Conditions for Exercise of Options. (1) No Option may be exercised in part. (2) In the event of a resolution being passed at a general meeting of shareholders of the Corporation for an agreement for any consolidation, amalgamation or merger (other than a consolidation, amalgamation or merger in which the Corporation is the continuing corporation), or in the event of a resolution being passed at a general meeting of shareholders of the Corporation (or, where a resolution of a general meeting of shareholders is not necessary, at a meeting of the Board of Directors of the Corporation) for any agreement for share exchange (kabushiki-kokan) or any plan for share transfer (kabushiki-xxxx) pursuant to which the Corporation is to become a wholly-owned subsidiary of another corporation, the Options may not be exercised on and after the effective date of such consolidation, amalgamation or merger, such share exchange (kabushiki-kokan), or such share transfer (kabushiki-xxxx). (3) In case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies by falling under any of the following items, the exercise of the Options shall be subject to the restrictions provided for in such following item; provided, however, that in no case may any Options be exercised after the Terms set forth in Article 4 of the Conditions. (i) If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant to the rules of employment of the Corporation or of the Sony Group Companies or removed from office: The Qualified Person may not exercise the Options on and after the day on which he/she forfeits the status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies (hereinafter referred to as the “Status Forfeit Date”); (ii) If the Qualified Person ceases to be a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies due to his/her death: Subject to the provision of Article 9, Paragraph (2) of the Conditions, the heir of the Qualified Person may exercise the Options which are exercisable pursuant to Article 7 as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Options”) 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 Options which are not exercisable pursuant to Article 7 as of the Status Forfeit Date (hereinafter referred to as the “Unexercisable Options”) on and after the Status Forfeit Date; provided, however, that if the Corporation allows the heir of the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the heir of the Qualified Person may exercise the Unexercisable Options 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 9, Paragraph (2) of the Conditions; and (iii) If the Qualified Person forfeits the status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies due to any other events: The Qualified Person may exercise the Exercisable Options until and including the 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 Options on and after the Status Forfeit Date; provided, however, that if the Corporation allows the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise the Unexercisable Options until and including the 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). (4) The Qualified Person may not exercise the Options in any of the following cases: (i) If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies as such competitor’s officer, employee or consultant, and any of the designated Representative Corporate Executive Officer(s) of the Corporation determines not to permit the exercise by such Qualified Person of the Options allocated to such Qualified Person. (ii) If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty against the Corporation or the Sony Group Companies. (iii) If the Qualified Person violates any provision of the Agreement. (5) The Qualified Person is not authorized to transfer, pledge or otherwise dispose of all or part of the Options. (6) Exercise of the Options are further subject to any restriction on trading set forth under Sony Corporation of America’s Policy Regarding Securities Trading or any other similar policy maintained by Sony group companies (hereinafter referred to as the “Sony Group Companies”) and applicable to the Qualified Person, as in effect from time to time. 11.
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Conditions for Exercise of Options. (1) No Option may be exercised in part. (2) In the event of a resolution being passed at a general meeting of shareholders of the Corporation for an agreement for any consolidation, amalgamation or merger (other than a consolidation, amalgamation or merger in which the Corporation is the continuing corporation), or in the event of a resolution being passed at a general meeting of shareholders of the Corporation (or, where a resolution of a general meeting of shareholders is not necessary, at a meeting of the Board of Directors of the Corporation) for any agreement for share exchange (kabushiki-kokan) or any plan for share transfer (kabushiki-xxxx) pursuant to which the Corporation is to become a wholly-owned subsidiary of another corporation, the Options may not be exercised on and after the effective date of such consolidation, amalgamation or merger, such share exchange (kabushiki-kokan), or such share transfer (kabushiki-xxxx). (3) In case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies by falling under any of the following items, the exercise of the Options shall be subject to the restrictions provided for in such following item; provided, however, that in no case may any Options be exercised after the Terms set forth in Article 4 of the Conditions. (i) If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant to the rules of employment of the Corporation or of the Sony Group Companies or removed from office: The Qualified Person may not exercise the Options on and after the day on which he/she forfeits the status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies (hereinafter referred to as the “Status Forfeit Date”); (ii) If the Qualified Person ceases to be a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies due to his/her death: Subject to the provision of Article 9, Paragraph (2) of the Conditions, the heir of the Qualified Person may exercise the Options which are exercisable pursuant to Article 7 as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Options”) 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 Options which are not exercisable pursuant to Article 7 as of the Status Forfeit Date (hereinafter referred to as the “Unexercisable Options”) on and after the Status Forfeit Date; provided, however, that if the Corporation allows the heir of the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the heir of the Qualified Person may exercise the Unexercisable Options 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 9, Paragraph (2) of the Conditions; and (iii) If the Qualified Person forfeits the status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies due to any other events: The Qualified Person may exercise the Exercisable Options until and including the 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 Options on and after the Status Forfeit Date; provided, however, that if the Corporation allows the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise the Unexercisable Options until and including the 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). (4) The Qualified Person may not exercise the Options in any of the following cases: (i) If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies as such competitor’s officer, employee or consultant, and any of the designated Representative Corporate Executive Officer(s) of the Corporation determines not to permit the exercise by such Qualified Person of the Options allocated to such Qualified Person. (ii) If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty against the Corporation or the Sony Group Companies. (iii) If the Qualified Person violates any provision of the Agreement. (5) The Qualified Person is not authorized to transfer, pledge or otherwise dispose of all or part of the Options. (6) Exercise of the Options are further subject to any restriction on trading set forth under Sony Corporation of America’s Policy Regarding Securities Trading or any other similar policy maintained by Sony group companies (hereinafter referred to as the “Sony Group Companies”) and applicable to the Qualified Person, as in effect from time to time. 11.
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