Exhibit 1
TERMS AND CONDITIONS OF THE NINETEENTH 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 Nineteenth 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 December 9, 2009 by the Corporation in accordance with the special resolution adopted at the 92nd Ordinary General Meeting of Shareholders held on June 19, 2009 and the resolution of the Board of Directors adopted on November 20, 2009:
| 1. | Aggregate Number of Options |
15,283
| 2. | Class and Number of Shares to be Issued or Transferred upon Exercise of Options |
The class of shares to be issued or transferred upon exercise of the Options shall be shares of common stock, and the number of shares to be issued or transferred upon exercise of each Option (hereinafter referred to as the “Number of Granted Shares”) shall be 100 shares.
The aggregate number of shares to be issued or transferred upon exercise of the Options shall be 1,528,300 shares of common stock of the Corporation (hereinafter referred to as the “Common Stock”). However, in the event that the Number of Granted Shares is adjusted pursuant to Condition 3 below, the aggregate number of shares to be issued or transferred upon exercise of the Options shall be adjusted to the number obtained by multiplying the Number of Granted Shares after adjustment by the aggregate number of the Options as prescribed in Condition 1 above.
| 3. | Adjustment of Number of Granted Shares |
| | (1) | In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock, the Number of Granted Shares shall be adjusted in accordance with the following formula: |
| Number of Granted Shares after adjustment | = | Number of Granted Shares before adjustment | x | Ratio of split or consolidation |
| | (2) | An adjustment to the Number of Granted Shares under the immediately preceding item shall be made only with respect to the Number of Granted Shares 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. |
| | (3) | The effective date of the Number of Granted Shares 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. |
| | (4) | When the Number of Granted Shares 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 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. |
| 4. | Payment in exchange for Options |
The Options are issued without payment of any consideration to the Corporation.
| 5. | Allotment Date of Options |
December 9, 2009 (hereinafter referred to as the “Allotment Date”)
| 6. | Amount of Assets to be Contributed upon Exercise of Options |
The amount of assets to be contributed upon exercise of the Options shall be the amount obtained by multiplying the amount to be paid per share to be issued or transferred upon exercise of the Options (hereinafter referred to as the “Exercise Price”) by the Number of Granted Shares. The Exercise Price is initially as set forth in Exhibit 2 attached to the Agreement concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the Fiscal Year 2009 dated December 8, 2009.
| 7. | Adjustment of Exercise Price |
| | (1) | In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock after the Allotment 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: |
| Exercise Price after adjustment | = | Exercise Price before adjustment | x | 1 |
| Ratio of split or consolidation |
| | (2) | In the case that the Exercise Price is adjusted pursuant to the immediately preceding item, the effective date of the Exercise Price after adjustment shall be as set forth below: |
The Exercise Price after adjustment shall become effective, in the case of a stock split, on and after the day immediately following the record date for such stock split, and in the case of a stock consolidation, on and after the effective date thereof.
| | (3) | In addition to the cases in item (1) of this Condition where the Exercise Price is required to be adjusted, the Exercise Price shall be adjusted in a manner deemed to be appropriate by the Corporation in the following cases. |
| | (i) | When the Exercise Price is required to be adjusted due to a merger, corporate split (split by new incorporation or by absorption) or reduction of the amount of capital of the Corporation. |
| | (ii) | In addition to item (i) above, when the Exercise Price is required to be adjusted due to the occurrence of an event that cause or may cause a change in the total number of the issued Common Stock. |
| | (4) | When the Exercise Price 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 Exercise Price 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. |
| 8. | Period during which Options May be Exercised |
From and including December 9, 2010, up to and including December 8, 2019. If the last day of such period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period.
| 9. | Conditions for Exercise of Options |
| | (1) | No Option may be exercised in part. |
| | (2) | In the event of a resolution being passed at a general meeting of shareholders of the Corporation for an agreement for any consolidation, amalgamation or merger (other than a consolidation, |
| | amalgamation or merger in which the Corporation is the continuing corporation), or in the event of a resolution being passed at a general meeting of shareholders of the Corporation (or, where a resolution of a general meeting of shareholders is not necessary, at a meeting of the Board of Directors of the Corporation) for any agreement for share exchange (kabushiki-kokan) or any plan for share transfer (kabushiki-iten) pursuant to which the Corporation is to become a wholly-owned subsidiary of another corporation, the Options may not be exercised on and after the effective date of such consolidation, amalgamation or merger, such share exchange (kabushiki-kokan), or such share transfer (kabushiki-iten). |
| 10. | Restrictions under the U.S. Securities Act and Other Matters |
The Corporation shall not be obligated to effect the registration pursuant to the U.S. Securities Act of 1933, as amended, of any Common Stock to be issued or transferred upon exercise of the Options or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, the Corporation shall not be obligated to issue or cause to be issued or delivered any Common Stock pursuant to these terms and conditions unless and until the Corporation is advised by its legal counsel that the issuance and delivery of such Common Stock is in compliance with all applicable laws, regulations of governmental authorities and the requirements of any securities exchange on which the Common Stock is traded. The Corporation may require, as a condition to the issuance and transfer of the Common St ock pursuant to these terms and conditions, that the recipient of such Common Stock make such covenants, agreements and representations, and that records and any other documentation of such Common Stock bear such legends, as the Corporation deems necessary or desirable.
The exercise of any Option granted hereunder shall only become effective at such time as counsel to the Corporation shall have determined that the issuance and transfer of the Common Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authorities and the requirements of any securities exchange on which the Common Stock is traded. The Corporation may, in its sole discretion, defer the effectiveness of the exercise of an Option granted hereunder to allow the issuance and transfer of the Common Stock upon such exercise to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Corporation shall inform the holder of such Option in writing of the decision to defer the effectiveness of the exercise of such Option granted hereunder. During the period that the effectiveness of the exercise of an Option has been deferred, the holder of such Option may, by a written notice, withdraw such exercise and obtain the refund of any amounts paid in connection with such exercise.
| 11. | Mandatory Repurchase of Options |
Not applicable.
| 12. | Restrictions on Acquisition of Options through Transfer |
The Options cannot be acquired through transfer (other than any transfer of Options that are vested and exercisable upon the death of a holder of the Options to such holder’s estate or beneficiaries), unless such acquisition is expressly approved by the Board of Directors of the Corporation.
| 13. | Application for Exercise of Options and Manner of Payment |
| | (1) | In the case of exercise of the Options, the holder of the Options shall exercise the Options by submitting an exercise request together with the information required by the Corporation either electronically or telephonically through the process designated by the Corporation from time to time. |
| | (2) | With completion of the process for Exercise of the Options as provided in (1) above, the entire amount of the Exercise Price to be paid in upon exercise of the Options, including any applicable taxes and all other costs or fees associated with the exercise (hereinafter referred to as the “Amount of Payment”) shall be paid in cash to an account designated by the Corporation at the payment handling place provided for in Condition 15 at or before the date and time designated by the Corporation. The entitlement of a holder of the Options to the receipt of the Common Stock upon exercise of an Option is subject to the payment in full of any federal, state, local and foreign taxes of any kind required to be withheld with respect to the exercise of such Option, as well as the payment in full of any costs or fees (such as brokerage fees) associated with the exercise of such Option. |
| | (3) | Except as provided for in Condition 10, any holder of the Options who has completed the process as provided in (1) above, may not cancel such exercise thereafter. |
| 14. | Place where Applications for Exercise of Options are Made |
Sony Corporation of America, Human Resources, or its duly authorized designee
| 15. | Payment Handling Place on Exercise of Options |
Sumitomo Mitsui Banking Corporation, Head Office (or any successor bank of such bank from time to time and/or any successor office of such office)
| 16. | Effective Date and Time of Exercise of Options |
| | Except as provided for in Condition 10, the exercise of the Options shall become effective when the holder of the Options has duly completed the process set forth in items (1) and (2) of Condition 13 and the Corporation or its designee has accepted the exercise. |
| 17. | Matters concerning Amount of Capital and Additional Paid-in Capital Increased by Issuance of Shares upon Exercise of Options |
| | (1) | The amount of capital increased by the issue of the shares upon exercise of the Options shall be the amount obtained by multiplying the maximum limit of capital increase, as calculated in accordance with the provisions of Paragraph 1, Article 17 of the Company Accounting Ordinance, by 0.5, and any fraction less than one (1) yen arising as a result of such calculation shall be rounded up to the nearest one (1) yen. |
| | (2) | The amount of additional paid-in capital increased by the issue of the shares upon exercise of the Options shall be the amount obtained by deducting the capital to be increased, as provided in (1) above, from the maximum limit of capital increase, as also provided in (1) above. |
| 18. | Handling of Matters Relating to Abolition of Unit Share System |
In the case that the Corporation abolishes the unit share system after the Allotment Date of the Options, the Corporation may take necessary measures for handling the related matters thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the Companies Act of Japan and consistent with these terms and conditions.
| 19. | Handling of Matters Relating to Amendments to Companies Act, and other Laws and Regulations |
In the case that provisions of the Companies Act of Japan and/or other Japanese laws and regulations relating to the shares or the stock acquisition rights are amended after the Allotment Date of the Options, the Corporation may take necessary measures for handling the matters relating thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the Companies Act of Japan and/or other Japanese laws and regulations then in effect and consistent with these terms and conditions.
Exhibit 2
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$ 29.56.
Provided, however, that if the U.S. dollar amount obtained by dividing the closing price of shares of common stock of the Corporation in the regular trading thereof on the Tokyo Stock Exchange (hereinafter referred to as the “Closing Price”) on the Allotment Date (as defined in Article 3 of the Agreement concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the Fiscal Year 2009 dated December 8, 2009) (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading day) by the average of the exchange rate quotations by a leading commercial bank in Tokyo for selling spot U.S. dollars by telegraphic transfer against yen for ten (10) consecutive trading days (excluding days on which there is no Closing Price) imme diately prior to the Allotment Date (hereinafter referred to as the “Reference Exchange Rate”) (any fraction less than one (1) cent arising as a result of such calculation shall be rounded up to the nearest one (1) cent) is higher than US$ 29.56, then the amount equal to the U.S. dollar amount obtained by dividing the Closing Price on the Allotment Date by the Reference Exchange Rate (any fraction less than one (1) cent arising as a result of such calculation shall be rounded up to the nearest one (1) cent) shall be the initial Exercise Price. In this case, the Corporation shall notify such initial Exercise Price to the Qualified Person by sending a notice (hereinafter referred to as the “Notice”) on or about December 9, 2009. The provisions with respect to the initial Exercise Price in the Notice shall automatically supersede the provisions in this Exhibit 2.
Exhibit 3 (for other than US)
Set forth below are the provisions concerning the restrictions of vesting and exercise of the Options provided for in Paragraph 1 of Article 2 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the Fiscal Year 2009 (hereinafter referred to as the “Agreement”). Unless otherwise provided for, the terms used in this Exhibit 3 shall have the same meaning as used in the Agreement.
1. (Period during which the Options may be exercised)
Notwithstanding Item (4) of Article 3 of the Agreement, from and including December 9, 2010 to and including December 8, 2019 (if the last day of such period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period, subject to the restriction of exercise provided for in Item 2(1) below.).
| 2. | (Restrictions on and Conditions for Exercise of the Options and Prohibition of Disposition) |
| (1) | Notwithstanding Item 1 above, and the Options shall vest and become exercisable in three approximately equal annual installments beginning on the first anniversary of the date of the grant. |
| (2) | In case that the Qualified Person forfeits either status as a director, corporate executive officer or employee of the Corporation or of the Sony Group Companies by falling under any of the following items, the exercise of the Options shall be subject to the restrictions provided for in such following item; provided, however, that in no case may any Options be exercised after the period provided for in Item 1 above. |
| (i) | If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant to the rules of employment of the Corporation or of the Sony Group Companies or removed from office: |
The Qualified Person may not exercise the Options on and after the day on which he/she forfeits the status as a director, corporate executive officer or employee of the Corporation or of the Sony Group Companies (hereinafter referred to as the “Status Forfeit Date”);
| (ii) | If the Qualified Person ceases to be a director, corporate executive officer or employee of the Corporation or of the Sony Group Companies due to his/her death: |
Subject to the provision of Article 7 of the Agreement, the heir of the Qualified Person may exercise the Options which are exercisable pursuant to Item (1) of this Article as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Options”) until and including the day one (1) year after the Status Forfeit Date elapses, but may not exercise the Options which are not exercisable pursuant to Paragraph 1 of this Article as of the Status Forfeit Date (hereinafter referred to as the “Unexercisable Options”) on and after the Status Forfeit Date; provided, however, that if the Corporation allows the heir of the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Peri od, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the heir of the Qualified Person may exercise the Unexercisable Options until and including the day one (1) year after the Status Forfeit Date elapses subject to the provision of Article 7 of the Agreement; and
| (iii) | If the Qualified Person forfeits the status as a director, corporate executive officer or employee of the Corporation or of the Sony Group Companies due to any other events: |
The Qualified Person may exercise the Exercisable Options until and including the day one (1) year after the Status Forfeit Date elapses, but may not exercise the Unexercisable Options on and after the Status Forfeit Date; provided, however, that if the Corporation allows the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise the Unexercisable Options until and including the day one (1) year after the Status Forfeit Date elapses.
| (3) | The Qualified Person may not exercise the Options in any of the following cases: |
| (i) | If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies as such competitor’s officer, employee or consultant, and any of the designated Representative Corporate Executive Officer(s) of the Corporation determines not to permit the exercise by such Qualified Person of the Options allocated to such Qualified Person. |
| (ii) | If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty against the Corporation or the Sony Group Companies. |
| (iii) | If the Qualified Person violates any provision of the Agreement. |
| (4) | The Qualified Person may not be authorized to transfer, pledge or otherwise dispose of all or part of the Options. |
Exhibit 4
The Qualified Person confirms the following matters pursuant to Article 13 of the Allocation Agreement.
1. (Employment Contract)
I understand that nothing in the Sony Corporation Stock Acquisition Rights Plan (the “Plan”) terms form part of my employment contract, unless my employment contract expressly states otherwise. Participation in the Plan does not create any right to continued employment.
I understand that neither the participation in the Plan nor the grant of an Option creates any rights to participate in the Plan or to be granted any stock acquisition right, Option or award in the future. The Plan may cease to be operated in the future although any existing Options granted under the Plan will continue in accordance with the Allocation Agreement, Exhibits, and the Terms and Conditions.
I understand that I have no claim or right of action in respect of any decision, omission or discretion which may operate to my disadvantage even if it is unreasonable, irrational or might otherwise be regarded as being in breach of any duty, except as set out in the relevant Plan documentation.
I understand I have no right to compensation for any loss in relation to the Plan, including any loss in relation to:
| · | a reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); |
| · | any exercise of a discretion or a decision taken in relation to an award or to the Plan, or any failure to exercise a discretion or take a decision; and |
| · | the operation, suspension, termination or amendment of the Plan. |
I understand that as the grant by the Corporation is entirely discretionary, the benefits and rights acquired under the Plan do not constitute “base salary” or other regular employment earnings and that nothing in the rules or operation of the Plan forms part of my contract of employment or employment relationship, which rights are separate from and not affected by, the Plan. I understand and agree that under no circumstances will the benefits derived from the Plan be included as part of my employment earnings for purposes of calculating
any of the Corporation’s and/or the Sony group companies’ (including my employer) obligations to me for bonus, retirement, severance, or any other such payments.
2. (Data Protection)
I consent to the collection, use and disclosure by the Corporation and/or companies in the Sony group (including my employer) of any personal information or data necessary for the administration of the Plan.
Subject to legislative requirements, the information may be retained after my Options are exercised or cancelled. I understand that I can contact the Secretariat of the Stock Option Plan, Employee Relations, Corporate Human Resources, Sony Corporation or the Human Resources Department of Sony Corporation of America (in accordance with the contact information provided to me under separate cover), if I have any queries in respect of this statement.
I understand that the information provided to the Corporation, the companies in the Sony group (including my employer), and/or to their duly authorized third party designee(s) retained for the purpose of assisting the Corporation or the Sony group companies with administration of the Options and provided in relation to the Plan will be used in relation to the administration of my Options under the Plan.
The Corporation and/or any of the companies in the Sony group (including my employer) may give information to others (including people acting as agents of the Corporation and/or any of the companies in the Sony group) in connection with the administration of the Plan on the understanding that they will keep the information secure.
In order to process the information the Corporation and/or companies in the Sony group (including my employer) may transfer the information to other countries that may have a different level of statutory protection for my information than in my home country.
I understand that I have a right to access certain information that the Plan holds about me and in order to exercise this right, I can contact the Secretariat of the Stock Option Plan, Employee Relations, Corporate Human Resources, Sony Corporation or the Human Resources Department of Sony Corporation of America (in accordance with the contact information provided to me under separate cover).
2
3. (Payment of Tax, Social Security or Other Amounts)
I authorize the Corporation and companies in the Sony group (including my employer) to withhold any amounts or make such arrangements as they consider necessary to meet any liability due to taxation, social security or other amounts in respect of my participation in the Plan. These arrangements may include the sale or reduction in number of any shares of the Corporation (hereinafter referred to as the “Shares”) unless I, as the participant in the Plan, discharge the liability myself.
4. (Tax Filings)
By signing the Allocation Agreement, I agree to:
| | (1) | make all neccessary personal tax filings in the territory where I am tax resident in relation to this Plan; |
| | (2) | make any required foreign exchange filings or notifications in relation to my holding of rights under the Plan in the territory where I am foreign exchange resident; and |
| | (3) | comply with any requirements to notify my employer of my interests in rights relating to the Shares (whether these requirements are based on the internal rules of the Corporation, the Sony group, my employer or applicable law). |
5. (Pensions)
I understand and agree that this grant of Options to me will not affect my pension rights in any way. No additional contributions will be made by the Corporation or by any other member of the Sony group (including my employer) as a result of my participation in this Plan. Any pension I may receive will not be increased by my participation in this Plan.
6. (Tax Treatment)
I understand and agree that neither the Corporation nor any member of the Sony group (including my employer) has arranged for any special tax treatment to apply to these Options. The Options are not tax qualified in any jurisdiction.
[European Union (excluding Austria):
The qualified person is being offered participation in the Plan in order to provide an additional incentive and to encourage employee Share ownership and so increase interest of the qualified person in the success of the Corporation. Further information about the Corporation can be obtained from www.sony.com. The number of Shares being offered under the Plan will not
3
exceed 1,528,300. The obligation to publish a prospectus under the EU Prospectus Directive does not apply to the offer of the Plan because of Article 4(1)(e) of that directive.]
[Austria:
Shares are offered to the qualified person by the Corporation, a Japanese corporation with its principal place of business at 7-1, Konan 1-chome, Minato-ku, Tokyo, Japan, in accordance with the terms of the Plan. More information about the Corporation is available on www.sony.com. The qualified person is being offered shares under the Plan in order to provide an additional incentive and to encourage employee share ownership and so increase interest of the qualified person in the Corporation’s success. The number of the Shares being offered under the Plan will not exceed 1,528,300.
This document was compiled in accordance with s3 ss1 no12 of the Austrian Capital Market Act (KMG) and the corresponding Regulation of the Financial Market Authority (Finanzmarktaufsicht – FMA) on the mandatory requirements as to the content of a document replacing a prospectus, as published in the Austrian Federal Gazette BGBl II No. 236/2005. This document replaces a prospectus in accordance with the Austrian Capital Market Act.]
[Argentina:
This is a private offer. It is not subject to the supervision of the Argentine Securities Exchange Commission (Comision Nacional de Valores (CNV)) or any other governmental authority in Argentina.]
[Denmark:
| 1 | Tildelingstidspunkt for aktieoptioner i Sony Corporation (”Optionerne”) | | 1 | The time of the grant of the stock acquisition rights of Sony Corporation (the “Options”) |
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| Aftale Vedrørende Tildeling af Aktieoptioner i Sony Corporation for Regnskabsåret 2009 (”Tildelingsaftalen”) er indgået mellem Sony Corporation og modtageren (den ”Kvalificerede Person”) pr. 8. december 2009. Datoen for tildelingen af Optionerne er den 9. december 2009. | | The Agreement Concerning Allocation of the Stock Acquisition rights of Sony Corporation for the Fiscal Year 2009 (the “Allocation Agreement”) is entered into between Sony Corporation and the grantee (the “Qualified Person”) as of December 8, 2009. The date of the grant of the Options is December 9, 2009. |
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| 2 | Kriterier eller betingelser for tildelingen | | 2 | The criteria or conditions for the grant |
| Optioner tildeles direktionsmedlemmer og medarbejdere udvalgt af Sony Corporation (”Selskabet”), som underskriver Tildelingsaftalen af 8. december 2009. | | Options are granted to officers and employees selected by Sony Corporation (the “Corporation”) who sign the Allocation Agreement as of December 8, 2009. |
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| 3 | Udnyttelsestidspunktet eller udnyttelsesperioden eller information om hvorledes udnyttelsestidspunkt fastsættes | | 3 | The exercise time or exercise period or information on how the exercise time is determined |
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Optionerne modnes og kan udnyttes i tre omtrent lige store årlige rater, fra og med årsdagen for tildelingen. | | The Options shall vest and become exercisable in three approximately equal annual instalments beginning on the first anniversary of the date of the grant. |
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| 4 | Tegningskursen eller information om hvorledes tegningskursen fastsættes | | 4 | The subscription price or information on how the subscription price is fixed |
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Beløbet som erlægges pr. aktie udstedt eller overdraget når Optionerne udnyttes (herefter ”Udnyttelseskursen”) er som udgangspunkt US$ 29.56 | | 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$ 29.56. |
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| Det forudsættes dog, at såfremt det US-dollar beløb, der opnås ved at dele slutkursen for stamaktier i Sony Corporation i den regulære handel hermed på Tokyo Stock Exchange (herefter ”Slutkursen”) den 9. december 2009 (”Tildelingsdatoen”) (såfremt der ikke er nogen Slutkurs denne dato, vil Slutkursen på den umiddelbart forudgående handelsdag være gældende) med den gennemsnitlige kursnotering hos en ledende erhvervsbank i Tokyo, som sælger spot US-dollar ved telegrafisk overførsel af yen i ti (1o) på hinanden følgende handelsdage (eksklusiv dage hvor der ikke er nogen Slutkurs) umiddelbart forud for Tildelingsdatoen (herefter ”Referencekursen”) (eventuelle decimaler efter en sådan beregning mindre end en (1) cent skal rundes op til nærmeste hele cent) er højere end US $ 29.56, så skal beløbet svarende til US-dollar beløbet beregnet ved at dele Slutkursen på Tildelingsdatoen med Referencekursen (eventuelle decimaler efter en sådan beregning mindre end en (1) cent skal rundes op til nærmeste hele cent) skal udgøre den første Udnyttelseskurs. I så fald skal Selskabet oplyse en sådan første Udnyttelseskurs til den Kvalificerede Person ved fremsendelse af meddelelse herom (herefter ”Meddelelsen”) på eller omkring den 9. december 2009. | | Provided, however, that if the U.S. dollar amount obtained by dividing the closing price of shares of common stock of Sony Corporation in the regular trading thereof on the Tokyo Stock Exchange (hereinafter referred to as the “Closing Price”) on December 9, 2009 (the “Allotment Date”) (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading day) by the average of the exchange rate quotations by a leading commercial bank in Tokyo for selling spot U.S. dollars by telegraphic transfer against yen for ten (10) consecutive trading days (excluding days on which there is no Closing Price) immediately prior to the Allotment Date (hereinafter referred to as the “Reference Exchange Rate”) (any fraction less than one (1) cent arising as a result of such calculation shall be rounded up to the nearest one (1) cent) is higher t han US$ 29.56, then the amount equal to the U.S. dollar amount obtained by dividing the Closing Price on the Allotment Date by the Reference Exchange Rate (any fraction less than one (1) cent arising as a result of such calculation shall be rounded up to the nearest one (1) cent) shall be the initial Exercise Price. In this case, the Corporation shall notify such initial Exercise Price to the Qualified Person by sending a notice (hereinafter referred to as the “Notice”) on or about December 9, 2009. |
| 5 | Medarbejderens rettigheder ved ansættelsesforholdets ophør | | 5 | The employee’s rights in connection with the termination of employment |
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| (1) I tilfælde af at den Kvalificerede Person mister sin position som bestyrelsesmedlem, direktionsmedlem eller medarbejder i Selskabet eller i Sony-koncernen på grund af en af følgende årsager, skal udnyttelsen af Optionerne være underlagt de begrænsninger, der er beskrevet nedenfor; dog forudsat at Optionerne under ingen omstændigheder kan udnyttes efter perioden angivet under punkt 3 ovenfor. | | (1) In case that the Qualified Person forfeits either status as a director, corporate executive officer or employee of the Corporation or of the Sony Group Companies by falling under any of the following items, the exercise of the Options shall be subject to the restrictions provided for in such following item; provided, however, that in no case may any Options be exercised after the period provided for in Item 3 above. |
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| (i) Såfremt den Kvalificerede Person bortvises eller opsiges i henhold til Selskabets eller Sony Koncernens ansættelsesregler eller fjernes fra embedet: | | (i) If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant to the rules of employment of the Corporation or of the Sony Group Companies or removed from office: |
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| Den Kvalificerede Person kan ikke udnytte Optionerne på eller efter datoen på hvilken han/hun mister sin position som bestyrelsesmedlem, direktionsmedlem eller medarbejder i Selskabet eller Sony Koncernen (herefter “Fortabelsesdatoen”); | | The Qualified Person may not exercise the Options on and after the day on which he/she forfeits the status as a director, corporate executive officer or employee of the Corporation or of the Sony Group Companies (hereinafter referred to as the “Status Forfeit Date”); |
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| (ii) Såfremt den Kvalificerede Person ophører med at være bestyrelsesmedlem, direktionsmedlem eller medarbejder i Selskabet eller i Sony Koncernen på grund af den Kvalificerede Persons død: | | (ii) If the Qualified Person ceases to be a director, corporate executive officer or employee of the Corporation or of the Sony Group Companies due to his/her death: |
| I henhold til bestemmelse 7 i Tildelingsaftalen kan arvingerne til den Kvalificerede Person udnytte Optionerne, som kan udnyttes i henhold til punkt (1) i denne bestemmelse pr. Fortabelsesdatoen (herefter de “Modnede Optioner”) indtil og inklusive dagen et (1) år efter Fortabelsesdatoen, men kan dog ikke udnytte Optionerne, som ikke er modnede i henhold til afsnit 1 i denne bestemmelse pr. Fortabelsesdatoen (herefter de ”Ikke Modnede Optioner”), på og efter Fortabelsesdagen dog forudsat at såfremt Selskabet tillader arvingerne til den Kvalificerede Person at udnytte de Ikke Modnede Optioner, modner alle de Ikke Modnede Optioner på Fortabelsesdatoen (eller på Startdatoen for Udnyttelsesperioden, såfremt Fortabelsesdatoen falder på en dato før Startdatoen for Udnyttelsesperioden), og den Kvalificerede Person kan udnytte de Ikke M odnede Optioner til og med dagen et (1) år efter Fortabelsesdagen i henhold til bestemmelserne i bestemmelse 7 i Tildelingsaftalen; og | | Subject to the provision of Article 7 of the Allocation Agreement, the heir of the Qualified Person may exercise the Options which are exercisable pursuant to Item (1) of this Article as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Options”) until and including the day one (1) year after the Status Forfeit Date elapses, but may not exercise the Options which are not exercisable pursuant to Paragraph 1 of this Article as of the Status Forfeit Date (hereinafter referred to as the “Unexercisable Options”) on and after the Status Forfeit Date; provided, however, that if the Corporation allows the heir of the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before t he Commencement Date of Exercisable Period) and the heir of the Qualified Person may exercise the Unexercisable Options until and including the day one (1) year after the Status Forfeit Date elapses subject to the provision of Article 7 of the Allocation Agreement; and |
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| (iii) Såfremt den Kvalificerede Person mister sin position som bestyrelsesmedlem, direktionsmedlem eller medarbejder i Selskabet eller i Sony Koncernen på grund af andre for-hold: | | (iii) If the Qualified Person forfeits the status as a director, corporate executive officer or employee of the Corporation or of the Sony Group Companies due to any other events: |
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| Den Kvalificerede Person kan udnytte de Modnede Optioner indtil og inklusive dagen et (1) år efter Fortabelsesdatoen, men kan dog ikke udnytte de Ikke Modnede Optioner på og efter Fortabelsesdagen dog forudsat at såfremt Selskabet tillader den Kvalificerede Person at udnytte de Ikke Modnede Optioner, modner alle de Ikke Modnede Optioner på Fortabelsesdatoen (eller på Startdatoen for Udnyttelsesperioden, såfremt Fortabelsesdatoen falder på en dato før Startdatoen for Udnyttelsesperioden), og arvingerne til den Kvalificerede Person kan udnytte de Ikke Modnede Optioner til og med dagen et (1) år efter Fortabelsesdagen. | | The Qualified Person may exercise the Exercisable Options until and including the day one (1) year after the Status Forfeit Date elapses, but may not exercise the Unexercisable Options on and after the Status Forfeit Date; provided, however, that if the Corporation allows the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise the Unexercisable Options until and including the day one (1) year after the Status Forfeit Date elapses. |
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| (2) Den Kvalificerede Person kan ikke udnytte Optionerne i følgende tilfælde: | | (2) The Qualified Person cannot exercise the Options in any of the following cases: |
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| (i) Såfremt den Kvalificerede Person arbejder for en konkurrent til Selskabet eller Sony Koncernen som denne konkurrents direktionsmedlem, medarbejder eller konsulent, og en af de udvalgte Repræsentanter for Ledelsen i Selskabet vælger ikke at tillade en sådan Kvalificeret Persons udnyttelse af Optionerne tildelt til denne Kvalificerede Person. | | (i) If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies as such competitor’s officer, employee or consultant, and any of the designated Representative Corporate Executive Officer(s) of the Corporation determines not to permit the exercise by such Qualified Person of the Options allocated to such Qualified Person. |
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| (ii) Såfremt den Kvalificerede Person af Selskabet anses for at have udøvet illoyale handlinger mod Selskabet eller Sony Koncernen. | | (ii) If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty against the Corporation or the Sony Group Companies. |
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| (iii) Såfremt den Kvalificerede Person misligholder bestemmelserne i denne Aftale. | | (iii) If the Qualified Person violates any provision of the Agreement. |
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| 6 | Økonomiske aspekter af deltagelse i aktieoptionsprogrammet | | 6 | The financial aspects of participating in the stock option program |
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| Aktieoptioner er risikobetonede værdipapirer, der er afhængige af aktiemarkedet. Som følge heraf er der ingen garanti for, at udnyttelsen af aktieoptioner udløser en fortjeneste. Tildelingen af aktieoptioner har ingen økonomiske konsekvenser for den Kvalificerede Person.] | | Stock options are risky securities that are influenced by the share market. Consequently, there is no guarantee that the exercise of the stock options will trigger a profit. The grant of stock options has no financial consequences for the Qualified Person. |
[Turkey:
This document is for information purposes only and no information herein is provided for the purpose of offering, marketing and sale by any means of any capital market instruments in the Republic of Turkiye. Therefore, this document may not be considered as an offer made or to be made to Turkish residents. The Plan has not been and will not be registered with the Turkish Capital Markets Board and accordingly the Shares acquired may not be offered or sold within the Republic of Turkiye under prevailing capital markets regulations. There is, however, no restriction on the purchase or sale of the Shares by residents of the Republic of Turkiye,
provided that: they purchase or sell such Shares in the financial markets outside of the Republic of Turkiye; and such sale and purchase is made through banks, and/or licensed brokerage institutions in the Republic of Turkiye.]
[Australia:
The qualified person confirms that the qualified person acknowledges and understands the following matters.
| 1. | The Exercise Price will be calculated in future on the Allotment Date in accordance with Exhibit 2 of the Agreement. By way of example only, if the Allotment Date was the date of the offer of the Options under the Agreement (being December 8, 2009), the Exercise Price would be US$ 29.56, of which the Australian dollar equivalent is A$ 32.36 (calculated at the rate of A$ 1 = US$ 0.9135, the rate of exchange at December 8, 2009). |
| 2. | The Corporation undertakes that upon request, the information about the current market price of the shares of the Corporation throughout the offer period (including information about the Australian dollar equivalent of that price and of the Exercise Price) will be provided to the Qualified Person within a reasonable time of such request being made to Sony Computer Entertainment Australia Pty Limited (Level 1, 63-73 Ann Street, Surry Hills, NSW 2010 Australia, Tel: +61-2-9324-9521, Fax: +61-2-9324-9558). |
| 3. | Any advice given by the Corporation in connection with the Options is general advice only. Nothing in the documentation is to be taken to constitute a recommendation or statement of opinion that is intended to influence a person or persons in making a decision to acquire any Options and the Qualified Person should consider obtaining his/her own financial product and/or legal advice from an independent person. The documentation does not take into account the objectives, financial situation or needs of any particular person. Before acting on the information contained in the documentation, or making a decision to participate, the Qualified Person should seek professional advice as to whether participation is appropriate in light of his or her personal circumstances. |
| 4. | The Qualified person has no rights until the Exercise Price is determined on the Allotment Date in accordance with Exhibit 2 of the Agreement.] |
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