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. 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 2017 (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 1, 2019 to and including October 31, 2027 (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 00-0, Xxxxxxxxx 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. 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 2017 (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 21, 2018 to and including November 20, 2027 (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.).
Appears in 1 contract
Samples: Agreement Concerning Allocation of Stock Acquisition Rights (Sony Corp)
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. 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 2017 2015 (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 1October 30, 2019 2017 to and including October 3129, 2027 2025 (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 00-0, Xxxxxxxxx 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. 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 2017 2015 (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 2119, 2018 2016 to and including November 2018, 2027 2025 (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.).
Appears in 1 contract
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. 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 2017 2018 (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 1October 31, 2019 2020 to and including October 3130, 2027 2028 (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 0029-02, Xxxxxxxxx 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. 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 2017 2018 (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 2120, 2018 2019 to and including November 2019, 2027 2028 (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.).
Appears in 1 contract
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. 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 2017 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 12, 2019 2013 to and including October 31November 1, 2027 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¥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 00-0, Xxxxxxxxx 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. 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 2017 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 2122, 2018 2012 to and including November 2021, 2027 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. 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 Corporation’s and/or the Sony group companies’ (including my employer) obligations to me for bonus, retirement, severance, or any other such payments.
2. (Data Protection) I consent to the collection, use and disclosure by the Corporation and/or companies in the Sony group (including my employer) of any personal information or data necessary for the administration of the Plan. Subject to legislative requirements, the information may be retained after my Options are exercised or cancelled. I understand that I can contact the Secretariat of the Stock Option Plan, 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.
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)
Appears in 1 contract
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. 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 2017 2019 (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 1October 31, 2019 2021 to and including October 3130, 2027 2029 (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 0020-0, Xxxxxxxxx 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. 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 2017 2019 (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 2120, 2018 2020 to and including November 2019, 2027 2029 (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. The Qualified Person confirms the following matters pursuant to Article 13 of Exhibit 1 attached to 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 Corporation’s and/or the Sony group companies’ (including my employer) obligations to me for bonus, retirement, severance, or any other such payments.
2. (Data Protection) I consent to the collection, use and disclosure by the Corporation and/or companies in the Sony group (including my employer) of any personal information or data necessary for the administration of the Plan. Subject to legislative requirements, the information may be retained after my Options are exercised or cancelled. I understand that I can contact the Secretariat of the Stock Option Plan, 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.
Appears in 1 contract
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. 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 2017 (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 1February 3, 2019 2020 to and including October 31February 2, 2027 2028 (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¥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 00-0, Xxxxxxxxx 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. 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 2017 (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 21February 28, 2018 2019 to and including November 20February 27, 2027 2028 (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. 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 Corporation’s and/or the Sony group companies’ (including my employer) obligations to me for bonus, retirement, severance, or any other such payments.
2. (Data Protection) I consent to the collection, use and disclosure by the Corporation and/or companies in the Sony group (including my employer) of any personal information or data necessary for the administration of the Plan. Subject to legislative requirements, the information may be retained after my Options are exercised or cancelled. I understand that I can contact the Secretariat of the Stock Option Plan, 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.
Appears in 1 contract
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. 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 2017 2008 (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 1October 30, 2019 2010 to and including October 3129, 2027 2018 (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 which the Qualified Person opens in his/her name at a sales office or a business office of a financial instruments business operatoroperators, etc. for the purposes of (a) writing or recording his/her transaction 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 and/or (b) holding such or delegation of custody of the 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 operatoroperators, etc. in accordance with Article 00-0, Xxxxxxxxx 1, Item 6 of the Act on Special Measures Concerning Taxation. Information on such financial instruments business operatoroperators, 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 items (i) and (iii) of the immediately preceding Paragraph paragraph shall not apply to such Qualified Person. 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 2017 2008 (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 2118, 2018 2009 to and including November 2017, 2027 2018 (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.).
Appears in 1 contract
