EXHIBIT 4.2
AGREEMENT CONCERNING
ALLOCATION OF THE STOCK ACQUISITION RIGHTS
OF SONY CORPORATION
FOR THE FISCAL YEAR 2003
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 the allocation of the stock
acquisition rights (hereinafter referred to as the "Options") to be issued by
the Corporation pursuant to the provisions of the terms and conditions of the
Options (hereinafter referred to as the "Terms and Conditions") set forth in
Exhibit 1 attached hereto and pursuant to the special resolution adopted at the
86th Ordinary General Meeting of Shareholders held on June 20, 2003 and the
resolution adopted at the meeting of the Board of Directors held on March 26,
2004:
Article 1 (Purpose and Administration)
The primary purpose of allocating the Options to the Qualified Person is
to enhance the willingness of the Qualified Person 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. This
Agreement and the Terms and Conditions shall be administered by the Corporation,
and such representative corporate executive officers or other persons as the
Corporation may designate from time to time who represent the Corporation in
respect of this Agreement, the Terms and Conditions and the Options.
Article 2 (Restrictions under the Terms and Conditions and this Agreement)
The Options shall be subject to (1) the Terms and Conditions, which are
attached to this Agreement as Exhibit 1 and form an integral part of this
Agreement, and (2) the conditions and restrictions provided for in this
Agreement. The Qualified Person agrees to be bound by the conditions and
restrictions set forth in the Terms and Conditions and this Agreement.
Notwithstanding the provisions of the Terms and Conditions, the exercise of the
Options is further subject to such additional conditions as set forth herein. In
particular, the exercise of the Options is subject to the restrictions under
Articles 5 and 7.
Article 3 (Allocation of the Options)
Pursuant to this Agreement, the Corporation allocates the following
Options 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 Options allocated to the Qualified Person:
(________ shares may be issued or transferred upon the exercise
by the Qualified Person of all Options allocated to the Qualified
Person pursuant to this Agreement.)
(2) Class and number of shares to be issued or transferred upon exercise
of each Option:
100 shares of common stock of the Corporation
(3) Amount to be paid per share to be issued or transferred upon
exercise of the Options (hereinafter referred to as the "Exercise
Price") is initially:
US$40.90
(4) Period during which the Options may be exercised:
From and including April 1, 2004, to and including March 31, 2014
(the "Term"), however, exercise of the Options is subject to the
restrictions provided for in Article 5.
The number of shares to be issued or transferred upon exercise of each Option
and the Exercise Price may be adjusted pursuant to the provisions of the Terms
and Conditions.
Article 4 (Information on Corporation and its Shares)
Basic information on the Corporation and its shares is as set forth in
Exhibit 2 attached hereto.
Article 5 (Vesting, Conditions for Exercise of the Options and Prohibition of
Disposition)
(1) Exercise of the Options is further subject to the restrictions as
set forth in Exhibit 3 attached hereto.
(2) Except as provided in Article 7, the Options, whether vested or
unvested, are nontransferable by the Qualified Person.
Article 6 (Procedures for Exercising the Options)
Procedures for exercising the Options shall be provided for in the Terms
and Conditions, and in addition, detailed matters concerning such procedures
shall be provided for in a "Guide to the Sony Stock Option Program" separately
provided and delivered by the Corporation or one of its subsidiaries to the
Qualified Person no later than the date on which the Options held by the
Qualified Person first become exercisable pursuant to Article 5.
Article 7 (Inheritance of the Options)
Upon the death of the Qualified Person, outstanding Options granted to
such Qualified Person may be exercised only by the executors or administrators
of the Qualified Person's estate or by any person or persons who shall have
acquired such right to exercise by will or by the laws of descent and
distribution, provided that no transfer by will or the laws of descent and
distribution of any Option, or the right to exercise any Option, shall be
effective to bind the Corporation unless the Corporation shall have been
furnished with (a) a written notice thereof and a copy of the will and/or such
evidence as the Corporation may deem necessary to establish the validity of the
transfer and (b) an agreement by the transferee to comply with all the terms and
conditions of the Options that are or would have been applicable to the
Qualified Person (other than any terms and conditions relating to employment
with the Corporation or one of its subsidiaries) and to be bound by the
acknowledgements made by the Qualified Person in connection with the grant of
the Options.
Article 8 (Issue of Certificate for the Options)
The Qualified Person shall not request the Corporation to issue
certificates for the Options.
Article 9 (Issuance of ADRs)
The Corporation currently maintains an American Depositary Receipt
program in the United States pursuant to which American Depositary Receipts or
"ADRs" represent shares of common stock of the Corporation. During the time the
Corporation maintains an American Depositary Receipt program in the United
States, the Qualified Persons who exercise the Options will generally receive
ADRs in lieu of shares of common stock of the Corporation as follows. Upon
exercise of an Option, certificates for shares of common stock of the
Corporation acquired upon the exercise of such Option shall be issued in the
name of the depositary under the Sony American Depositary Receipt Program for
the benefit of the Qualified Person. Upon receipt of shares of common stock of
the Corporation upon the exercise of an Option, the depositary under the Sony
American Depositary Receipt Program shall immediately and automatically issue
ADRs representing such shares of common stock of the Corporation in the name of
the applicable Qualified Person and shall deliver such ADRs to such Qualified
Person (or to an account held for the benefit of such Qualified Person) as soon
as practicable following the effective date on which such issuance occurs. For
simplicity, all references in this Agreement and the Terms and Conditions to
shares of common stock of the Corporation will be deemed to also refer to ADRs.
Article 10 (Treatment in Events of Merger and Consolidation)
1. In the event of (a) any consolidation or amalgamation of the Corporation
with, or merger of the Corporation into, any other corporation (other than a
consolidation, amalgamation or merger in which the Corporation is the continuing
corporation) or (b) any other corporate transaction (excluding any transaction
described in (a) above, a share exchange or a share transfer) involving the
Corporation, including a dissolution or liquidation of the Corporation, a sale
of all or substantially all of the Corporation's assets, corporate split, or any
other similar transaction, the Corporation may (x) cause the entity resulting
from such transaction to execute an agreement providing that a holder of the
Options shall have the right during the Term to exercise the Options and upon
such exercise of the Options to receive the class and amount of shares and other
securities and property receivable upon such transaction by a holder of the
number of shares in respect of which the Options could have been exercised
immediately prior to such transaction or (y) prevent from being exercised,
effective immediately upon the occurrence of such transaction, each Option
outstanding immediately prior to such transaction (whether or not then
exercisable).
2. In the event that the Corporation enters into a definitive agreement or makes
a decision by board resolution or approval of shareholders' meeting to
effectuate one or more of the transactions or events described in (a) or (b) in
the immediately preceding paragraph (in this paragraph 2, including a share
exchange and a share transfer), the Corporation may provide not less than twenty
days advance notice to the Qualified Person from the consummation of such
transaction or event and give the Qualified Person the opportunity to exercise
their Options (whether or not such Options are then vested or exercisable),
immediately prior to, and subject to, the consummation of such transaction or
event.
Article 11 (Withholding by the Corporation)
In connection with Condition 14(2), the Corporation or its designee is
authorized to withhold from any payment relating to an Option or from any
payroll or other payment to the Qualified Person, amounts of withholding and
other taxes or fees due in connection with the Option, and to take any other
action as the Corporation may deem advisable to enable the Corporation and the
Qualified Person to satisfy obligations for the payment of withholding taxes,
other tax obligations and other costs and fees relating to the Options. This
authority shall include, either on a mandatory or elective basis in the
discretion of the Corporation, authority (a) to withhold or receive shares of
common stock of the Corporation or other property and (b) to make cash payments
in respect thereof in satisfaction of the Qualified Person's tax obligations and
other costs and fees relating to the Options.
Article 12 (Compliance with the Applicable Securities Law, Etc.)
The Qualified Person shall, in selling the shares of common stock of the
Corporation acquired upon exercise of the Options, confirm in advance with the
Corporation that such proposed sale is permissible under any and all applicable
policies, programs, arrangements or other provisions relating to xxxxxxx xxxxxxx
maintained by the Corporation or any of its subsidiaries and shall comply with
any and all applicable laws and regulations, including but not limited to U.S.
and Japanese laws.
Article 13 (Amendment to this Agreement and Treatment of Matters Not Provided
for in this Agreement)
1. This Agreement (including any Exhibit to this Agreement) cannot be modified
or amended in any manner except by a further agreement expressly stating the
intention to modify this Agreement and which is signed by both parties to this
Agreement. 2. Notwithstanding the immediately preceding paragraph, 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 any applicable laws of any other
jurisdiction, 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.3. 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 and such
representative corporate executive officers or other persons as the Corporation
may designate from time to time to represent the Corporation in respect of the
Terms and Conditions, the Options and this Agreement. Decisions of the
Corporation or such representative corporate executive officersor other persons
as the Corporation may designate from time to time to represent the Corporation
in respect of the Terms and Conditions, the Options and this Agreement shall be
final and binding on all parties. None of the Corporation or such representative
corporate executive officers or other persons as the Corporation may designate
from time to time to represent the Corporation in respect of the Terms and
Conditions, the Options or this Agreement shall be liable to any Qualified
Person for any action, omission or determination relating to the Terms and
Conditions, the Options or this Agreement.
Article 14 (Manner of Notice)
Notices by the Corporation to the Qualified Person under the Terms and
Conditions and this Agreement shall be made in any of the following manners:
(1) delivering (including mailing) a written notice to the address of
the Qualified Person set forth in the register of the
Options;
(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 (Construction)
Nothing herein shall be construed to give the Qualified Person any right
or entitlement to receive options to purchase common stock of the Corporation in
the future from the Corporation or any of its subsidiaries. Nothing contained
herein shall confer upon the Qualified Person any right to continue in the
employment of the Corporation or any of its subsidiaries or constitute any
contract or agreement of employment or interfere in any way with the right of
the Corporation or its subsidiaries to reduce or modify a Qualified Person's
compensation in existence at the time of the granting of any Option or
otherwise, or to terminate a Qualified Person's employment or change the
Qualified Person's position or the terms of employment with or without cause.
Nothing contained herein shall prevent the Corporation from, and the Corporation
expressly reserves the right to, modify the terms and conditions of options to
purchase common stock of the Corporation, if any, that are or may be granted in
the future.
Article 16 (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, this Agreement and the grant of the Options provided for
herein shall be effective as of the date that two (2) originals of this
Agreement have been prepared and executed by seal impressions or signatures by
the Corporation and the Qualified Person, each party retaining one (1) original.
SONY CORPORATION
0-00, Xxxxxxxxxxxxx 0-xxxxx, Xxxxxxxxx-xx,
Xxxxx
By:
Xxxxxxxx Xxxx
Chairman and Group Chief Executive Officer,
Representative Corporate Executive Officer
Date: March 31, 2004
QUALIFIED PERSON
By:
Name:
Address:
Date: March 31, 2004
Exhibit 1
TERMS AND CONDITIONS OF THE SIXTH 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 Sixth Series of Stock Acquisition Rights for Shares of Common Stock
(hereinafter referred to as the "Options") of Sony Corporation (hereinafter
referred to as the "Corporation") issued on March 31, 2004 by the Corporation in
accordance with the special resolution adopted at the 86th Ordinary General
Meeting of Shareholders held on June 20, 2003 and the resolution adopted at the
meeting of the Board of Directors held on March 26, 2004:
1. Aggregate Number of Options
12,236
2. Class and Number of Shares to be Issued or Transferred upon Exercise of Each
Option
100 shares of common stock of the Corporation (hereinafter referred to as
"Common Stock")
3. Adjustment of Number of Shares to be Issued or Transferred upon Exercise of
Each Option
(1) In the case that the Corporation splits or consolidates Common
Stock, the number of shares to be issued or transferred upon
exercise of each Option (hereinafter referred to as the "Number
of Granted Shares per Option") shall be adjusted in accordance
with the following formula:
Number of Granted Shares per = Number of Granted Shares per x Ratio of split or
Option after adjustment Option before adjustment consolidation
(2) An adjustment to the Number of Granted Shares per Option under the
immediately preceding item shall be made only with respect to the
Number of Granted Shares per Option for the Options which have not
been exercised at the time of the adjustment. Any fraction less than
one (1) share resulting from the adjustment shall be disregarded.
(3) The effective date of the Number of Granted Shares per Option after
adjustment shall be the same day as the date on which the Exercise
Price after adjustment becomes effective as provided for in item (2)
of Condition 7 with regard to the adjustment of the Exercise Price
pursuant to Condition 7 for the same reason as the adjustment of the
Number of Granted Shares per Option.
(4) When the Number of Granted Shares per Option is adjusted, the
Corporation shall give notice of necessary matters to each holder of
the Options registered in the register of Options, no later than the
day immediately preceding the effective date of the Number of
Granted Shares per Option 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 Options
The Options are issued without the payment to the Corporation of any
consideration.
5. Issue Date of Options
March 31, 2004
6. Exercise Price of Options
The amount to be paid in per share to be issued or transferred upon
exercise of the Options (the "Exercise Price") is initially US$40.90.
7. Adjustment of Exercise Price
(1) In the case that the Corporation splits or consolidates Common Stock
after the issue date of the Options, the Exercise Price shall be
adjusted in accordance with the following formula, and any fraction
less than one (1) cent resulting from the adjustment shall be
rounded up to the nearest one (1) cent:
Exercise Price after = Exercise Price before x 1
adjustment adjustment -------------------
Ratio of split or
consolidation
(2) In the case that the Exercise Price is adjusted pursuant to the
immediately preceding item, the effective date of the Exercise Price
after adjustment shall be as set forth below:
The Exercise Price after adjustment shall become effective, in the
case of a stock split, on and after the day immediately following
the allocation date for such stock split, and in the case of a stock
consolidation, on and after the day immediately 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 Common Stock on condition that an
agenda on transferring profits available for dividends to stated
capital is approved by an 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, Common Stock in such
number as calculated in accordance with the following formula shall
be issued or transferred to the holders of the Options who exercise
the Options from the day immediately following the allocation date
for the stock split up to the conclusion date of the relevant
General Meeting of Shareholders. (The number of shares to be
initially issued or transferred upon such exercise of the Options
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 calculation shall be disregarded.
Exercise Price Exercise Price after Number of Initial
Number of shares to be before adjustment - adjustment x Shares before Approval
additionally issued or - --------------------------------------------------------------------------
transferred 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 a manner deemed to be appropriate by the Corporation
in the following cases.
(i) When the Exercise Price is required to be adjusted due to a
merger, capital reduction, or corporate 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 due to the occurrence of an event that
cause or may cause a change in the total number of the issued
Common Stock.
(4) When the Exercise Price is adjusted, the Corporation shall give
notice of necessary matters to each holder of the Options registered
in the register of Options, 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 Options May be Exercised
From and including April 1, 2004, up to and including March 31, 2014. If
the last day of such period falls on a holiday of the Corporation, the
immediately preceding business day shall be the last day of such period.
9. Conditions for Exercise of Options
(1) Each Option may not be exercised in part.
(2) If a share exchange or share transfer by which the Corporation
becomes a wholly-owned subsidiary of another company is approved at
the General Meeting of Shareholders of the Corporation, the holders
of the Options may not exercise the Options on and after the
effective date of such share exchange or share transfer.
10. Restrictions under the U.S. Securities Act and Other Matters
The Corporation shall not be obligated to effect the registration
pursuant to the U.S. Securities Act of 1933, as amended, of any Common
Stock to be issued or transferred upon exercise of the Options or to
effect similar compliance under any state laws. Notwithstanding anything
herein to the contrary, the Corporation shall not be obligated to issue
or cause to be issued or delivered any certificates evidencing or
representing Common Stock pursuant to these terms and conditions unless
and until the Corporation is advised by its legal counsel that the
issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authorities and the
requirements of any securities exchange on which Common Stock is traded.
The Corporation may require, as a condition to the issuance and transfer
of Common Stock pursuant to these Terms and Conditions, that the
recipient of such Common Stock make such covenants, agreements and
representations, and that such certificates bear such legends, as the
Corporation deems necessary or desirable.
The exercise of any Option granted hereunder shall only become effective
at such time as counsel to the Corporation shall have determined that the
issuance and transfer of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental
authorities and the requirements of any securities exchange on which
Common Stock is traded. The Corporation may, in its sole discretion,
defer the effectiveness of the exercise of an Option granted hereunder to
allow the issuance and transfer of Common Stock upon such exercise to be
made pursuant to registration or an exemption from registration or other
methods for compliance available under federal or state securities laws.
The Corporation shall inform the holder of such Option in writing of the
decision to defer the effectiveness of the exercise of such Option
granted hereunder. During the period that the effectiveness of the
exercise of an Option has been deferred, the holder of such Option may,
by a written notice, withdraw such exercise and obtain the refund of any
amounts paid in connection with such exercise.
11. Mandatory Cancellation of Options
Not applicable.
12. Purchase and Cancellation of Options
The Corporation may acquire the Options from a holder of the Options
without any payment therefor when the holder agrees to return the Options
to the Corporation and the Corporation may cancel them.
13. Restrictions on Transfer of Options
The Options are non-transferable (other than any transfer upon the death of
a holder of the Options to such holder's estate or beneficiaries), unless
such transfer is expressly approved by the Board of Directors of the
Corporation.
14. Application for Exercise of Options and Manner of Payment
(1) In the case of exercise of the Options, the holder of the Options
shall fill in necessary matters on the "Application Form for Exercise
of the Options" in the form designated by the Corporation, and shall
submit such application form (including application for exercise of
the Options in an electromagnetic manner) to the place where
applications for exercise of the Options are made as provided for in
Condition 15, after affixing his or her name and seal or signature
(including electronic signature) thereon. If certificates for the
Options to be exercised are issued, the certificates shall be
submitted together with the Application Form for Exercise of the
Options. The Application Form for Exercise of the Options shall be
accepted at the place where applications for exercise of the Options
are made only on a business day at such place.
(2) The entire amount of the Exercise Price to be paid in upon exercise
of the Options, including any applicable taxes and all other costs or
fees associated with the exercise (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 16
at or before the date and time designated by the Corporation. The
entitlement of a holder of the Options to the receipt of Common Stock
upon exercise of an Option is subject to the payment in full of any
federal, state, local and foreign taxes of any kind required to be
withheld with respect to the exercise of such Option, as well as the
payment in full of any costs or fees (such as brokerage fees)
associated with the exercise of such Option.
(3) Except as provided for in Condition 10, any holder of the Options who
has submitted the documents required for exercise of the Options to
the place where applications for exercise of the Options are made,
may not cancel such exercise thereafter.
15. Place where Applications for Exercise of Options are Made
Sony Corporation of America, Human Resources, or its duly authorized
designee.
16. Payment Handling Place on Exercise of Options
Sumitomo Mitsui Banking Corporation, Head Office (or any successor bank of
such bank from time to time and/or any successor office of such office)
17. Effective Date and Time of Exercise of Options
(1) Except as provided for in Condition 10, the exercise of the Options
shall become effective when an Application Form for Exercise of the
Options referred to in item (1) of Condition 14 and the certificates
for the Options to be exercised (if issued) that are accepted at the
place where applications for exercise of the Options are made are
delivered to the payment handling place provided for in Condition 16
and the Amount of Payment provided for in Condition 14 is duly paid
to the Designated Account.
(2) The Corporation shall deliver the share certificates without delay
after the procedure for exercise of the Options is completed;
provided, however, that the Corporation shall not deliver share
certificates for shares constituting less than one (1) full unit of
shares.
18. Calculation of Dividend on Shares
With respect to the initial payment of annual dividends or cash
distribution as provided for in Article 293-5 of the Commercial Code of
Japan (interim dividends) on Common Stock issued or transferred upon
exercise of the Options, such shares shall be deemed to have been issued or
transferred, in the case that the Options are exercised during the period
from April 1 to September 30 in any year, on April 1 of that year, and in
the case that the Options are exercised during the period from October 1 in
any year to March 31 of the following year, on October 1 of that year.
19. Portion of Issue Price of a Share which Will not be Accounted for as Stated
Capital in Case a Share is Issued upon Exercise of Options
The portion of the issue price of a share which will not be accounted for
as stated capital shall be the amount obtained by reducing the amount
which will be accounted for as stated capital from the Exercise Price (if
the Exercise 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 under Condition 7, the Exercise Price after adjustment)
by 0.5, and any fraction less than one (1) cent resulting from such
calculation shall be rounded up to the nearest one (1) cent.
20. Issue of Certificates for Options
Certificates for the Options shall be issued only when a holder of the
Options requests the Corporation to issue such certificates of Options.
21. Loss of Certificates for Options
(1) In the case that any holder of the Options that has lost a
certificate for any Options notifies the Corporation of its
certificate number and the reason for such loss and other matters and
requests the issue and delivery of a replacement certificate for such
Options together with a certified copy of the final judgment of
nullification of the subject lost certificate, the Corporation may
issue and deliver a replacement certificate for such Options.
(2) In the case of destruction or defacement of a certificate for any
Options, the holder of such destroyed or defaced certificate for such
Option shall request the issue and delivery of a replacement
certificate for such Options by submitting such destroyed or defaced
certificate to the Corporation. In such case, the Corporation shall
issue and deliver a replacement certificate for such Options in
exchange for such destroyed or defaced certificate for such Options;
provided, however, that the provision above for loss of a certificate
for such Options shall apply mutatis mutandis when it is difficult to
determine whether such destroyed or defaced certificate for such
Option is genuine or not.
22. Expenses of Delivery of Replacement Certificates for Options
In the case of the issue and delivery of a replacement certificate for an
Option, the Corporation shall collect the actual expenses required therefor
from the person who so requested, unless such expenses are paid for by
another entity, which may include the Corporation or its subsidiaries or
affiliates.
23. Handling of Matters Relating to Abolition of Unit Share System
In the case that the Corporation abolishes the unit share system after
the issue date of the Options, the Corporation may take necessary
measures for handling the related matters thereto in a manner deemed as
appropriate by the Corporation in accordance with the provisions of the
Commercial Code of Japan and consistent with these terms and conditions.
Exhibit 2
Information on the 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 below)
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 full unit of stock: 100 shares
Details of the Shares of Subsidiary Tracking Stock are 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 (or, in a case where SCN is a
corporation having committees as provided for in the Law for Special
Exceptions to the Commercial Code concerning Audit, etc. of
Kabushiki-Kaisha (hereinafter referred to as the "Audit Special
Exceptions Law"), in the event that SCN's Board of Directors approves
such proposed appropriation of retained earnings), 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 (or, in a case where SCN is a corporation having committees
as provided for in the Audit Special Exceptions Law, because SCN's Board
of Directors has not approved such proposed appropriation of retained
earnings), 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 or the
Corporate Executive Officer to whom the determination has been delegated
by a resolution of 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 or the Corporate Executive Officer to whom the
determination has been delegated by a resolution of 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 of the Corporation to resolve such compulsory
retirement or compulsory conversion or the Corporate Executive Officer to
whom the determination has been delegated by a resolution of the Board of
Directors of the Corporation 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 or the Corporate Executive
Officer to whom the determination has been delegated by a resolution of
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
or the Corporate Executive Officer to whom the determination has been
delegated by a resolution of 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.
