\n| \n Article 1<\/p>\n<\/td>\n | \n (Purpose)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The primary purpose of allocating the Stock Acquisition Rights to the
\nQualified Person is to give the Qualified Person an incentive to contribute
\ntowards the improvement of the Sony Group153s business performance and thereby
\nimprove the business performance by making the economic interest, which the
\nQualified Person will receive, correspond to the business performance of the
\nCorporation. <\/p>\n \n\n\n| \n Article 2<\/p>\n<\/td>\n | \n (Restrictions under the Terms and Conditions and this Agreement)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Stock Acquisition Rights shall be subject to the Terms and Conditions
\nand, further, exercise or disposition of the Stock Acquisition Rights shall be
\nsubject to certain conditions and restrictions provided for in this Agreement.\n<\/p>\n \n\n\n| \n Article 3<\/p>\n<\/td>\n | \n (Subscription for and Allocation of the Stock Acquisition Rights)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Qualified Person hereby applies for subscription for the number of Stock
\nAcquisition Rights set forth in the main body of this Agreement, which such
\nStock Acquisition Rights are to be issued in accordance with the Terms and
\nConditions, and pursuant to this Agreement, the Corporation allocates such
\nnumber of the Stock Acquisition Rights to the Qualified Person in accordance
\nwith the following terms on November 22, 2011 (hereinafter referred to as the
\n“Allotment Date”). <\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | \n Class and number of shares to be issued or transferred upon exercise of each
\nStock Acquisition Right:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 100 shares of common stock of the Corporation In the event that the
\nCorporation conducts a stock split (including free distribution of shares
\n(musho-wariate)) or a consolidation of the shares of common stock of the
\nCorporation, the number of shares to be issued or transferred upon exercise of
\neach Stock Acquisition Right (hereinafter referred to as the “Number of Granted
\nShares”) shall be adjusted in accordance with the following formula: <\/p>\n \n\n\n| \n Number of Granted Shares after adjustment<\/p>\n<\/td>\n | \n =<\/p>\n<\/td>\n | \n Number of Granted Shares before Adjustment<\/p>\n<\/td>\n | \n x<\/p>\n<\/td>\n | \n Ratio of split or consolidation<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n Provided, however, that such adjustment shall be made only with respect to
\nthe Number of Granted Shares for the Stock Acquisition Rights which have not
\nbeen exercised at the time of the adjustment. Any fraction less than one (1)
\nshare resulting from the adjustment shall be disregarded. <\/p>\n
\n\n\n\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | \n Payment in exchange for Stock Acquisition Rights:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Stock Acquisition Rights are issued without payment of any consideration
\nto the Corporation. <\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | \n Amount to be paid in per share to be issued or transferred upon exercise of
\nthe Stock Acquisition Rights (hereinafter referred to as the “Exercise Price”)
\nis initially:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1,523 yen Provided, however, that if the closing price of shares of common
\nstock of the Corporation in the regular trading thereof on the Tokyo Stock
\nExchange (hereinafter referred to as the “Closing Price”) on the Allotment Date
\n(if there is no Closing Price on such date, the Closing Price on the immediately
\npreceding trading day) is higher than 1,523 yen, then the amount equal to the
\nClosing Price on the Allotment Date shall be the initial Exercise Price. In
\nthis case, the Corporation shall notify such initial Exercise Price to the
\nQualified Person. The Exercise Price may be adjusted pursuant to the provisions
\nof the Terms and Conditions. <\/p>\n \n\n\n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | \n Period during which the Stock Acquisition Rights may be exercised:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n As provided for in Exhibit 3 of this Agreement <\/p>\n \n\n\n| \n Article 4<\/p>\n<\/td>\n | \n (Corporation and its Shares)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | \n Trade name of the Corporation:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SONY CORPORATION <\/p>\n \n\n\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | \n Total number of shares authorized to be issued by the Corporation:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 3,600,000,000 shares <\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | \n Number of shares constituting one (1) unit of shares:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n 100 shares<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | \n Transfer Agent<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Mitsubishi UFJ Trust and Banking Corporation 4-5, Marunouchi 1-chome,
\nChiyoda-ku, Tokyo (Business office) Mitsubishi UFJ Trust and Banking
\nCorporation Corporate Agency Division 4-5, Marunouchi 1-chome, Chiyoda-ku,
\nTokyo 2<\/p>\n
\n\n\n\n| <\/td>\n | \n (5)<\/p>\n<\/td>\n | \n Application of the Act on Transfer of Bonds, Shares, etc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The provisions of the Act on Transfer of Bonds, Shares, etc. will apply to
\nshares of common stock of Sony Corporation to be issued or transferred upon
\nexercise of each Stock Acquisition Right. <\/p>\n \n\n\n| \n Article 5<\/p>\n<\/td>\n | \n (Restrictions on and Conditions for Exercise of the Stock Acquisition Rights
\nand Prohibition of Disposition)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1. Notwithstanding Item (4) of Article 3 above, one-third of the
\naggregate number of the Stock Acquisition Rights allocated to the Qualified
\nPerson (any fraction less than one (1) Stock Acquisition Right shall be
\ndisregarded) (hereinafter referred to as the “First Exercisable Portion”) is
\nexercisable as from and including the commencement date of the period provided
\nfor in Item (4) of Article 3 (hereinafter referred to as the “Commencement Date
\nof Exercisable Period”), half of the number of the Stock Acquisition Rights
\nafter deduction of the First Exercisable Portion from the aggregate number of
\nthe Stock Acquisition Rights allocated to such Qualified Person (any fraction
\nless than one (1) Stock Acquisition Right shall be disregarded) (hereinafter
\nreferred to as the “Second Exercisable Portion”) is exercisable as from and
\nincluding November 22, 2013 and the balance of the Stock Acquisition Rights
\nafter deduction of the First Exercisable Portion and the Second Exercisable
\nPortion from the aggregate number of the Stock Acquisition Rights allocated to
\nsuch Qualified Person is exercisable as from and including November 22, 2014.
\n2. In case that the Qualified Person forfeits either status as a
\ndirector, corporate executive officer or employee of the Corporation or of group
\ncompanies of the Corporation (subsidiaries and affiliates of the Corporation as
\ndefined in the “Ordinance for Terms, Forms and Preparation Methods of Financial
\nStatements, etc.” under the Japanese Financial Instruments and Exchange Act ,
\nhereinafter collectively referred to as the “Sony Group Companies”) by falling
\nunder any of the following Items, the exercise of the Stock Acquisition Rights
\nshall be subject to the restrictions provided for in such following Item;
\nprovided, however, that in no case may any Stock Acquisition Rights be exercised
\nafter the period provided for in Item (4) of Article 3. <\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | \n If the Qualified Person is subject to punitive dismissal or resignation under
\ninstruction pursuant to the rules of employment of the Corporation or of the
\nSony Group Companies or removed from office:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Qualified Person may not exercise the Stock Acquisition Rights on and
\nafter the day on which he\/she forfeits the status as a director, corporate
\nexecutive officer or employee of the Corporation or of the Sony Group Companies
\n(hereinafter referred to as the “Status Forfeit Date”); <\/p>\n \n\n\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | \n If the Qualified Person ceases to be a director, corporate executive officer
\nor employee of the Corporation or of the Sony Group Companies due to his\/her
\ndeath:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Subject to the provision of Article 7, the heir of the Qualified Person may
\nexercise the Stock Acquisition Rights which are exercisable pursuant to
\nParagraph 1 of this Article as of the Status Forfeit Date (hereinafter referred
\nto as the “Exercisable Stock Acquisition Rights”) until and including the last
\nday of the one (1) year period commencing on the date immediately following the
\nStatus Forfeit Date (if the last day of this one (1) year period falls on a
\nholiday of the Corporation, the immediately preceding business day shall be the
\nlast day of such period), but may not exercise the Stock Acquisition Rights
\nwhich are not exercisable pursuant to Paragraph 1 of this Article as of the
\nStatus Forfeit Date (hereinafter referred to as the “Unexercisable Stock
\nAcquisition Rights”) on and after the Status Forfeit Date; provided, however,
\nthat if the Corporation allows the heir of the Qualified Person to exercise the
\nUnexercisable Stock Acquisition Rights, all of the Unexercisable Stock
\nAcquisition Rights shall become exercisable on the Status Forfeit Date (or the
\nCommencement Date of Exercisable Period, if the Status Forfeit Date falls on a
\nday before the Commencement Date of Exercisable Period) and the heir of the
\nQualified Person may exercise the Unexercisable Stock Acquisition Rights until
\nand including the last day of the one (1) year period commencing on the date
\nimmediately following the Status Forfeit Date (if the last day of this one (1)
\nyear period falls on a holiday of the Corporation, the immediately preceding
\nbusiness day shall be the last day of such period) subject to the provision of
\nArticle 7; and <\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | \n If the Qualified Person forfeits the status as a director, corporate
\nexecutive officer or employee of the Corporation or of the Sony Group Companies
\ndue to any other events:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Qualified Person may exercise the Exercisable Stock Acquisition Rights
\nuntil and including the last day of the one (1) year period commencing on the
\ndate immediately following the Status Forfeit Date (if the last day of this one
\n(1) year period falls on a holiday of the Corporation, the immediately preceding
\nbusiness day shall be the last day of such period), but may not exercise the
\nUnexercisable Stock Acquisition Rights on and after the Status Forfeit Date;
\nprovided, however, that if the Corporation allows the Qualified Person to
\nexercise the Unexercisable Stock Acquisition Rights, all of the Unexercisable
\nStock Acquisition Rights shall become exercisable on the Status Forfeit Date (or
\nthe Commencement Date of Exercisable Period, if the Status Forfeit Date falls on
\na day before the Commencement Date of Exercisable Period) and the Qualified
\nPerson may exercise the Unexercisable Stock Acquisition Rights until and
\nincluding the last day of the one (1) year period commencing on the date
\nimmediately following the Status Forfeit Date (if the last day of this one (1)
\nyear period falls on a holiday of the Corporation, the immediately preceding
\nbusiness day shall be the last day of such period). 3<\/p>\n
\n3. The Qualified Person may not exercise the Stock Acquisition
\nRights in any of the following cases: <\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | \n If the Qualified Person works for a competitor of the Corporation or of the
\nSony Group Companies as such competitor153s officer, employee or consultant, and
\nany of the designated Representative Corporate Executive Officer(s) of the
\nCorporation determines not to permit the exercise by such Qualified Person of
\nthe Stock Acquisition Rights allocated to such Qualified Person.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | \n If the Qualified Person is regarded by the Corporation to have performed any
\nact of disloyalty against the Corporation or the Sony Group Companies.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | \n If the Qualified Person violates any provision of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 4. The Qualified Person may not be authorized to transfer, pledge or
\notherwise dispose of all or part of the Stock Acquisition Rights.
\n5. In no circumstances shall any Qualified Person request the
\nCorporation to purchase the Stock Acquisition Rights held by him\/her. <\/p>\n \n\n\n| \n Article 6<\/p>\n<\/td>\n | \n (Procedures for Exercising the Stock Acquisition Rights)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Procedures for exercising the Stock Acquisition Rights shall be provided for
\nin the Terms and Conditions and Exhibit 3 of this Agreement, and in addition,
\ndetailed matters concerning such procedures shall be provided for in a “Guide to
\nthe Sony Stock Option Program” separately provided and delivered by the
\nCorporation to the Qualified Person no later than the Commencement Date of
\nExercisable Period. <\/p>\n \n\n\n| \n Article 7<\/p>\n<\/td>\n | \n (Inheritance of the Stock Acquisition Rights)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1. In case that the Qualified Person dies, the heir of such
\nQualified Person may, pursuant to this Article, other provisions of this
\nAgreement and conditions to be provided separately by the Corporation, succeed
\nto and exercise the outstanding Stock Acquisition Rights; provided, however,
\nthat the heir of such Qualified Person may not exercise the Stock Acquisition
\nRights if such Qualified Person has given a prior written notice to the
\nCorporation in the form prescribed by the Corporation to the effect that such
\nQualified Person does not allow the heir to exercise the Stock Acquisition
\nRights. In case that the Qualified Person dies after he\/she forfeits the status
\nas a director, corporate executive officer or employee of the Corporation or of
\nthe Sony Group Companies due to any events provided for in each Item of Article
\n5, Paragraph 2 (excluding Item (2)), the heir of such Qualified Person may
\nexercise the Stock Acquisition Rights during the period from and including such
\nQualified Person153s Status Forfeit Date to and including the day on which the
\nexercisable period provided for in the said each Item elapses, to the extent
\nthat such Qualified Person may exercise as provided for in the said each Item;
\nprovided, however, that in no case any Stock Acquisition Rights may be exercised
\nafter the period provided for in Item (4) of Article 3. 2. In case
\nthat there are more than one (1) heir of the Qualified Person, the heirs must
\ndesignate one (1) heir to succeed to the Stock Acquisition Rights (hereinafter
\nreferred to as the “Successor”). 3. In case that the Successor dies,
\nany heir of the Successor may not exercise the Stock Acquisition Rights.
\n4. Heirs of the Qualified Person must, in cooperation, file with or
\nsubmit to the Corporation the following matters and documents immediately after
\nthe commencement of the inheritance: <\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | \n Certified copy of family register, etc. (Those issued within three (3) months
\nor less are required);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 4<\/p>\n
\n\n\n\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | \n Seal registration certificate of the heirs (Those issued within three (3)
\nmonths or less are required);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | \n Legacy division agreement or any other similar document necessary to certify
\nthe division of the legacy;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | \n Document to verify the name and address of the Successor or in case that the
\nSuccessor resides outside Japan, his\/her contact address in Japan; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (5)<\/p>\n<\/td>\n | \n Any other matters or documents designated by the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 5. In case that no agreement in respect of the division of the
\nlegacy is reached between or among the heirs of the Qualified Person, heirs of
\nthe Qualified Person shall forthwith designate their representative and notify
\nthe Corporation to such effect. In such case, the representative of the heirs
\nshall file with or submit to the Corporation the matters and documents mentioned
\nin the preceding Paragraph as soon as an agreement is reached.
\n6. Each provision, excluding this Article, of this Agreement shall be
\napplicable to the Successor to the extent of their meaning. <\/p>\n \n\n\n| \n Article 8<\/p>\n<\/td>\n | \n (Taxes and Expenses)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Qualified Person shall pay all taxes or other governmental charges, which
\nmay be imposed in connection with the exercise of the Stock Acquisition Rights,
\nat such Qualified Person153s own expense and responsibility. This shall apply to
\nall costs and expenses that may arise in connection with the exercise of the
\nStock Acquisition Rights. <\/p>\n \n\n\n| \n Article 9<\/p>\n<\/td>\n | \n (Compliance with Financial Instruments and Exchange Act, Etc.)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1. The Qualified Person shall, in selling the shares of common stock
\nof the Corporation, which such Qualified Person has acquired upon exercise of
\nthe Stock Acquisition Rights, comply with the Financial Instruments and Exchange
\nAct of Japan, any other applicable laws and regulations including but not
\nlimited to applicable U.S. laws, and the Rules for Prevention of Insider Trading
\nestablished by the Corporation. 2. The Qualified Person shall, in
\nselling the shares of common stock of the Corporation, which such Qualified
\nPerson has acquired upon exercise of the Stock Acquisition Rights, confirm in
\nadvance with the Legal Division of the Corporation (or any other department of
\nthe Corporation in charge of such matters at the time), whether or not such sale
\nwill contravene Articles 166 and\/or 167 (provisions relating to insider trading)
\nof the Financial Instruments and Exchange Act of Japan. <\/p>\n \n\n\n| \n Article 10<\/p>\n<\/td>\n | \n (Treatment in Events of Corporate Transaction)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1. In the event of any corporate transaction excluding (a) a
\nconsolidation, amalgamation or merger in which the Corporation is not the
\ncontinuing corporation, or (b) share exchange (kabushiki-kokan) or share
\ntransfer (kabushiki-iten) pursuant to which the Corporation is to become a
\nwholly-owned subsidiary of another corporation involving the Corporation,
\nincluding a dissolution or liquidation of the Corporation, a sale of all or
\nsubstantially all of the Corporation153s assets, a corporate split, or any other
\nsimilar transaction, the Corporation may (x) cause the entity resulting from
\nsuch transaction to execute an agreement providing that a holder of the Stock
\nAcquisition Rights shall have the right during the term to exercise the Stock
\nAcquisition Rights and upon the exercise of the Stock Acquisition Rights to
\nreceive the class and amount of shares and other securities and property
\nreceivable upon such transaction by a holder of the number of shares in respect
\nof which the Stock Acquisition Rights could have been exercised immediately
\nprior to such transaction or (y) prevent from being exercised, effective
\nimmediately upon the occurrence of such transaction, each Stock Acquisition
\nRight outstanding immediately prior to such transaction (whether or not then
\nexercisable). 2. In the event that the Corporation enters into a
\ndefinitive agreement or makes a decision by board resolution or by shareholder
\napproval at the shareholders153 meeting to effectuate one (1) or more of the
\ntransactions or events described in the immediately preceding Paragraph, the
\nCorporation may provide not less than twenty days advance notice to the
\nQualified Person from the consummation of such transaction or event and give the
\nQualified Person the opportunity to exercise their Stock Acquisition Rights
\n(whether or not such Stock Acquisition Rights are then vested or exercisable),
\nimmediately prior to, and subject to, the consummation of such transaction or
\nevent. 5<\/p>\n
\n<\/p>\n \n\n\n| \n Article 11<\/p>\n<\/td>\n | \n (Condition Subsequent)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n This Agreement shall terminate, automatically, without any procedures being
\ntaken, in the event that the Qualified Person is not in the position of
\ndirector, corporate executive officer, or employee of the Corporation or of the
\nSony Group Companies on the Allotment Date. <\/p>\n \n\n\n| \n Article 12<\/p>\n<\/td>\n | \n (Compliance with Foreign Laws and Regulations)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1. If it is necessary for the reason that the Qualified Person is
\ndeemed a resident of any country other than Japan or for any other reason so
\nthat, pursuant to any laws or regulations (including those of any country other
\nthan Japan) applicable to such Qualified Person, such Qualified Person or the
\nCorporation shall be required to perform or comply with certain procedures for
\nallocating, holding or exercising the Stock Acquisition Rights thereunder, such
\nQualified Person shall notify the Corporation in advance of the necessity to
\nperform or comply with such procedures and the contents thereof, and perform or
\ncomply with such procedures that are required to be performed or complied with
\nby such Qualified Person himself or herself, and request the Corporation to
\nperform or comply with the procedures that are required to be performed or
\ncomplied with by the Corporation (hereinafter referred to as the “Corporation153s
\nProcedures”). In case that the request shall be made by the Qualified Person
\nfor the Corporation to perform or comply with the Corporation153s Procedures, the
\nCorporation shall independently consider the necessity for the performance or
\ncompliance, and, if the Corporation shall come to the conclusion that it is
\nnecessary to do so, it shall perform or comply with the Corporation153s
\nProcedures. 2. The Qualified Person shall pay for all expenses, which
\nmay arise in connection with the procedures provided for in the immediately
\npreceding Paragraph, and shall keep the Corporation fully indemnified against
\nall such costs, expenses and damages, which may arise or which the Corporation
\nmay incur in connection with such procedures. 6<\/p>\n
\n<\/p>\n \n\n\n| \n Article 13<\/p>\n<\/td>\n | \n (Amendment to this Agreement and Treatment of Matters Not Provided for in
\nthis Agreement)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1. If it is found that this Agreement is not in compliance with the
\nCompanies Act, the Financial Instruments and Exchange Act, the Income Tax Act,
\nthe Corporation Tax Act or any other related laws or regulations of Japan, or if
\nthis Agreement becomes not in compliance therewith as a result of amendments
\nthereto which become effective after the conclusion of this Agreement, the
\nCorporation may, with notice to the Qualified Person, adequately establish,
\namend or eliminate the subject provisions. 2. With respect to matters
\nnot provided for in this Agreement or the “Guide to the Sony Stock Option
\nProgram”, such matters shall be determined by consultation in good faith between
\nthe Corporation and the Qualified Person. In the event that the Qualified
\nPerson rejects such consultation, or in the event that such consultation fails
\nto bring an agreement, such matters shall be decided by the Corporation. <\/p>\n \n\n\n| \n Article 14<\/p>\n<\/td>\n | \n (Manner of Notice)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Notices by the Corporation to the Qualified Person under the Terms and
\nConditions and this Agreement shall be made in any of the following manners:\n<\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | \n delivering (including mailing) a written notice to the address of the
\nQualified Person set forth in the register of the Stock Acquisition Rights;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | \n sending documents to the Qualified Person at his\/her department in the
\nCorporation (including any Sony Group Company) or sending electronic data to the
\ne-mail address of the Qualified Person at the Corporation (including any Sony
\nGroup Company); or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | \n giving notice on the web site of the Corporation (including any Sony Group
\nCompany).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n Article 15<\/p>\n<\/td>\n | \n (Governing Law and Jurisdiction)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n This Agreement shall be governed by and construed in accordance with the laws
\nof Japan. The Tokyo District Court shall have the exclusive jurisdiction for
\nsettling any and all disputes that arise under or in connection with this
\nAgreement. <\/p>\n 7<\/p>\n
\n<\/p>\n (English translation)
\n(22nd Series Overseas Participants (Excluding U.S.))
\nAGREEMENT CONCERNING ALLOCATION OF THE STOCK ACQUISITION RIGHTS OF SONY
\nCORPORATION FOR THE FISCAL YEAR 2011
\nSONY CORPORATION (hereinafter referred to as the “Corporation”) and
\n___________________ (hereinafter referred to as the “Qualified Person”) enter
\ninto this Agreement as set forth in Exhibit 1 in connection with the allocation
\nof the stock acquisition rights (hereinafter referred to as the “Stock
\nAcquisition Rights”) to be issued by the Corporation pursuant to the provisions
\nof the terms and conditions of the Stock Acquisition Rights (hereinafter
\nreferred to as the “Terms and Conditions”) set forth in Exhibit 2 attached
\nhereto and pursuant to the special resolution adopted at the 94th Ordinary
\nGeneral Meeting of Shareholders held on June 28, 2011 and the resolution adopted
\nat the meeting of the Board of Directors held on November 1, 2011.
\nThe number of Stock Acquisition Rights that the Qualified Person is to apply for
\nthe subscription for in accordance with Article 3 of Exhibit 1 and that the
\nCorporation is to allocate to the Qualified Person shall be __________.
\nIN WITNESS WHEREOF, two (2) originals of this Agreement have been prepared and
\nexecuted by seal impressions or signatures by the Corporation and the Qualified
\nPerson, each party retaining one (1) original.
\nNovember 21, 2011
\nSONY CORPORATION 7-1, Konan 1-chome, Minato-ku, Tokyo<\/p>\n By: _____________________________________ Howard Stringer Chairman,
\nChief Executive Officer and President, Representative Corporate Executive
\nOfficer<\/p>\n QUALIFIED PERSON<\/p>\n By: _____________________________________ Name: Address:<\/p>\n
\n<\/p>\n Exhibit 1
\nThe terms and conditions of the Agreement Concerning Allocation of the Stock
\nAcquisition Rights of Sony Corporation for the Fiscal Year 2011 (including
\nexhibits; hereinafter referred to as this “Agreement”) shall be as
\nfollows. Unless otherwise provided for, the terms used in this Exhibit 1 shall
\nhave the same meaning as the terms used in the main body of this Agreement.<\/p>\n \n\n\n| \n Article 1<\/p>\n<\/td>\n | \n (Purpose)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The primary purpose of allocating the Stock Acquisition Rights to the
\nQualified Person is to give the Qualified Person an incentive to contribute
\ntowards the improvement of the Sony Group153s business performance and thereby
\nimprove the business performance by making the economic interest, which the
\nQualified Person will receive, correspond to the business performance of the
\nCorporation. <\/p>\n \n\n\n| \n Article 2<\/p>\n<\/td>\n | \n (Restrictions under the Terms and Conditions and this Agreement)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Stock Acquisition Rights shall be subject to the Terms and Conditions
\nand, further, exercise or disposition of the Stock Acquisition Rights shall be
\nsubject to certain conditions and restrictions provided for in this Agreement.\n<\/p>\n \n\n\n| \n Article 3<\/p>\n<\/td>\n | \n (Subscription for and Allocation of the Stock Acquisition Rights)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Qualified Person hereby applies for subscription for the number of Stock
\nAcquisition Rights set forth in the main body of this Agreement, which such
\nStock Acquisition Rights are to be issued in accordance with the Terms and
\nConditions, and pursuant to this Agreement, the Corporation allocates such
\nnumber of the Stock Acquisition Rights to the Qualified Person in accordance
\nwith the following terms on November 22, 2011 (hereinafter referred to as the
\n“Allotment Date”). <\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | \n Class and number of shares to be issued or transferred upon exercise of each
\nStock Acquisition Right:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 100 shares of common stock of the Corporation In the event that the
\nCorporation conducts a stock split (including free distribution of shares
\n(musho-wariate)) or a consolidation of the shares of common stock of the
\nCorporation, the number of shares to be issued or transferred upon exercise of
\neach Stock Acquisition Right (hereinafter referred to as the “Number of Granted
\nShares”) shall be adjusted in accordance with the following formula: <\/p>\n \n\n\n| \n Number of Granted Shares after adjustment<\/p>\n<\/td>\n | \n =<\/p>\n<\/td>\n | \n Number of Granted Shares before Adjustment<\/p>\n<\/td>\n | \n x<\/p>\n<\/td>\n | \n Ratio of split or consolidation<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n
\nProvided, however, that such adjustment shall be made only with respect to
\nthe Number of Granted Shares for the Stock Acquisition Rights which have not
\nbeen exercised at the time of the adjustment. Any fraction less than one (1)
\nshare resulting from the adjustment shall be disregarded. <\/p>\n \n\n\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | \n Payment in exchange for Stock Acquisition Rights:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Stock Acquisition Rights are issued without payment of any consideration
\nto the Corporation. <\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | \n Amount to be paid in per share to be issued or transferred upon exercise of
\nthe Stock Acquisition Rights (hereinafter referred to as the “Exercise Price”)
\nis initially:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1,523 yen Provided, however, that if the closing price of shares of common
\nstock of the Corporation in the regular trading thereof on the Tokyo Stock
\nExchange (hereinafter referred to as the “Closing Price”) on the Allotment Date
\n(if there is no Closing Price on such date, the Closing Price on the immediately
\npreceding trading day) is higher than 1,523 yen, then the amount equal to the
\nClosing Price on the Allotment Date shall be the initial Exercise Price. In
\nthis case, the Corporation shall notify such initial Exercise Price to the
\nQualified Person. The Exercise Price may be adjusted pursuant to the provisions
\nof the Terms and Conditions. <\/p>\n \n\n\n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | \n Period during which the Stock Acquisition Rights may be exercised:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n As provided for in Exhibit 3 of this Agreement <\/p>\n \n\n\n| \n Article 4<\/p>\n<\/td>\n | \n (Corporation and its Shares)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | \n Trade name of the Corporation:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SONY CORPORATION <\/p>\n \n\n\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | \n Total number of shares authorized to be issued by the Corporation:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 3,600,000,000 shares <\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | \n Number of shares constituting one (1) unit of shares:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n 100 shares<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (4)<\/p>\n<\/td>\n | \n Transfer Agent<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Mitsubishi UFJ Trust and Banking Corporation 4-5, Marunouchi 1-chome,
\nChiyoda-ku, Tokyo (Business office) Mitsubishi UFJ Trust and Banking
\nCorporation Corporate Agency Division 4-5, Marunouchi 1-chome, Chiyoda-ku,
\nTokyo 2<\/p>\n
\n\n\n\n| <\/td>\n | \n (5)<\/p>\n<\/td>\n | \n Application of the Act on Transfer of Bonds, Shares, etc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The provisions of the Act on Transfer of Bonds, Shares, etc. will apply to
\nshares of common stock of Sony Corporation to be issued or transferred upon
\nexercise of each Stock Acquisition Right. <\/p>\n \n\n\n| \n Article 5<\/p>\n<\/td>\n | \n (Restrictions on and Conditions for Exercise of the Stock Acquisition Rights
\nand Prohibition of Disposition)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1. Notwithstanding Item (4) of Article 3 above, one-third of the
\naggregate number of the Stock Acquisition Rights allocated to the Qualified
\nPerson (any fraction less than one (1) Stock Acquisition Right shall be
\ndisregarded) (hereinafter referred to as the “First Exercisable Portion”) is
\nexercisable as from and including the commencement date of the period provided
\nfor in Item (4) of Article 3 (hereinafter referred to as the “Commencement Date
\nof Exercisable Period”), half of the number of the Stock Acquisition Rights
\nafter deduction of the First Exercisable Portion from the aggregate number of
\nthe Stock Acquisition Rights allocated to such Qualified Person (any fraction
\nless than one (1) Stock Acquisition Right shall be disregarded) (hereinafter
\nreferred to as the “Second Exercisable Portion”) is exercisable as from and
\nincluding November 22, 2013 and the balance of the Stock Acquisition Rights
\nafter deduction of the First Exercisable Portion and the Second Exercisable
\nPortion from the aggregate number of the Stock Acquisition Rights allocated to
\nsuch Qualified Person is exercisable as from and including November 22, 2014.
\n2. In case that the Qualified Person forfeits either status as a
\ndirector, corporate executive officer or employee of the Corporation or of group
\ncompanies of the Corporation (subsidiaries and affiliates of the Corporation as
\ndefined in the “Ordinance for Terms, Forms and Preparation Methods of Financial
\nStatements, etc.” under the Japanese Financial Instruments and Exchange Act,
\nhereinafter collectively referred to as the “Sony Group Companies”) by falling
\nunder any of the following Items, the exercise of the Stock Acquisition Rights
\nshall be subject to the restrictions provided for in such following Item;
\nprovided, however, that in no case may any Stock Acquisition Rights be exercised
\nafter the period provided for in Item (4) of Article 3. <\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | \n If the Qualified Person is subject to punitive dismissal or resignation under
\ninstruction pursuant to the rules of employment of the Corporation or of the
\nSony Group Companies or removed from office:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Qualified Person may not exercise the Stock Acquisition Rights on and
\nafter the day on which he\/she forfeits the status as a director, corporate
\nexecutive officer or employee of the Corporation or of the Sony Group Companies
\n(hereinafter referred to as the “Status Forfeit Date”); 3<\/p>\n
\n\n\n\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | \n If the Qualified Person ceases to be a director, corporate executive officer
\nor employee of the Corporation or of the Sony Group Companies due to his\/her
\ndeath:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Subject to the provision of Article 7, the heir of the Qualified Person may
\nexercise the Stock Acquisition Rights which are exercisable pursuant to
\nParagraph 1 of this Article as of the Status Forfeit Date (hereinafter referred
\nto as the “Exercisable Stock Acquisition Rights”) until and including the last
\nday of the one (1) year period commencing on the date immediately following the
\nStatus Forfeit Date (if the last day of this one (1) year period falls on a
\nholiday of the Corporation, the immediately preceding business day shall be the
\nlast day of such period), but may not exercise the Stock Acquisition Rights
\nwhich are not exercisable pursuant to Paragraph 1 of this Article as of the
\nStatus Forfeit Date (hereinafter referred to as the “Unexercisable Stock
\nAcquisition Rights”) on and after the Status Forfeit Date; provided, however,
\nthat if the Corporation allows the heir of the Qualified Person to exercise the
\nUnexercisable Stock Acquisition Rights, all of the Unexercisable Stock
\nAcquisition Rights shall become exercisable on the Status Forfeit Date (or the
\nCommencement Date of Exercisable Period, if the Status Forfeit Date falls on a
\nday before the Commencement Date of Exercisable Period) and the heir of the
\nQualified Person may exercise the Unexercisable Stock Acquisition Rights until
\nand including the last day of the one (1) year period commencing on the date
\nimmediately following the Status Forfeit Date (if the last day of this one (1)
\nyear period falls on a holiday of the Corporation, the immediately preceding
\nbusiness day shall be the last day of such period) subject to the provision of
\nArticle 7; and <\/p>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | \n If the Qualified Person forfeits the status as a director, corporate
\nexecutive officer or employee of the Corporation or of the Sony Group Companies
\ndue to any other events:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Qualified Person may exercise the Exercisable Stock Acquisition Rights
\nuntil and including the last day of the one (1) year period commencing on the
\ndate immediately following the Status Forfeit Date (if the last day of this one
\n(1) year period falls on a holiday of the Corporation, the immediately preceding
\nbusiness day shall be the last day of such period), but may not exercise the
\nUnexercisable Stock Acquisition Rights on and after the Status Forfeit Date;
\nprovided, however, that if the Corporation allows the Qualified Person to
\nexercise the Unexercisable Stock Acquisition Rights, all of the Unexercisable
\nStock Acquisition Rights shall become exercisable on the Status Forfeit Date (or
\nthe Commencement Date of Exercisable Period, if the Status Forfeit Date falls on
\na day before the Commencement Date of Exercisable Period) and the Qualified
\nPerson may exercise the Unexercisable Stock Acquisition Rights until and
\nincluding the last day of the one (1) year period commencing on the date
\nimmediately following the Status Forfeit Date (if the last day of this one (1)
\nyear period falls on a holiday of the Corporation, the immediately preceding
\nbusiness day shall be the last day of such period). 4<\/p>\n
\n3. The Qualified Person may not exercise the Stock Acquisition
\nRights in any of the following cases: <\/p>\n \n\n\n| <\/td>\n | \n (1)<\/p>\n<\/td>\n | \n If the Qualified Person works for a competitor of the Corporation or of the
\nSony Group Companies as such competitor153s officer, employee or consultant, and
\nany of the designated Representative Corporate Executive Officer(s) of the
\nCorporation determines not to permit the exercise by such Qualified Person of
\nthe Stock Acquisition Rights allocated to such Qualified Person.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (2)<\/p>\n<\/td>\n | \n If the Qualified Person is regarded by the Corporation to have performed any
\nact of disloyalty against the Corporation or the Sony Group Companies.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (3)<\/p>\n<\/td>\n | \n If the Qualified Person violates any provision of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 4. The Qualified Person may not be authorized to transfer, pledge or
\notherwise dispose of all or part of the Stock Acquisition Rights.
\n5. In no circumstances shall any Qualified Person request the
\nCorporation to purchase the Stock Acquisition Rights held by him\/her. <\/p>\n \n\n\n| \n Article 6<\/p>\n<\/td>\n | \n (Procedures for Exercising the Stock Acquisition Rights)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Procedures for exercising the Stock Acquisition Rights shall be provided for
\nin the Terms and Conditions and Exhibit 3 of this Agreement, and in addition,
\ndetailed matters concerning such procedures shall be provided for in a “Guide to
\nthe Sony Stock Option Program” separately provided and delivered by the
\nCorporation to the Qualified Person no later than the Commencement Date of
\nExercisable Period. <\/p>\n | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |