EXHIBIT 4.1
(English translation)
AGREEMENT CONCERNING
ALLOCATION OF THE STOCK ACQUISITION RIGHTS
OF SONY CORPORATION
FOR THE FISCAL YEAR 2002
SONY CORPORATION (hereinafter referred to as the "Corporation") and
___________________ (hereinafter referred to as the "Qualified Person") enter
into this Agreement as follows in connection with allocation of the stock
acquisition rights (hereinafter referred to as the "Stock Acquisition Rights")
to be issued by the Corporation pursuant to the provisions of the terms and
conditions of the Stock Acquisition Rights (hereinafter referred to as the
"Terms and Conditions") set forth in the Exhibit 1 attached hereto and pursuant
to the special resolution adopted at the 85th Ordinary General Meeting of
Shareholders held on June 20, 2002 and the resolution adopted at the Meeting of
the Board of Directors held on November 29, 2002:
Article 1 (Purpose)
The primary purpose of allocating the Stock Acquisition Rights to the
Qualified Person is to enhance the willingness to contribute towards the
advancement of Sony Group's business performance and thereby advance such
business performance by making the economic interest, which the Qualified Person
will receive, correspond to the business performance of the Corporation.
Article 2 (Restrictions under the Terms and Conditions of the Stock
Acquisition Rights and this Agreement)
The Stock Acquisition Rights shall be subject to the Terms and
Conditions and, further, exercise or disposition of the Stock Acquisition Rights
shall be subject to certain conditions and restrictions provided for in this
Agreement (including the exhibits).
Article 3 (Allocation of the Stock Acquisition Rights)
Pursuant to this Agreement, the Corporation allocates the following
Stock Acquisition Rights to the Qualified Person in accordance with the
following terms on the execution date of this Agreement (hereinafter referred to
as the "Issue Date").
(1) Number of the Stock Acquisition Rights allocated to the
Qualified Person:
(2) Class and number of shares to be issued or transferred upon
exercise of each Stock Acquisition Right:
100 shares of common stock of the Corporation
In case that the Corporation splits or consolidates shares of common
stock of the Corporation, the number of shares to be issued or
transferred upon exercise of each Stock Acquisition Rights (hereinafter
referred to as the "Number of Granted Shares") shall be adjusted in
accordance with the following formula:
Number Number of Ratio of split or
of Granted Shares = Granted Shares x consolidation
after adjustment before Adjustment
Provided, however, that such adjustment shall be made only with respect
to the outstanding Number of Granted Shares for which the Qualified
Person has not exercised the Stock Acquisition Rights at that time. Any
fraction not constituting one (1) share resulting from such adjustment
shall be disregarded.
(3) Issue price of the Stock Acquisition Rights:
No consideration shall be paid.
(4) Amount to be paid in per share to be issued or transferred
upon exercise of the Stock Acquisition Rights (hereinafter
referred to as the "Exercise Price"):
5,396 yen
Provided, however, that the Exercise Price may be adjusted pursuant to
the provision of the Terms and Conditions.
(5) Period during which the Stock Acquisition Rights may be
exercised:
As provided for in Exhibit 2 attached hereto
Article 4 (Corporation and its Shares)
(1) Trade name of the Corporation:
SONY CORPORATION
(2) Classes of shares issued by the Corporation:
Shares of Common Stock
Shares of Subsidiary Tracking Stock (details as set forth in
Exhibit 3 attached hereto)
(3) Number of shares issued by the Corporation:
Shares of Common Stock 3,500,000,000 shares
Shares of Subsidiary Tracking Stock 100,000,000 shares
(4) Number of shares constituting one unit of shares: 100 shares
Article 5 (Conditions for Exercise of the Stock Acquisition Rights
and Prohibition of Disposition)
1. Notwithstanding Item (5) of Article 3 above, one-third of the aggregate
number of the Stock Acquisition Rights allocated to the Qualified Person (less
than one Stock Acquisition Right being rounded downward) (hereinafter referred
to as the "First Exercisable Portion") is exercisable as from and including the
commencement date (hereinafter referred to as the "Commencement Date of
Exercisable Period") of the period provided for in Item (5) of Article 3, half
of the number of the Stock Acquisition Rights after deduction of the First
Exercisable Portion from the aggregate number of the Stock Acquisition Rights
(less than one Stock Acquisition Right being rounded downward) (hereinafter
referred to as the "Second Exercisable Portion") is exercisable as from and
including December 9, 2004 and the balance of the Stock Acquisition Rights after
deduction of the First Exercisable Portion and the Second Exercisable Portion
from the aggregate number of the Stock Acquisition Rights is exercisable as from
and including December 9, 2005.
2. In case that the Qualified Person forfeits either status as a director or
employee of the Corporation or Sony Group Companies (subsidiaries and affiliates
of Sony Corporation as defined in the "Rules Concerning Terminology, Form and
Method of Preparation of Financial Statements, etc. under the Japanese
Securities and Exchange Law", hereinafter collectively referred to as the "Sony
Group Companies") by falling under any of the following restrictions, the
exercise of the Stock Acquisition Rights shall be subject to the following
items; provided, however, that in no case any Stock Acquisition Rights may be
exercised after the period provided for in Item (5) of Article 3.
(1) In case that the Qualified Person is subject to punitive dismissal
or resignation under instruction pursuant to the rules of employment of the
Corporation or any Group Company or removed from office:
The Qualified Person may not exercise the Stock Acquisition
Rights on and after the day on which he/she forfeits the status as a director or
employee of the Corporation or Sony Group Companies (hereinafter referred to as
the "Status Forfeit Date");
(2) In case that the Qualified Person ceases to be a director or
employee due to his/her own death:
The heir of the Qualified Person may exercise the Stock
Acquisition Rights which are exercisable pursuant to Paragraph 1 of this Article
as of the Status Forfeit Date (hereinafter referred to as the "Exercisable Stock
Acquisition Rights") from and including the relevant Status Forfeit Date to and
including the day on which one year after such Status Forfeit Date elapses
subject to the provision of Article 7, but may not exercise the Stock
Acquisition Rights which are not exercisable pursuant to Paragraph 1 of this
Article as of the Status Forfeit Date (hereinafter referred to as the
"Unexercisable Stock Acquisition Rights") on and after such Status Forfeit Date;
provided, however, that if the Corporation allows the heir of the Qualified
Person to exercise the Unexercisable Stock Acquisition Rights, all of the
Unexercisable Stock Acquisition Rights shall become exercisable on the Status
Forfeit Date (or the Commencement Date of Exercisable Period, if the Status
Forfeit Date falls on a day before the Commencement Date of Exercisable Period)
and the heir of the Qualified Person may exercise the Unexercisable Stock
Acquisition Rights from and including the Status Forfeit Date to and including
the day on which one year after the Status Forfeit Date elapses subject to the
provision of Article 7; and
(3) In case that the Qualified Person forfeits the status due to
any other events:
The Qualified Person may exercise the Exercisable Stock
Acquisition Rights from and including the Status Forfeit Date to and including
the day on which one year after such Status Forfeit Date elapses, but may not
exercise the Unexercisable Stock Acquisition Rights on and after such Status
Forfeit Date; provided, however, that if the Corporation allows the Qualified
Person to exercise the Unexercisable Stock Acquisition Rights, all of the
Unexercisable Stock Acquisition Rights shall become exercisable on the Status
Forfeit Date (or the Commencement Date of Exercisable Period, if the Status
Forfeit Date falls on a day before the Commencement Date of Exercisable Period)
and the Qualified Person may exercise the Unexercisable Stock Acquisition Rights
from and including the Status Forfeit Date to and including the day on which one
year after the Status Forfeit Date elapses.
3. The Qualified Person may not exercise the Stock Acquisition Rights in the
following cases:
(1) In case that the Qualified Person works for a competitor of
the Corporation or of any Sony Group Company as such
competitor's officer, employee or consultant, and the Board of
Directors resolves not to permit the exercise by the Qualified
Person of the Stock Acquisition Rights allocated to such
Qualified Person.
(2) In case that the Qualified Person is regarded to have
performed any act of disloyalty against the Corporation or any
Sony Group Company.
(3) In case that the Qualified Person violates any provision of
this Agreement.
4. The Qualified Person may not be authorized to transfer, pledge or otherwise
dispose of all or part of the Stock Acquisition Rights.
Article 6 (Procedures for Exercising the Stock Acquisition Rights)
Procedures for exercising the Stock Acquisition Rights shall be provided
for in the Terms and Conditions and Exhibit 2 attached hereto, and in addition,
detailed matters concerning such procedures shall be provided for in the "Guide
to the Sony Stock Option Program" separately provided by the Corporation and
delivered to the Qualified Person by the Corporation no later than the
Commencement Date of Exercisable Period.
Article 7 (Inheritance of the Stock Acquisition Rights)
1. In case that the Qualified Person dies, the heir of the Qualified Person may
pursuant to this Article, other provisions of this Agreement and conditions to
be provided separately by the Corporation succeed to and exercise the
outstanding Stock Acquisition Rights; provided, however, that the heir of the
Qualified Person may not exercise the Stock Acquisition Rights if the Qualified
Person has given a prior written notice to the Corporation in the form
prescribed by the Corporation to the effect that the Qualified Person does not
allow the heir to exercise the Stock Acquisition Rights. In case that the
Qualified Person dies after he/she forfeits the status due to any events
provided for in each Item of Article 5, Paragraph 2 (excluding Items (2)), the
heir of the Qualified Person may exercise the Stock Acquisition Rights during
the period from and including the Qualified Person's Status Forfeit Date to and
including the day on which the exercisable period provided for in the said each
Item elapses, to the extent that the Qualified Person may exercise as provided
for in the said each Item; provided, however, that in no case any Stock
Acquisition Rights may be exercised after the period provided for in Item (5) of
Article 3.
2. In case that there are more than one heir of the Qualified Person, the heirs
must designate one heir to succeed to the Stock Acquisition Rights (hereinafter
referred to as the "Successor").
3. In case that the Successor dies, any heir of the Successor may not exercise
the Stock Acquisition Rights.
4. Heirs of the Qualified Person must, in cooperation, file with or submit to
the Corporation the following matters and documents immediately after the
commencement of the inheritance:
(1) Certified copy of family register, etc. (Those issued within three
months or less are required);
(2) Seal registration certificate of the heirs (Those issued within
three months or less are required);
(3) Legacy division agreement or any other similar document necessary
to certify the division of the legacy;
(4) Document to verify the name and address of the Successor or in case
that the Successor resides outside Japan, his/her contact address in Japan; and
(5) Any other matters or documents designated by the Corporation.
5. In case that no agreement in respect of the division of the legacy is reached
between or among the heirs of the Qualified Person, heirs of the Qualified
Person shall forthwith designate their representative and notify the Corporation
to such effect. In such case, the representative of the heirs shall file with or
submit to the Corporation the matters and documents mentioned in the preceding
Paragraph as soon as an agreement is reached.
6. Each provision, excluding this Article, of this Agreement shall be applicable
to the Successor to the extent of their meaning.
Article 8 (Issue of Certificate for the Stock Acquisition Rights)
The Qualified Person shall not request the Corporation to issue
certificates for the Stock Acquisition Rights.
Article 9 (Taxes and Expenses)
The Qualified Person shall pay all taxes or other governmental charges,
which may be imposed in connection with the exercise of the Stock Acquisition
Rights, at such Qualified Person's own expense and responsibility. This shall
apply to all costs and expenses that may arise in connection with the exercise
of the Stock Acquisition Rights.
Article 10 (Compliance with the Securities and Exchange Law, Etc.)
1. The Qualified Person shall, in case of sale of shares of common stock of the
Corporation, which such Qualified Person has acquired upon exercise of the Stock
Acquisition Rights, comply with the Securities and Exchange Law of Japan, any
other applicable laws and regulations including the matters agreed upon in
Article 11, and the Rules for Prevention of Xxxxxxx Xxxxxxx established by the
Corporation.
2. The Qualified Person shall, in selling the shares of common stock of the
Corporation which he or she will acquire upon exercise of the Stock Acquisition
Rights, confirm in advance with the Investor Relations of the Corporation (or
any other department of the Corporation in charge of such matters at the time),
whether or not such sale will contravene Articles 166 and/or 167 (provisions
relating to xxxxxxx xxxxxxx) of the Securities and Exchange Law of Japan.
Article 11 (Restrictions under the U.S. Securities Act)
The Qualified Person hereby understands and agrees to the following
representations, and warrants and covenants for the benefit of the Corporation:
(1) Absence of Registration in the United States of America
Neither the Stock Acquisition Rights nor the shares of common stock of
the Corporation issuable or transferable upon exercise of the Share
Subscription Rights have been registered pursuant to the U.S.
Securities Act of 1933 (hereinafter referred to as the "Securities
Act"), nor shall such registration be made in the future; no such
securities shall be offered or sold in the U.S.A. or to, or for, or for
the benefit of U.S. persons except pursuant to an exemption from
registration under the Securities Act.
(2) Limitation on Sale of Shares of Common Stock of the
Corporation
The shares of common stock of the Corporation issued or transferred
upon exercise of the Share Subscription Rights may not be offered,
sold, encumbered or otherwise disposed (including those by depositing
the same with any depositary), except (1) on the Tokyo Stock Exchange,
Inc., where no sales commission other than ordinary brokerage
commission is paid and neither the selling person nor any of his or her
agent engages in a directed selling effort in the U.S.A.; (2) in
compliance with the exemption from registration under the Securities
Act in accordance with Rule 144 (if applicable); (3) in the case of
mortgage, if such mortgage is given to a Japanese financial institution
in Japan and such institution sells the shares of common stock of the
Corporation which are subject to such mortgage outside the U.S.A.; or
(4) pursuant to any other applicable exemption from registration under
the Securities Act with the consent of the Corporation.
Article 12 (Compliance with Foreign Laws and Regulations)
1. If it is necessary for the reason that the Qualified Person is deemed a
resident of any country other than Japan or for any other reason so that,
pursuant to any laws or regulations (including those of any country other than
Japan) applicable to such Qualified Person, such Qualified Person or the
Corporation shall be required to perform or comply with certain procedures for
allocating, holding or exercising the Stock Acquisition Rights thereunder, such
Qualified Person shall notify the Corporation in advance of the necessity to
perform or comply with such procedures and the contents thereof, and perform or
comply with such procedures that are required to be performed or complied with
by such Qualified Person himself or herself, and request the Corporation to
perform or comply with the procedures that are required to be performed or
complied with by the Corporation (hereinafter referred to as the "Corporation's
Procedures"). In case that the request shall be made by the Qualified Person for
the Corporation to perform or comply with the Corporation's Procedures, the
Corporation shall independently consider the necessity for the performance or
compliance, and, if the Corporation shall come to the conclusion that it is
necessary to do so, it shall perform or comply with the Corporation's
Procedures.
2. The Qualified Person shall pay for all expenses, which may arise in
connection with the procedures provided for in the immediately preceding
paragraph, and shall keep the Corporation fully indemnified against all such
costs, expenses and damages, which may arise or which the Corporation may incur
in connection with such procedures.
Article 13 (Amendment to This Agreement and Treatment of Matters Not
Provided for in This Agreement)
1. If it is found out that this Agreement is not in compliance with the
Commercial Code, the Securities and Exchange Law, the Income Tax Law, the
Corporation Tax Law or any other related laws or regulations of Japan, or if
this Agreement becomes not in compliance therewith as a result of amendments
thereto which become effective after the conclusion of this Agreement, the
Corporation may, with notice to the Qualified Person, adequately establish,
amend or eliminate the subject provisions.
2. With respect to matters not provided for in this Agreement or the "Guide to
the Sony Stock Option Program", such matters shall be determined by consultation
in good faith between the Corporation and the Qualified Person. In the event
that the Qualified Person rejects such consultation, or in the event that such
consultation fails to bring an agreement, such matters shall be decided by the
Corporation.
Article 14 (Manner of Notice)
Notices by the Corporation to the Qualified Person under the Terms and
Conditions and this Agreement shall be made in any of the following manners:
(1) delivering (including mailing) a written notice to the address
of the Qualified Person set forth in the register of Stock
Acquisition Rights;
(2) sending documents to the Qualified Person at his/her
department in the Corporation (including any Sony Group
Company) or sending electronic data to the e-mail address of
the Qualified Person at the Corporation (including any Sony
Group Company); or
(3) giving notice on the web site of the Corporation (including
any Sony Group Company).
Article 15 (Governing Law and Jurisdiction)
This Agreement shall be governed by and construed in accordance with the
laws of Japan. The Tokyo District Court shall have the exclusive jurisdiction
for settling any and all disputes that arises under or in connection with this
Agreement.
IN WITNESS WHEREOF, two (2) original of this Agreement have been prepared and
executed by seal impressions or signatures by the Corporation and the Qualified
Person, each party retaining one (1) original.
December 9, 2002
SONY CORPORATION
0-00, Xxxxxxxxxxxxx 0-xxxxx, Xxxxxxxxx-xx, Xxxxx
By: ______________________
Xxxxxxxx Xxxx
Representative Director
QUALIFIED PERSON
By: _____________________
Name:
Address:
(English translation)
Exhibit 1
TERMS AND CONDITIONS OF THE FIRST SERIES OF
STOCK ACQUISITION RIGHTS
FOR SHARES OF COMMON STOCK OF SONY CORPORATION
These terms and conditions of the stock acquisition rights shall apply
to the First Series of Stock Acquisition Rights for Shares of Common Stock
(hereinafter referred to as the "Stock Acquisition Rights") of SONY Corporation
(hereinafter referred to as the "Corporation") issued on December 9, 2002 by the
Corporation in accordance with the special resolution adopted at the 85th
Ordinary General Meeting of Shareholders held on June 20, 2002 and the
resolution adopted at the Meeting of the Board of Directors held on November 29,
2002:
1. Aggregate Number of Stock 12,004
Acquisition Rights
2. Class and Number of Shares 100 shares of common stock of the Corporation
to be Issued or Transferred
upon Exercise of Each Stock
Acquisition Right
3. Adjustment of Number of (1) In the case that the Corporation splits or
Shares to be Issued or consolidates its shares of common stock, the
Transferred upon Exercise of number of shares to be issued or transferred
Each Stock Acquisition Right upon exercise of each Stock Acquisition Right
(hereinafter referred to as the "Number of
Granted Shares") shall be adjusted in
accordance with the following formula:
Number of Number of Ratio of
Granted Shares = Granted Shares x split or
after adjustment before adjustment xxxxxxx-
dation
(2) An adjustment to the Number of Granted
Shares under the immediately preceding item
shall be made only with respect to the Number of
Granted Shares under the Stock Acquisition
Rights which are not exercised at the time of
the adjustment. Any fraction less than one (1)
share resulting from the adjustment shall be
disregarded.
(3) The effective date of the Number of Granted
Shares after adjustment shall be the same day as
the date provided for in item (2) of Condition 7
when the Exercise Price after adjustment becomes
effective with regard to the adjustment of the
Exercise Price for the same reason as the
adjustment of the Number of Granted Shares.
(4) When the Number of Granted Shares is
adjusted, the Corporation shall give notice of
necessary matters to each holder of the Stock
Acquisition Rights registered in the register of
Stock Acquisition Rights, no later than the day
immediately preceding the effective date of the
Number of Granted Shares after adjustment;
provided, however, that if the Corporation is
unable to give such notice no later than the day
immediately preceding such effective date, the
Corporation shall promptly give such notice on
or after such effective date.
4. Issue Price of Stock No consideration shall be paid.
Acquisition Rights
5. Issue Date of Stock December 9, 2002
Acquisition Rights
6. Exercise Price of Stock The amount to be paid in per share to be issued
Acquisition Rights or transferred upon exercise of the Stock
Acquisition Rights (the "Exercise Price") is
initially 5,396 yen.
7. Adjustment of Exercise (1) In the case that the Corporation splits or
Price consolidates shares of common stock of the
Corporation after the issue date of the Stock
Acquisition Rights, the Exercise Price shall be
adjusted in accordance with the following
formula and any fraction less than one (1) yen
resulting from this adjustment shall be rounded
up to the nearest one (1) yen:
Exercise Exercise 1
Price after = Price before x --------------
adjustment adjustment Ratio of split
or consolidation
(2) In case that the Exercise Price is adjusted
pursuant to the immediately preceding item, the
effective date of the Exercise Price after
adjustment shall be as set forth below:
The Exercise Price after adjustment shall become
effective, in case of a stock split, on and
after the day following the allocation date, and
in case of a stock consolidation, on and after
the day following the expiration date of the
period provided for in paragraph 1 of Article
215 of the Commercial Code of Japan; provided,
however, that in the case that the Corporation
splits shares of common stock of the Corporation
on condition that the agenda on transferring
profits available for dividend to stated capital
is approved by the Ordinary General Meeting of
Shareholders of the Corporation and the
allocation date for such stock split falls on
any day prior to the conclusion date of such
General Meeting of Shareholders, the Exercise
Price after adjustment shall, on the date
immediately after the conclusion date of such
General Meeting of Shareholders, become
effective retroactively from the date
immediately after the allocation date.
In the case provided for in the proviso above,
the number of shares of common stock of the
Corporation calculated in accordance with the
following formula shall be issued or transferred
to holders of the Stock Acquisition Rights that
exercise the Stock Acquisition Rights from the
day following the allocation date for the stock
split to the conclusion date of the relevant
General Meeting of Shareholders. (The number of
shares to be issued or transferred upon such
exercise of the Stock Acquisition Rights shall
be hereinafter referred to as the "Number of
Initial Shares before Approval"). In this case,
any fraction less than one (1) share resulting
from such adjustment shall be disregarded.
Number of
shares to be Number of
additionally Initial Shares
issued or Exercise Price -- Exercise Price x before
transferred = before adjustment after adjustment Approval
--------------------------------------------------------------
Exercise Price after adjustment
(3) In addition to the cases in item (1) of this
Condition where the Exercise Price is required
to be adjusted, the Exercise Price shall be
adjusted in the manner deemed to be appropriate
by the Corporation in the following cases.
(i) When the Exercise Price is required to
be adjusted in case of merger, capital
reduction, or company split (split by
new incorporation or by absorption) of
the Corporation.
(ii) In addition to item (i) above, when
the Exercise Price is required to be
adjusted for the reason of occurrence
of events that shall cause or may
cause a change to the total number of
issued shares of common stock of the
Corporation.
(4) When the Exercise Price is adjusted, the
Corporation shall give notice of necessary
matters to each holder of the Stock Acquisition
Rights registered in the register of Stock
Acquisition Rights, no later than the day
immediately preceding the effective date of the
Exercise Price after adjustment; provided,
however, that if the Corporation is unable to
give such notice no later than the day
immediately preceding such effective date, the
Corporation shall promptly give such notice on
or after such effective date.
8. Period during which Stock From and including December 9, 2003 to and
Acquisition Rights May be including December 8, 2012. If the last day of
such period falls on a holiday of the
Corporation, the immediately preceding
Exercised business day shall be the last day of
such period.
9. Conditions for Exercise of (1) Each Stock Acquisition Right may not be
Stock Acquisition Rights exercised in part.
(2) If share exchange or share transfer by which
the Corporation becomes a wholly-owned
subsidiary of another company is approved at the
meeting of shareholders of the Corporation,
holders of the Stock Acquisition Rights may not
exercise the Stock Acquisition Rights on and
after the date of such share exchange or share
transfer.
10. Restrictions under the Neither the Stock Acquisition Rights nor the
U.S. Securities Act and Other shares of common stock of the Corporation
Matters issuable or transferable upon exercise of the
Share Subscription Rights have been registered
pursuant to the U.S. Securities Act of 1933
(hereinafter referred to as the "Securities
Act"), nor shall such registration be made in
the future; no such securities shall be offered
or sold in the U.S.A. or to, or for, or for the
benefit of U.S. persons except pursuant to an
exemption from registration under the Securities
Act. The shares of common stock of the
Corporation issued or transferred upon exercise
of the Share Subscription Rights may not be
offered, sold, encumbered or otherwise disposed
(including those by depositing the same with any
depositary), except (1) on the Tokyo Stock
Exchange, Inc., where no sales commission other
than ordinary brokerage commission is paid and
neither the selling person nor any of his or her
agent engages in a directed selling effort in
the U.S.A.; (2) in compliance with the exemption
from registration under the Securities Act in
accordance with Rule 144 (if applicable); (3) in
the case of mortgage, if such mortgage is given
to a Japanese financial institution in Japan and
such institution sells the shares of common
stock of the Corporation which are subject to
such mortgage outside the U.S.A.; or (4)
pursuant to any other applicable exemption from
registration under the Securities Act with the
consent of the Corporation.
11. Cancellation of Stock The Corporation may at any time acquire the
Acquisition Rights Stock Acquisition Rights and cancel them without
any consideration.
12. Restrictions on Transfer The Stock Acquisition Rights are
of Stock Acquisition Rights nontransferable, unless such transfer is
expressly approved by the Board of Directors of
the Corporation.
13. Application for Exercise (1) In case of exercise of the Stock Acquisition
of Stock Acquisition Rights Rights, the holder of the Stock Acquisition
and Manner of Payment Rights shall fill in necessary matters on the
"Application Form for Exercise of the Stock
Acquisition Rights" in the form designated by
the Corporation, and shall submit such
application form (including application for
exercise of the Stock Acquisition Rights in an
electromagnetic manner) to the place where
applications for exercise of the Stock
Acquisition Rights are made as provided for in
Condition 14, after affixing his or her name and
seal or signature (including electronic
signature) thereon. If certificates for the
Stock Acquisition Rights to be exercised are
issued, the certificates shall be submitted
together with the Application Form for Exercise
of the Stock Acquisition Rights. The Application
Form for Exercise of the Stock Acquisition
Rights shall be accepted at the place where
applications for exercise of the Stock
Acquisition Rights are made only on a business
day of such place.
(2) The entire amount of the Exercise Price of
shares of common stock of the Corporation to be
issued or transferred upon exercise of the Stock
Acquisition Rights (hereinafter referred to as
the "Amount of Payment") shall be paid in cash
to an account designated by the Corporation
(hereinafter referred to as the "Designated
Account") at the payment handling place provided
for in Condition 15 by the date and time
designated by the Corporation.
(3) Any holder of the Stock Acquisition Rights
who has submitted the documents required for
exercise of the Stock Acquisition Rights to the
place where applications for exercise of the
Stock Acquisition Rights are made, may not
cancel such exercise thereafter.
14. Place Where Applications Corporate Human Resources (or any division in
for Exercise of Stock charge of the relevant service from time to
Acquisition Rights are Made time) of Sony Corporation.
15. Payment Handling Place on The head office of Sumitomo Mitsui Banking
Exercise of Stock Acquisition Corporation (or any successor bank of such bank
Rights from time to time and/or any successor office of
such office).
16. Effective Date and Time (1) Exercise of the Stock Acquisition Rights
of Exercise of Stock shall come into effect when the Application Form
Acquisition Rights for Exercise of the Stock Acquisition Rights,
that is accepted at the place where applications
for exercise of the Stock Acquisition Rights are
made, is delivered to the payment handling place
and the Amount of Payment provided for in
Condition 13 is duly paid to the Designated
Account.
(2) The Corporation shall deliver the share
certificates without delay after the procedure
for exercise of the Stock Acquisition Rights is
completed; provided, however, that the
Corporation shall not deliver share certificates
for shares constituting less than one (1) full
unit of shares.
17. Calculation of Dividend With respect to the initial payment of dividends
on Shares Issued upon Exercise and cash distribution as provided in Article
of Stock Acquisition Rights 293-5 of the Commercial Code of Japan (interim
dividends) on shares of common stock of the
Corporation issued upon exercise of the Stock
Acquisition Rights, such shares shall be deemed
to have been issued, in case that the Stock
Acquisition Rights are exercised during the
period from April 1 to September 30 every year,
on April 1 of the relevant year, and in case
that the Stock Acquisition Rights are exercised
during the period from October 1 to March 31 of
the following year, on October 1 of the relevant
year.
18. Portion of Issue Price of The portion of the issue price of shares which
Shares which Will not be will not be accounted for as stated capital
Accounted for as Stated shall be the amount obtained by reducing the
Capital in Case Shares are amount which will be accounted for as stated
Issued upon Exercise of Stock capital from the Exercise Price (if the Exercise
Acquisition Rights Price is adjusted under Condition 7, the
Exercise Price after adjustment). The amount to
be accounted for as stated capital shall be the
amount obtained by multiplying the Exercise
Price (if the Exercise Price is adjusted, the
Exercise Price after adjustment) by 0.5 and any
fraction less than one (1) yen resulting from
such calculation shall be rounded up to the
nearest yen.
19. Issue of Certificates for Certificates for Stock Acquisition Rights shall
Stock Acquisition Rights be issued only when a holder of the Stock
Acquisition Rights requests the Corporation to
issue such certificates of Stock Acquisition
Rights.
20. Loss or Other Cases of (1) In case that any holder of the Stock
Certificates for Stock Acquisition Rights that has lost the certificate
Acquisition Rights for Stock Acquisition Rights notifies the
Corporation its certificate number and the
reason for loss and other matters and requests
the issue and delivery of a replacement
certificate for Stock Acquisition Rights
together with a certified copy of the judgment
of nullification of the subject lost
certificate, the Corporation may issue and
deliver a replacement certificate for Stock
Acquisition Rights.
(2) In case of destruction or defacement of the
certificate for Stock Acquisition Rights, the
holder of such destroyed or defaced certificate
for Stock Acquisition Rights shall request the
issue and delivery of a replacement certificate
for Stock Acquisition Rights by submitting such
destroyed or defaced certificate. In such case,
the Corporation shall issue and deliver a
replacement certificate for Stock Acquisition
Rights in exchange for such destroyed or defaced
certificate for Stock Acquisition Rights;
provided, however, that the provision above for
loss of the certificate for Stock Acquisition
Rights shall apply mutatis mutandis when it is
difficult to determine whether such destroyed or
defaced certificate for Stock Acquisition Rights
is genuine or not.
21. Expenses of Delivery of In case of issue and delivery of a replacement
Replacement Certificates for certificate for Stock Acquisition Rights, the
Share Acquisition Certificates Corporation shall collect the actual expenses
required therefor from the person who so
requested.
22. Handling of Matters In case that the Corporation abolishes the unit
Relating to Abolition of the share system after the issue date of the Stock
Unit Share System Acquisition Rights, the Corporation may take
necessary measures for handling the related
matters thereto in the manner deemed as
appropriate by the Corporation in accordance
with the provisions of the Commercial Code of
Japan and in consistent to these terms and
conditions.
(English translation)
Exhibit 2 (Tax Ineligible)
Set forth below are the provisions concerning the conditions and
restrictions of exercise or disposition of the Stock Acquisition Rights provided
for in Article 2 of the Agreement Concerning Allocation of the Stock Acquisition
Rights of Sony Corporation for the fiscal year 2002 (hereinafter referred to as
the "Agreement") and the period during which the Stock Acquisition Rights may be
exercised, which is provided for in Item 5 of Article 3 of the Agreement. Unless
otherwise provided for, the terms used in this Exhibit 2 shall have the same
meaning as used in 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 December 9, 2003 to and including December 8, 2012 (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 the
Agreement.).
2. (Method of delivery of share certificates)
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
securities company, etc. for custody of the shares with respect to the stock
option pursuant to the arrangements for delegation of custody of the shares
entered into between the Corporation and such securities company, etc.
Information on such securities company, etc. is described in the "Guide to the
Sony Stock Option Program" provided for in Article 6 of the Agreement.
(English translation)
Exhibit 3
Details of the shares of Subsidiary Tracking Stock provided for in Item 2 of
Article 4 of the Agreement Concerning Allocation of the Stock Acquisition Rights
of Sony Corporation (hereinafter referred to as the "Corporation") for the
Fiscal Year 2002 shall be as follows:
(1) In the event that the Board of Directors of Sony Communication Network
Corporation (hereinafter referred to as "SCN") resolves to submit to its
ordinary general meeting of shareholders a proposed appropriation of retained
earnings including the payment of dividends for the accounting period of SCN
ending on or immediately prior to the last day of an accounting period of the
Corporation, the Corporation, for such accounting period of the Corporation,
shall pay to the holders and/or the registered pledgees of the shares of
Subsidiary Tracking Stock (hereinafter referred to as the "Shares of Subsidiary
Tracking Stock") whose names appear on the register of shareholders as of the
close of the last day of each accounting period, the smaller amount of the
following (i) or (ii) as dividends per share of Subsidiary Tracking Stock
(hereinafter referred to as the "Dividends for Subsidiary Tracking Stock") with
priority to the payment of dividends to the holders and/or the registered
pledgees of shares of Common Stock of the Corporation whose names appear on the
register of shareholders as of the close of the last day of each accounting
period:
(i) The amount obtained by multiplying the amount of dividends per
share of Common Stock of SCN (hereinafter referred to as the "Shares of Common
Stock of SCN") under the relevant proposed appropriation of retained earnings by
the Standard Ratio (initially 0.01, which Ratio shall be subject to adjustment
pursuant to (13) below) as of the end of the relevant accounting period;
provided, however, that if the amount of the Interim Dividends for Subsidiary
Tracking Stock (as defined below) paid for the relevant accounting period is
less than the amount provided for in the principal provision of (2) below, the
amount of such shortfall shall be added thereto.
(ii) The amount obtained by multiplying one hundred thousand yen
(100,000 yen) by the Standard Ratio mentioned above; provided, however, that if
the Interim Dividends for Subsidiary Tracking Stock are paid for the relevant
accounting period, the amount of such payment shall be deducted therefrom
(hereinafter referred to as the "Maximum Dividend Amount of Subsidiary Tracking
Stock").
(2) In the event that SCN's Board of Directors resolves to pay interim dividends
with respect to the most recent record date for payment of SCN's interim
dividends on or before September 30 every year (hereinafter referred to as the
"Record Date for Interim Dividends"), the Corporation shall pay to the holders
and/or the registered pledgees of the Shares of Subsidiary Tracking Stock, whose
names appear on the register of shareholders as of the close of such Record Date
for Interim Dividends, a cash distribution (referred to as the "Interim
Dividends for Subsidiary Tracking Stock") per share of Subsidiary Tracking Stock
in an amount obtained by multiplying the amount of the interim dividends per
share of the Common Stock of SCN resolved by SCN's Board of Directors by the
Standard Ratio as of such Record Date for Interim Dividends, with priority to
the holders and/or the registered pledgees of Common Stock of the Corporation
whose names appear on the register of shareholders as of the close of such
Record Date for Interim Dividends; provided, however, that the amount of such
Interim Dividends for Subsidiary Tracking Stock to be paid shall not exceed the
amount obtained by multiplying one hundred thousand yen (100,000 yen) by the
Standard Ratio as of the relevant Record Date for Interim Dividends.
(3) Although the Dividends for Subsidiary Tracking Stock are not paid for a
certain accounting period because SCN's Board of Directors has not resolved to
submit a proposed appropriation of retained earnings including the payment of
dividends to its ordinary general meeting of shareholders, the Corporation may
pay dividends to the holders and/or the registered pledgees of the Common Stock
of the Corporation.
(4) If the amount of the Dividends for Subsidiary Tracking Stock paid with
respect to a certain accounting period is less than the amount determined
pursuant to (i) of (1) above, such shortfall shall be cumulated as dividends for
subsequent periods (hereinafter referred to as the "Cumulative Unpaid
Dividends") and the Corporation shall pay to the holders and/or the registered
pledgees of Subsidiary Tracking Stock the Cumulative Unpaid Dividends subject to
the Maximum Dividend Amount of Subsidiary Tracking Stock as its maximum amount,
with priority to the payment of the Dividends for Subsidiary Tracking Stock and
dividends to the holders and/or the registered pledgees of Common Stock for each
subsequent accounting period. Any unpaid amount of the Cumulative Unpaid
Dividends shall be cumulated as the Cumulative Unpaid Dividends for subsequent
periods. In case of the new issuance of the Shares of Subsidiary Tracking Stock,
the amount equivalent to the Cumulative Unpaid Dividends shall be regarded as
the Cumulative Unpaid Dividends to such newly issued Shares of Subsidiary
Tracking Stock. If any Cumulative Unpaid Dividends are paid for a certain
accounting period, the Dividends for Subsidiary Tracking Stock shall be
determined subject to the amount obtained by deducting such paid Cumulative
Unpaid Dividends from the Maximum Dividend Amount of Subsidiary Tracking Stock
as the Maximum Dividend Amount of Subsidiary Tracking Stock as provided for in
(ii) of (1) above.
(5) No additional dividends other than the Dividends for Subsidiary Tracking
Stock shall be paid with respect to the Shares of Subsidiary Tracking Stock.
(6) In distributing the residual assets, as long as they include the Shares of
Common Stock of SCN, the Corporation shall distribute to the holders and/or the
registered pledgees of Subsidiary Tracking Stock, per share of the Subsidiary
Tracking Stock, the number of Shares of Common Stock of SCN obtained by
multiplying one (1) by the Standard Ratio as of the distribution date of the
residual assets, or the amount obtained by way of disposition of such Shares of
Common Stock of SCN (the costs required for the disposition shall be deducted
therefrom), with priority to the distribution of any residual assets to the
holders and/or the registered pledgees of Common Stock of the Corporation. No
additional distribution of residual assets other than those prescribed above
shall be made with respect to the Shares of Subsidiary Tracking Stock.
(7) The Corporation may, at any time, purchase the Shares of Subsidiary Tracking
Stock and retire them at the purchase price of such shares with the profit
distributable as dividends to shareholders.
(8) The Corporation may compulsorily retire all the Shares of Subsidiary
Tracking Stock on any date following the third anniversary of June 20, 2001 and
determined by the Board of Directors of the Corporation by paying per share of
the Subsidiary Tracking Stock, the amount equivalent to the Standard Market
Price (as defined below) of the Shares of Subsidiary Tracking Stock to the
holders and/or the registered pledgees of the Subsidiary Tracking Stock, with
its profit distributable as dividends to shareholders or in accordance with
provisions concerning capital reduction.
(9) The Corporation may compulsorily convert, on any date following the third
anniversary of June 20, 2001 and determined by the Board of Directors of the
Corporation, each Share of Subsidiary Tracking Stock into the shares of Common
Stock of the Corporation in the number obtained by dividing the number obtained
by multiplying the Standard Market Price (as defined below) of the Shares of
Subsidiary Tracking Stock by 1.1 by the Standard Market Price (as defined below)
of the shares of Common Stock of the Corporation; provided, however, that such
conversion shall be implemented only in cases where the Common Stock of the
Corporation is listed on or registered at the stock exchange or over-the-counter
market as prescribed in the Articles of Incorporation of the Corporation
(hereinafter referred to as the "Stock Exchange").
(10) The "Standard Market Price" shall mean the average of the closing prices of
the relevant shares on the Stock Exchange determined in the method prescribed in
the Articles of Incorporation.
(11) The Corporation shall, without delay, compulsorily retire all the Shares of
Subsidiary Tracking Stock or compulsorily convert them into the shares of Common
Stock of the Corporation pursuant to (8) and (9) above if any of the following
events occur; provided, however, that such compulsory retirement or compulsory
conversion shall be made without delay on any day after the occurrence of any of
the following events and determined by the Board of Directors to resolve such
compulsory retirement or compulsory conversion notwithstanding (8) and (9)
above:
(i) SCN disposes of, by way of transfer or otherwise, those assets
with value not less than eighty percent (80%) of the consolidated total assets
on SCN's consolidated balance sheet (or the total assets on SCN's balance sheet
if SCN does not prepare a consolidated balance sheet) for the most recent
accounting period or those businesses where the consolidated net sales on SCN's
consolidated income statement (or the net sales on SCN's income statement if SCN
does not prepare a consolidated income statement) for the most recent accounting
period is anticipated to decrease not less than eighty percent (80%); provided,
however, that the disposition of such assets or businesses to a company whose
issued shares are all, directly or indirectly, owned by SCN are excluded;
(ii) SCN ceases to be a subsidiary of the Corporation;
(iii) a situation continues for at least three (3) months where
the total number of the Shares of Common Stock of SCN directly owned by the
Corporation are less than the number obtained by multiplying the total number of
the Shares of Subsidiary Tracking Stock by the Standard Ratio;
(iv) SCN makes a resolution to dissolve;
(v) SCN files a petition in bankruptcy or other similar procedure,
or a declaration of bankruptcy or other similar court decision is made with
respect to SCN; or
(vi) an event that falls within the requirements for the delisting
or the cancellation of registration of the Shares of Subsidiary Tracking Stock
occurs at all the Stock Exchanges where the Shares of Subsidiary Tracking Stock
are listed or registered.
(12) The Corporation shall, without delay, compulsorily retire all the Shares of
Subsidiary Tracking Stock or compulsorily convert them into the Shares of Common
Stock of the Corporation pursuant to (8) and (9) above if the listing or
registration of the shares of Common Stock of SCN on a Stock Exchange is
approved; provided, however, that such compulsory retirement or compulsory
conversion shall be made on the day immediately preceding the day of such
listing or registration or on any prior day determined by the Board of Directors
of the Corporation notwithstanding (8) and (9) above. The Corporation may
compulsorily retire all the Shares of the Subsidiary Tracking Stock on the day
of such listing or registration or on any prior day determined by the Board of
Directors of the Corporation by delivering per share of the Subsidiary Tracking
Stock, the Shares of Common Stock of SCN in the number obtained by multiplying
one (1) by the Standard Ratio as of such day or determined day, with its profit
distributable as dividends to the shareholders or in accordance with the
provisions concerning capital reduction.
(13) The Standard Ratio shall be adjusted in accordance with the method
prescribed in the Articles of Incorporation of the Corporation in cases where
the Shares of the Subsidiary Tracking Stock are to be issued at a price less
than the market price, the Shares of the Common Stock of SCN are to be issued at
a price less than the market price, or otherwise prescribed in the Articles of
Incorporation.
(14) The Corporation may consolidate or split the shares of Common Stock of the
Corporation and/or the Shares of Subsidiary Tracking Stock. The Corporation may
grant the shareholders of Common Stock the right to subscribe for shares of
Common Stock and/or the shareholders of Subsidiary Tracking Stock the right to
subscribe for Shares of Subsidiary Tracking Stock. The Corporation may make
stock splits with respect to the shares of Common Stock and the Shares of
Subsidiary Tracking Stock at the same time in different split ratios. In
addition, the Corporation may grant the shareholders of Common Stock the right
to subscribe for shares of Common Stock and the shareholders of Subsidiary
Tracking Stock the right to subscribe for Shares of Subsidiary Tracking Stock at
the same time on different terms.
(15) Details with respect to the Shares of Subsidiary Tracking Stock shall be
subject to the details prescribed in the Articles of Incorporation of the
Corporation.
