immediately preceding item, the effective date
of
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