Agreement Concerning the Allocation of Stock Acquisition Rights – Sony

AGREEMENT CONCERNING ALLOCATION OF THE STOCK ACQUISITION RIGHTS OF SONY
CORPORATION FOR THE FISCAL YEAR 2011
SONY CORPORATION (hereinafter referred to as the “Corporation”) and
___________________ (hereinafter referred to as the “Qualified Person”) enter
into this Agreement as set forth in Exhibit 1 in connection with the allocation
of the stock acquisition rights (hereinafter referred to as the “Stock
Acquisition Rights”) to be issued by the Corporation pursuant to the provisions
of the terms and conditions of the Stock Acquisition Rights (hereinafter
referred to as the “Terms and Conditions”) set forth in Exhibit 2 attached
hereto and pursuant to the special resolution adopted at the 94th Ordinary
General Meeting of Shareholders held on June 28, 2011 and the resolution adopted
at the meeting of the Board of Directors held on November 1, 2011.
The number of Stock Acquisition Rights that the Qualified Person is to apply for
the subscription for in accordance with Article 3 of Exhibit 1 and that the
Corporation is to allocate to the Qualified Person shall be __________.
IN WITNESS WHEREOF, 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.
November 21, 2011 SONY CORPORATION 7-1, Konan 1-chome, Minato-ku, Tokyo

By: ________________________________________ Howard Stringer
Chairman, Chief Executive Officer and President, Representative Corporate
Executive Officer

QUALIFIED PERSON

By: ________________________________________ Name: Address:

Exhibit 1
The terms and conditions of the Agreement Concerning Allocation of the Stock
Acquisition Rights of Sony Corporation for the Fiscal Year 2011 (including
exhibits; hereinafter referred to as this “Agreement”) shall be as
follows. Unless otherwise provided for, the terms used in this Exhibit 1 shall
have the same meaning as the terms used in the main body of this Agreement.

Article 1

(Purpose)

The primary purpose of allocating the Stock Acquisition Rights to the
Qualified Person is to give the Qualified Person an incentive to contribute
towards the improvement of the Sony Group153s business performance and thereby
improve the business performance by making the economic interest, which the
Qualified Person will receive, correspond to the business performance of the
Corporation.

Article 2

(Restrictions under the Terms and Conditions and this Agreement)

The Stock Acquisition Rights shall be subject to the Terms and Conditions
and, further, exercise or disposition of the Stock Acquisition Rights shall be
subject to certain conditions and restrictions provided for in this Agreement.

Article 3

(Subscription for and Allocation of the Stock Acquisition Rights)

The Qualified Person hereby applies for subscription for the number of Stock
Acquisition Rights set forth in the main body of this Agreement, which such
Stock Acquisition Rights are to be issued in accordance with the Terms and
Conditions, and pursuant to this Agreement, the Corporation allocates such
number of the Stock Acquisition Rights to the Qualified Person in accordance
with the following terms on November 22, 2011 (hereinafter referred to as the
“Allotment Date”).

(1)

Class and number of shares to be issued or transferred upon exercise of each
Stock Acquisition Right:

100 shares of common stock of the Corporation In the event that the
Corporation conducts a stock split (including free distribution of shares
(musho-wariate)) or a consolidation of the shares of common stock of the
Corporation, the number of shares to be issued or transferred upon exercise of
each Stock Acquisition Right (hereinafter referred to as 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

Ratio of split or consolidation

Provided, however, that such adjustment shall be made only with respect to
the Number of Granted Shares for the Stock Acquisition Rights 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.

(2)

Payment in exchange for Stock Acquisition Rights:

The Stock Acquisition Rights are issued without payment of any consideration
to the Corporation.

(3)

Amount to be paid in per share to be issued or transferred upon exercise of
the Stock Acquisition Rights (hereinafter referred to as the “Exercise Price”)
is initially:

1,523 yen Provided, however, that if 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
(if there is no Closing Price on such date, the Closing Price on the immediately
preceding trading day) is higher than 1,523 yen, then the amount equal to the
Closing Price on the Allotment Date shall be the initial Exercise Price. In
this case, the Corporation shall notify such initial Exercise Price to the
Qualified Person. The Exercise Price may be adjusted pursuant to the provisions
of the Terms and Conditions.

(4)

Period during which the Stock Acquisition Rights may be exercised:

As provided for in Exhibit 3 of this Agreement

Article 4

(Corporation and its Shares)

(1)

Trade name of the Corporation:

SONY CORPORATION

(2)

Total number of shares authorized to be issued by the Corporation:

3,600,000,000 shares

(3)

Number of shares constituting one (1) unit of shares:

100 shares

(4)

Transfer Agent

Mitsubishi UFJ Trust and Banking Corporation 4-5, Marunouchi 1-chome,
Chiyoda-ku, Tokyo (Business office) Mitsubishi UFJ Trust and Banking
Corporation Corporate Agency Division 4-5, Marunouchi 1-chome, Chiyoda-ku,
Tokyo 2

(5)

Application of the Act on Transfer of Bonds, Shares, etc.

The provisions of the Act on Transfer of Bonds, Shares, etc. will apply to
shares of common stock of Sony Corporation to be issued or transferred upon
exercise of each Stock Acquisition Right.

Article 5

(Restrictions on and Conditions for Exercise of the Stock Acquisition Rights
and Prohibition of Disposition)

1. Notwithstanding Item (4) of Article 3 above, one-third of the
aggregate number of the Stock Acquisition Rights allocated to the Qualified
Person (any fraction less than one (1) Stock Acquisition Right shall be
disregarded) (hereinafter referred to as the “First Exercisable Portion”) is
exercisable as from and including the commencement date of the period provided
for in Item (4) of Article 3 (hereinafter referred to as the “Commencement Date
of Exercisable Period”), half of the number of the Stock Acquisition Rights
after deduction of the First Exercisable Portion from the aggregate number of
the Stock Acquisition Rights allocated to such Qualified Person (any fraction
less than one (1) Stock Acquisition Right shall be disregarded) (hereinafter
referred to as the “Second Exercisable Portion”) is exercisable as from and
including November 22, 2013 and the balance of the Stock Acquisition Rights
after deduction of the First Exercisable Portion and the Second Exercisable
Portion from the aggregate number of the Stock Acquisition Rights allocated to
such Qualified Person is exercisable as from and including November 22, 2014.
2. In case that the Qualified Person forfeits either status as a
director, corporate executive officer or employee of the Corporation or of group
companies of the Corporation (subsidiaries and affiliates of the Corporation as
defined in the “Ordinance for Terms, Forms and Preparation Methods of Financial
Statements, etc.” under the Japanese Financial Instruments and Exchange Act ,
hereinafter collectively referred to as the “Sony Group Companies”) by falling
under any of the following Items, the exercise of the Stock Acquisition Rights
shall be subject to the restrictions provided for in such following Item;
provided, however, that in no case may any Stock Acquisition Rights be exercised
after the period provided for in Item (4) of Article 3.

(1)

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 Stock Acquisition Rights 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”);

(2)

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, the heir of the Qualified Person may
exercise the Stock Acquisition Rights which are exercisable pursuant to
Paragraph 1 of this Article as of the Status Forfeit Date (hereinafter referred
to as the “Exercisable Stock Acquisition Rights”) until and including the last
day of the one (1) year period commencing on the date immediately following the
Status Forfeit Date (if the last day of this one (1) year period falls on a
holiday of the Corporation, the immediately preceding business day shall be the
last day of such period), but may not exercise the Stock Acquisition Rights
which are not exercisable pursuant to Paragraph 1 of this Article as of the
Status Forfeit Date (hereinafter referred to as the “Unexercisable Stock
Acquisition Rights”) on and after the Status Forfeit Date; provided, however,
that if the Corporation allows the heir of the Qualified Person to exercise the
Unexercisable Stock Acquisition Rights, all of the Unexercisable Stock
Acquisition Rights 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 heir of the
Qualified Person may exercise the Unexercisable Stock Acquisition Rights until
and including the last day of the one (1) year period commencing on the date
immediately following the Status Forfeit Date (if the last day of this one (1)
year period falls on a holiday of the Corporation, the immediately preceding
business day shall be the last day of such period) subject to the provision of
Article 7; and

(3)

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 Stock Acquisition Rights
until and including the last day of the one (1) year period commencing on the
date immediately following the Status Forfeit Date (if the last day of this one
(1) year period falls on a holiday of the Corporation, the immediately preceding
business day shall be the last day of such period), but may not exercise the
Unexercisable Stock Acquisition Rights on and after the Status Forfeit Date;
provided, however, that if the Corporation allows the Qualified Person to
exercise the Unexercisable Stock Acquisition Rights, all of the Unexercisable
Stock Acquisition Rights 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 Stock Acquisition Rights until and
including the last day of the one (1) year period commencing on the date
immediately following the Status Forfeit Date (if the last day of this one (1)
year period falls on a holiday of the Corporation, the immediately preceding
business day shall be the last day of such period). 3

3. The Qualified Person may not exercise the Stock Acquisition
Rights in any of the following cases:

(1)

If the Qualified Person works for a competitor of the Corporation or of the
Sony Group Companies as such competitor153s 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 Stock Acquisition Rights allocated to such Qualified Person.

(2)

If the Qualified Person is regarded by the Corporation to have performed any
act of disloyalty against the Corporation or the Sony Group Companies.

(3)

If the Qualified Person violates any provision of this Agreement.

4. The Qualified Person may not be authorized to transfer, pledge or
otherwise dispose of all or part of the Stock Acquisition Rights.
5. In no circumstances shall any Qualified Person request the
Corporation to purchase the Stock Acquisition Rights held by him/her.

Article 6

(Procedures for Exercising the Stock Acquisition Rights)

Procedures for exercising the Stock Acquisition Rights shall be provided for
in the Terms and Conditions and Exhibit 3 of this Agreement, 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 to the Qualified Person no later than the Commencement Date of
Exercisable Period.

Article 7

(Inheritance of the Stock Acquisition Rights)

1. In case that the Qualified Person dies, the heir of such
Qualified Person may, pursuant to this Article, other provisions of this
Agreement and conditions to be provided separately by the Corporation, succeed
to and exercise the outstanding Stock Acquisition Rights; provided, however,
that the heir of such Qualified Person may not exercise the Stock Acquisition
Rights if such Qualified Person has given a prior written notice to the
Corporation in the form prescribed by the Corporation to the effect that such
Qualified Person does not allow the heir to exercise the Stock Acquisition
Rights. In case that the Qualified Person dies after he/she forfeits the status
as a director, corporate executive officer or employee of the Corporation or of
the Sony Group Companies due to any events provided for in each Item of Article
5, Paragraph 2 (excluding Item (2)), the heir of such Qualified Person may
exercise the Stock Acquisition Rights during the period from and including such
Qualified Person153s Status Forfeit Date to and including the day on which the
exercisable period provided for in the said each Item elapses, to the extent
that such Qualified Person may exercise as provided for in the said each Item;
provided, however, that in no case any Stock Acquisition Rights may be exercised
after the period provided for in Item (4) of Article 3. 2. In case
that there are more than one (1) heir of the Qualified Person, the heirs must
designate one (1) heir to succeed to the Stock Acquisition Rights (hereinafter
referred to as the “Successor”). 3. In case that the Successor dies,
any heir of the Successor may not exercise the Stock Acquisition Rights.
4. Heirs of the Qualified Person must, in cooperation, file with or
submit to the Corporation the following matters and documents immediately after
the commencement of the inheritance:

(1)

Certified copy of family register, etc. (Those issued within three (3) months
or less are required);

(2)

Seal registration certificate of the heirs (Those issued within three (3)
months or less are required);

(3)

Legacy division agreement or any other similar document necessary to certify
the division of the legacy;

(4)

Document to verify the name and address of the Successor or in case that the
Successor resides outside Japan, his/her contact address in Japan; and

(5)

Any other matters or documents designated by the Corporation.

5. In case that no agreement in respect of the division of the
legacy is reached between or among the heirs of the Qualified Person, heirs of
the Qualified Person shall forthwith designate their representative and notify
the Corporation to such effect. In such case, the representative of the heirs
shall file with or submit to the Corporation the matters and documents mentioned
in the preceding Paragraph as soon as an agreement is reached.
6. Each provision, excluding this Article, of this Agreement shall be
applicable to the Successor to the extent of their meaning.

Article 8

(Taxes and Expenses)

The Qualified Person shall pay all taxes or other governmental charges, which
may be imposed in connection with the exercise of the Stock Acquisition Rights,
at such Qualified Person153s own expense and responsibility. This shall apply to
all costs and expenses that may arise in connection with the exercise of the
Stock Acquisition Rights.

Article 9

(Compliance with Financial Instruments and Exchange Act, Etc.)

1. The Qualified Person shall, in selling the shares of common stock
of the Corporation, which such Qualified Person has acquired upon exercise of
the Stock Acquisition Rights, comply with the Financial Instruments and Exchange
Act of Japan, any other applicable laws and regulations including but not
limited to applicable U.S. laws, and the Rules for Prevention of Insider Trading
established by the Corporation. 2. The Qualified Person shall, in
selling the shares of common stock of the Corporation, which such Qualified
Person has acquired upon exercise of the Stock Acquisition Rights, confirm in
advance with the Legal Division of the Corporation (or any other department of
the Corporation in charge of such matters at the time), whether or not such sale
will contravene Articles 166 and/or 167 (provisions relating to insider trading)
of the Financial Instruments and Exchange Act of Japan.

Article 10

(Treatment in Events of Corporate Transaction)

1. In the event of any corporate transaction excluding (a) a
consolidation, amalgamation or merger in which the Corporation is not the
continuing corporation, or (b) share exchange (kabushiki-kokan) or share
transfer (kabushiki-iten) pursuant to which the Corporation is to become a
wholly-owned subsidiary of another corporation involving the Corporation,
including a dissolution or liquidation of the Corporation, a sale of all or
substantially all of the Corporation153s assets, a 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 Stock
Acquisition Rights shall have the right during the term to exercise the Stock
Acquisition Rights and upon the exercise of the Stock Acquisition Rights 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 Stock Acquisition Rights could have been exercised immediately
prior to such transaction or (y) prevent from being exercised, effective
immediately upon the occurrence of such transaction, each Stock Acquisition
Right 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 by shareholder
approval at the shareholders153 meeting to effectuate one (1) or more of the
transactions or events described in the immediately preceding Paragraph, 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 Stock Acquisition Rights
(whether or not such Stock Acquisition Rights are then vested or exercisable),
immediately prior to, and subject to, the consummation of such transaction or
event. 5

Article 11

(Condition Subsequent)

This Agreement shall terminate, automatically, without any procedures being
taken, in the event that the Qualified Person is not in the position of
director, corporate executive officer, or employee of the Corporation or of the
Sony Group Companies on the Allotment Date.

Article 12

(Compliance with Foreign Laws and Regulations)

1. If it is necessary for the reason that the Qualified Person is
deemed a resident of any country other than Japan or for any other reason so
that, pursuant to any laws or regulations (including those of any country other
than Japan) applicable to such Qualified Person, such Qualified Person or the
Corporation shall be required to perform or comply with certain procedures for
allocating, holding or exercising the Stock Acquisition Rights thereunder, such
Qualified Person shall notify the Corporation in advance of the necessity to
perform or comply with such procedures and the contents thereof, and perform or
comply with such procedures that are required to be performed or complied with
by such Qualified Person himself or herself, and request the Corporation to
perform or comply with the procedures that are required to be performed or
complied with by the Corporation (hereinafter referred to as the “Corporation153s
Procedures”). In case that the request shall be made by the Qualified Person
for the Corporation to perform or comply with the Corporation153s Procedures, the
Corporation shall independently consider the necessity for the performance or
compliance, and, if the Corporation shall come to the conclusion that it is
necessary to do so, it shall perform or comply with the Corporation153s
Procedures. 2. The Qualified Person shall pay for all expenses, which
may arise in connection with the procedures provided for in the immediately
preceding Paragraph, and shall keep the Corporation fully indemnified against
all such costs, expenses and damages, which may arise or which the Corporation
may incur in connection with such procedures. 6

Article 13

(Amendment to this Agreement and Treatment of Matters Not Provided for in
this Agreement)

1. If it is found that this Agreement is not in compliance with the
Companies Act, the Financial Instruments and Exchange Act, the Income Tax Act,
the Corporation Tax Act or any other related laws or regulations of Japan, 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. 2. 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.

Article 14

(Manner of Notice)

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:

(1)

delivering (including mailing) a written notice to the address of the
Qualified Person set forth in the register of the Stock Acquisition Rights;

(2)

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

(3)

giving notice on the web site of the Corporation (including any Sony Group
Company).

Article 15

(Governing Law and Jurisdiction)

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 arise under or in connection with this
Agreement.

(English translation)
(22nd Series Overseas Participants (Excluding U.S.))
AGREEMENT CONCERNING ALLOCATION OF THE STOCK ACQUISITION RIGHTS OF SONY
CORPORATION FOR THE FISCAL YEAR 2011
SONY CORPORATION (hereinafter referred to as the “Corporation”) and
___________________ (hereinafter referred to as the “Qualified Person”) enter
into this Agreement as set forth in Exhibit 1 in connection with the allocation
of the stock acquisition rights (hereinafter referred to as the “Stock
Acquisition Rights”) to be issued by the Corporation pursuant to the provisions
of the terms and conditions of the Stock Acquisition Rights (hereinafter
referred to as the “Terms and Conditions”) set forth in Exhibit 2 attached
hereto and pursuant to the special resolution adopted at the 94th Ordinary
General Meeting of Shareholders held on June 28, 2011 and the resolution adopted
at the meeting of the Board of Directors held on November 1, 2011.
The number of Stock Acquisition Rights that the Qualified Person is to apply for
the subscription for in accordance with Article 3 of Exhibit 1 and that the
Corporation is to allocate to the Qualified Person shall be __________.
IN WITNESS WHEREOF, 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.
November 21, 2011
SONY CORPORATION 7-1, Konan 1-chome, Minato-ku, Tokyo

By: _____________________________________ Howard Stringer Chairman,
Chief Executive Officer and President, Representative Corporate Executive
Officer

QUALIFIED PERSON

By: _____________________________________ Name: Address:

Article 1

(Purpose)

Article 2

(Restrictions under the Terms and Conditions and this Agreement)

Article 3

(Subscription for and Allocation of the Stock Acquisition Rights)

(1)

Class and number of shares to be issued or transferred upon exercise of each
Stock Acquisition Right:

Number of Granted Shares after adjustment

Number of Granted Shares before Adjustment

Ratio of split or consolidation

(2)

Payment in exchange for Stock Acquisition Rights:

The Stock Acquisition Rights are issued without payment of any consideration
to the Corporation.

(3)

Amount to be paid in per share to be issued or transferred upon exercise of
the Stock Acquisition Rights (hereinafter referred to as the “Exercise Price”)
is initially:

(4)

Period during which the Stock Acquisition Rights may be exercised:

As provided for in Exhibit 3 of this Agreement

Article 4

(Corporation and its Shares)

(1)

Trade name of the Corporation:

SONY CORPORATION

(2)

Total number of shares authorized to be issued by the Corporation:

3,600,000,000 shares

(3)

Number of shares constituting one (1) unit of shares:

100 shares

(4)

Transfer Agent

(5)

Application of the Act on Transfer of Bonds, Shares, etc.

The provisions of the Act on Transfer of Bonds, Shares, etc. will apply to
shares of common stock of Sony Corporation to be issued or transferred upon
exercise of each Stock Acquisition Right.

Article 5

(Restrictions on and Conditions for Exercise of the Stock Acquisition Rights
and Prohibition of Disposition)

1. Notwithstanding Item (4) of Article 3 above, one-third of the
aggregate number of the Stock Acquisition Rights allocated to the Qualified
Person (any fraction less than one (1) Stock Acquisition Right shall be
disregarded) (hereinafter referred to as the “First Exercisable Portion”) is
exercisable as from and including the commencement date of the period provided
for in Item (4) of Article 3 (hereinafter referred to as the “Commencement Date
of Exercisable Period”), half of the number of the Stock Acquisition Rights
after deduction of the First Exercisable Portion from the aggregate number of
the Stock Acquisition Rights allocated to such Qualified Person (any fraction
less than one (1) Stock Acquisition Right shall be disregarded) (hereinafter
referred to as the “Second Exercisable Portion”) is exercisable as from and
including November 22, 2013 and the balance of the Stock Acquisition Rights
after deduction of the First Exercisable Portion and the Second Exercisable
Portion from the aggregate number of the Stock Acquisition Rights allocated to
such Qualified Person is exercisable as from and including November 22, 2014.
2. In case that the Qualified Person forfeits either status as a
director, corporate executive officer or employee of the Corporation or of group
companies of the Corporation (subsidiaries and affiliates of the Corporation as
defined in the “Ordinance for Terms, Forms and Preparation Methods of Financial
Statements, etc.” under the Japanese Financial Instruments and Exchange Act,
hereinafter collectively referred to as the “Sony Group Companies”) by falling
under any of the following Items, the exercise of the Stock Acquisition Rights
shall be subject to the restrictions provided for in such following Item;
provided, however, that in no case may any Stock Acquisition Rights be exercised
after the period provided for in Item (4) of Article 3.

(1)

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:

(2)

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:

(3)

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:

3. The Qualified Person may not exercise the Stock Acquisition
Rights in any of the following cases:

(1)

(2)

If the Qualified Person is regarded by the Corporation to have performed any
act of disloyalty against the Corporation or the Sony Group Companies.

(3)

If the Qualified Person violates any provision of this Agreement.

Article 6

(Procedures for Exercising the Stock Acquisition Rights)

Article 7

(Inheritance of the Stock Acquisition Rights)

2. In case that there are more than one (1) heir of the Qualified
Person, the heirs must designate one (1) heir to succeed to the Stock
Acquisition Rights (hereinafter referred to as the “Successor”).
3. In case that the Successor dies, any heir of the Successor may not
exercise the Stock Acquisition Rights. 4. Heirs of the Qualified
Person must, in cooperation, file with or submit to the Corporation the
following matters and documents immediately after the commencement of the
inheritance:

(1)

Certified copy of family register, etc. (Those issued within three (3) months
or less are required);

(2)

Seal registration certificate of the heirs (Those issued within three (3)
months or less are required);

(3)

Legacy division agreement or any other similar document necessary to certify
the division of the legacy;

(4)

Document to verify the name and address of the Successor or in case that the
Successor resides outside Japan, his/her contact address in Japan; and

(5)

Any other matters or documents designated by the Corporation.

Article 8

(Taxes and Expenses)

Article 9

(Compliance with Financial Instruments and Exchange Act, Etc.)

Article 10

(Treatment in Events of Corporate Transaction)

Article 11

(Condition Subsequent)

Article 12

(Compliance with Foreign Laws and Regulations)

Article 13

(Representations, Warranties, Covenants and Confirmations)

The Qualified Person shall represent, warrant, covenant and confirm the
matters set forth in Exhibit 4 of this Agreement for the benefit of the
Corporation. The following terms included in Exhibit 4 shall have the following
meaning: “Allocation Agreement” means this Agreement; “Corporation” means
the Corporation; “Qualified Person” means the Qualified Person; and “Option”
means the Stock Acquisition Rights. 8

Article 14

(Amendment to this Agreement and Treatment of Matters Not Provided for in
this Agreement)

Article 15

(Manner of Notice)

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:

(1)

delivering (including mailing) a written notice to the address of the
Qualified Person set forth in the register of the Stock Acquisition Rights;

(2)

(3)

giving notice on the web site of the Corporation (including any Sony Group
Company).

Article 16

(Governing Law and Jurisdiction)

(English translation) Exhibit 2
TERMS AND CONDITIONS OF THE TWENTY-SECOND 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
Twenty-Second Series of Stock Acquisition Rights for Shares of Common Stock
(hereinafter referred to as the “Stock Acquisition Rights”) of Sony Corporation
(hereinafter referred to as the “Corporation”) issued on November 22, 2011 by
the Corporation in accordance with the special resolution adopted at the 94th
Ordinary General Meeting of Shareholders held on June 28, 2011 and the
resolution adopted at the meeting of the Board of Directors held on November 1,
2011:

1. Aggregate Number of Stock Acquisition Rights

8,353

2. Class and Number of Shares to be Issued or Transferred upon Exercise
of Stock Acquisition Rights

The class of shares to be issued or transferred upon exercise of the Stock
Acquisition Rights shall be shares of common stock, and the number of shares to
be issued or transferred upon exercise of each Stock Acquisition Right
(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 Stock Acquisition Rights shall be 835,300 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 Stock Acquisition Rights shall be adjusted to the number obtained by
multiplying the Number of Granted Shares after adjustment by the aggregate
number of the Stock Acquisition Rights 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

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 Stock Acquisition Rights 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 Stock Acquisition Rights
registered in the register of Stock Acquisition Rights, 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 Stock Acquisition Rights

The Stock Acquisition Rights are issued without payment of any consideration
to the Corporation.

5. Allotment Date of Stock Acquisition Rights

November 22, 2011 (hereinafter referred to as the “Allotment Date”)

6. Amount of Assets to be Contributed upon Exercise of Stock Acquisition
Rights

The amount of assets to be contributed upon exercise of the Stock Acquisition
Rights shall be the amount obtained by multiplying the amount to be paid per
share to be issued or transferred upon exercise of the Stock Acquisition Rights
(hereinafter referred to as the “Exercise Price”) by the Number of Granted
Shares. The Exercise Price is initially 1,523 yen. Provided, however, that if
the closing price of the Common Stock in the regular trading thereof on the
Tokyo Stock Exchange (hereinafter referred to as the “Closing Price”) on the
Allotment Date (if there is no Closing Price on such date, the Closing Price on
the immediately preceding trading day) is higher than 1,523 yen, then the amount
equal to the Closing Price on the Allotment Date shall be the initial Exercise
Price.

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 Stock Acquisition Rights, the Exercise Price
shall be adjusted in accordance with the following formula, and any fraction
less than one (1) yen resulting from the adjustment shall be rounded up to the
nearest one (1) yen:

Exercise Price after adjustment

Exercise Price before adjustment

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 causes 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 Stock Acquisition Rights registered in
the register of Stock Acquisition Rights, 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 Stock Acquisition Rights May be Exercised

From and including November 22, 2012, up to and including November 21,
2021. 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 Stock Acquisition Rights

(1) No Stock Acquisition Right 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 Stock Acquisition Rights 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 Stock Acquisition Rights or to effect similar
compliance under any similar 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 Stock 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 Stock Acquisition Right 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 a Stock Acquisition Right 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 Stock Acquisition Right
in writing of the decision to defer the effectiveness of the exercise of such
Stock Acquisition Right granted hereunder. During the period that the
effectiveness of the exercise of a Stock Acquisition Right has been deferred,
the holder of such Stock Acquisition Right 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 Stock Acquisition Rights

Not applicable.

12. Restrictions on Acquisition of Stock Acquisition Rights through Transfer

The Stock Acquisition Rights cannot be acquired through transfer, unless such
acquisition is expressly approved by the Board of Directors of the Corporation.

13. Application for Exercise of Stock Acquisition Rights and Manner of
Payment

(1) In the case of exercise of the Stock Acquisition Rights, the holder of
the Stock Acquisition Rights shall fill in necessary matters on the “Application
Form for Exercise of the Stock Acquisition Rights” in the form designated by the
Corporation, and shall submit such application form (including application for
exercise of the Stock Acquisition Rights in an electromagnetic manner) to the
place where applications for exercise of the Stock Acquisition Rights are made
as provided for in Condition 14, after affixing his or her name and seal or
signature (including electronic signature) thereon. The Application Form for
Exercise of the Stock Acquisition Rights shall be accepted at the place where
applications for exercise of the Stock Acquisition Rights are made only on a
business day at such place. (2) With submission of the Application Form for
Exercise of the Stock Acquisition Rights as provided in (1) above, the entire
amount of the Exercise Price to be paid in upon exercise of the Stock
Acquisition Rights (hereinafter referred to as the “Amount of Payment”) shall be
paid in cash to an account designated by the Corporation (hereinafter referred
to as the “Designated Account”) at the payment handling place provided for in
Condition 15 at or before the date and time designated by the Corporation. (3)
Any holder of the Stock Acquisition Rights who has submitted the documents
required for exercise of the Stock Acquisition Rights to the place where
applications for exercise of the Stock Acquisition Rights are made, may not
cancel such exercise thereafter.

14. Place where Applications for Exercise of Stock Acquisition Rights are
Made

Corporate Human Resources (or any division in charge of the relevant service
from time to time) of Sony Corporation.

15. Payment Handling Place on Exercise of Stock Acquisition Rights

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 Stock Acquisition Rights

The exercise of the Stock Acquisition Rights shall become effective when an
Application Form for Exercise of the Stock Acquisition Rights referred to in
Item (1) of Condition 13 which is accepted at the place where applications for
exercise of the Stock Acquisition Rights are made are delivered to the payment
handling place provided for in Condition 15 and the Amount of Payment is duly
paid to the Designated Account.

17. Matters concerning the Amount of Capital and the Additional Paid-in
Capital Increased by the Issuance of Shares upon Exercise of Stock Acquisition
Rights

(1) The amount of capital increased by the issuance of shares upon exercise
of the Stock Acquisition Rights 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 of
Japan, 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 issuance of shares upon
exercise of the Stock Acquisition Rights 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 Stock Acquisition Rights, 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 Stock Acquisition Rights, 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.

(English translation)
Exhibit 3 EXERCISE PERIOD (TAX ELIGIBLE)
Set forth below are the provisions concerning the conditions and restrictions of
exercise or disposition of the Stock Acquisition Rights provided for in Article
2 of Exhibit 1 of the Agreement Concerning Allocation of the Stock Acquisition
Rights of Sony Corporation for the Fiscal Year 2011 (including exhibits;
hereinafter referred to as the “Agreement”) and the period during which the
Stock Acquisition Rights may be exercised provided for in Item (4) of Article 3
of Exhibit 1 of the Agreement. Unless otherwise provided for, the terms used in
this Exhibit 3 shall have the same meaning as used in the main body and Exhibit
1 of the Agreement.
1. (Period during which the Stock Acquisition Rights may be exercised)

The Qualified Person may exercise the Stock Acquisition Rights during the period
from and including November 2, 2013 to and including November 1, 2021 (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 Paragraph 1 of Article 5 of Exhibit 1 of
the Agreement.).
2. (Method of exercise of the Stock Acquisition Rights)

(1)

In order to be entitled to the special taxation measure (hereinafter referred
to as the “Special Taxation Measure”) provided for in Article 29-2 of the Act on
Special Measures Concerning Taxation, the Qualified Person shall be subject to
the following provisions, as for the exercise of the Stock Acquisition Rights,
as well as the conditions provided for in the Terms and Conditions and Exhibit 1
of the Agreement.

(i) Total amount of exercise price with respect to the exercise of the Stock
Acquisition Rights for one (1) calendar year (from and including January 1 to
and including December 31) shall not exceed ¥12,000,000.

(ii) The shares that the Qualified Person acquires upon exercise of the Stock
Acquisition Rights shall be delivered through the account that the Qualified
Person opens in his/her name at a sales office or a business office of a
financial instruments business operator, etc. for the purposes of (a) writing or
recording his/her transaction with respect to the stock option in a transfer
account book and/or (b) holding such shares on his/her behalf. Such account
shall be opened pursuant to an agreement for the above-mentioned purposes
entered into between the Corporation and such financial instruments business
operator, etc. in accordance with Article 29-2, Paragraph 1, Item 6 of the Act
on Special Measures Concerning Taxation. Information on such financial
instruments business operator, etc. is described in the “Guide to the Sony Stock
Option Program” provided for in Article 6 of Exhibit 1 of the Agreement.

(iii) The Qualified Person shall comply with the procedures set forth in the
“Guide to the Sony Stock Option Program” as specified procedures required by the
relevant law to be entitled to the Special Taxation Measure.

(2)

In the case where the Qualified Person is a major shareholder or a person
involved with a major shareholder, which is specified in the Act on Special
Measures Concerning Taxation or may not be entitled to the above Special
Taxation Measure pursuant to such Act, Items (i) and (iii) of the immediately
preceding Paragraph shall not apply to such Qualified Person.

(English translation)
Exhibit 3 EXERCISE PERIOD (TAX INELIGIBLE)
Set forth below are the provisions concerning the conditions and restrictions of
exercise or disposition of the Stock Acquisition Rights provided for in Article
2 of Exhibit 1 of the Agreement Concerning Allocation of the Stock Acquisition
Rights of Sony Corporation for the Fiscal Year 2011 (including exhibits;
hereinafter referred to as the “Agreement”) and the period during which the
Stock Acquisition Rights may be exercised, which is provided for in Item (4) of
Article 3 of Exhibit 1 of the Agreement. Unless otherwise provided for, the
terms used in this Exhibit 3 shall have the same meaning as used in the main
body and Exhibit 1 of the Agreement.
1. (Period during which the Stock Acquisition Rights may be exercised)

The Qualified Person may exercise the Stock Acquisition Rights during the period
from and including November 22, 2012 to and including November 21, 2021 (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 Paragraph 1 of Article 5 of Exhibit 1 of
the Agreement.).
2. (Method of delivery of shares)
The shares that the Qualified Person acquires upon exercise of the Stock
Acquisition Rights shall be delivered through the account which the Qualified
Person opens in his/her name at a sales office or a business office of a
financial instruments business operators, etc. for writing or record in a
transfer account book or custody of the shares with respect to the stock option
pursuant to the arrangements for writing or record in a transfer account book or
delegation of custody of the shares entered into between the Corporation and
such financial instruments business operators, etc. Information on such
financial instruments business operators, etc. is described in the “Guide to the
Sony Stock Option Program” provided for in Article 6 of Exhibit 1 of the
Agreement.

Exhibit 4
REPRESENTATIONS AND WARRANTIES FOR NON-US PARTICIPANTS
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 the
Stock Acquisition Rights (hereinafter referred to as the “Option” in this
Exhibit 4) 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 Corporation153s and/or the Sony group companies153 (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, Corporate Human Resources, Sony
Corporation.
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, Corporate Human Resources, Sony
Corporation. 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 other than those expressly
stated in the Allocation Agreement, if any. The Options are not tax qualified
in any jurisdiction unless otherwise expressly stated in the Allocation
Agreement.
3

[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 the interest of the Qualified
Person in the success of the Corporation. Further information about the
Corporation can be obtained from www.sony.com. The aggregate number of Shares
to be issued or transferred upon exercise of the Options being offered under the
Plan will not exceed 835,300. 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: Options 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 Options under the Plan in order to provide an additional
incentive and to encourage employee share ownership and so increase the interest
of the Qualified Person in the Corporation153s success. The aggregate number of
Shares to be issued or transferred upon exercise of the Options being offered
under the Plan will not exceed 835,300.
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.]
4

[Brazil: This document is solely for the use and information of persons to
whom they are addressed and no other person. This document is addressed only to
the Qualified Person and may not be reproduced or copied in any form.
The Options granted under the Plan have not been and will not be publicly
issued, placed, distributed, offered or negotiated in the Brazilian capital
markets and, as a result, will not be registered with the Brazilian Securities
Commission (Comiss o de Valores Mobili 161rios, the CVM). Therefore, the Options
granted under the Plan will not be offered or sold in Brazil, except in
circumstances which do not constitute a public offering, placement, distribution
or negotiation under the Brazilian capital markets regulation.
Investments carried out outside Brazil by Brazilian individuals in an amount
equal or higher than US$100,000.00 must be annually disclosed to the Central
Bank of Brazil in accordance with the procedures described from time to time by
the Central Bank of Brazil.] [Germany: Options granted under the Plan are
provided on an ex-gratia basis and not in satisfaction of any right or
expectation of the Qualified Person. The Qualified Person acknowledges that
he/she has no such right or expectation in relation to the Option or any future
grant of options.]
[Hong Kong: The contents of the Plan documents have not been reviewed by any
regulatory authority in Hong Kong. The Qualified Person is advised to exercise
caution in relation to the offer under the Plan. If the Qualified Person is in
any doubt about any of the contents of this document, he/she should obtain
independent professional advice.]
[Turkey: No information in this document is provided for the purpose of
offering, marketing and sale by any means of any capital market instruments in
the Republic of Turkey. Therefore, this document may not be considered as an
offer made or to be made to residents of the Republic of Turkey. The Plan has
not been and will not be registered with the Turkish Capital Market Board (the
“CMB”) under the provisions of the Capital Market Law (Law No. 2499) (the
“Capital Market Law”). Accordingly, neither this document nor any other
material may be utilized in connection with any offering to the public within
the Republic of Turkey without the prior approval of the CMB. However,
according to Article 15 (d) (ii) of the Decree No.32 there is no restriction on
the purchase or sale of Shares by residents of the Republic of Turkey, provided
that: they purchase or sell such Shares in the financial markets outside of the
Republic of Turkey; and such sale and purchase is made through banks, and/or
licensed brokerage institutions in the Republic of Turkey.]
5

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.