EXHIBIT 4.1
(English translation)
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 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 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 October 23, 2003:
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 Terms and Conditions of 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 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 Number of Granted Shares for which the Qualified Person has not
exercised the Stock Acquisition Rights at the time of such adjustment.
Any fraction less than 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"):
4,101 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 (1) unit of shares: 100 shares
Article 5 (Restrictions on and Conditions for Exercise of 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 (any
fraction less than one (1) Stock Acquisition Right shall be disregarded)
(hereinafter referred to as the "First Exercisable Portion") is exercisable as
from and including the commencement date of the period provided for in Item (5)
of Article 3 (hereinafter referred to as the "Commencement Date of Exercisable
Period"), 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 allocated to such Qualified Person (any fraction less than one (1) Stock
Acquisition Right shall be disregarded) (hereinafter referred to as the "Second
Exercisable Portion") is exercisable as from and including November 14, 2005 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 allocated to such Qualified Person is
exercisable as from and including November 14, 2006.
2. In case that the Qualified Person forfeits either status as a director,
corporate executive officer or employee of the Corporation or group companies of
the Corporation (subsidiaries and affiliates of the Corporation as defined in
the "Rules Concerning Terminology, Form and Method of Preparation of Financial
Statements, etc. undFer the Japanese Securities and Exchange Law", hereinafter
collectively referred to as the "Sony Group Companies") by falling under any of
the following items, the exercise of the Stock Acquisition Rights shall be
subject to the restrictions provided for in such following 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.
(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 the Sony Group Companies 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, corporate
executive officer or employee of the Corporation or the Sony Group Companies
(hereinafter referred to as the "Status Forfeit Date");
(2) In case that the Qualified Person ceases to be a director,
corporate executive officer or employee of the Corporation or the Sony Group
Companies 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") until and including the day on which one (1) year after the
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 the 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 until and including the day on which one (1) 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 as a
director, corporate executive officer or employee of the Corporation or the Sony
Group Companies due to any other events:
The Qualified Person may exercise the Exercisable Stock Acquisition
Rights until and including the day on which one (1) year after the Status
Forfeit Date elapses, but may not exercise the Unexercisable Stock Acquisition
Rights on and after the 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 until and including the day on which
one (1) year after the Status Forfeit Date elapses.
3. The Qualified Person may not exercise the Stock Acquisition Rights in any of
the following cases:
(1) In case that the Qualified Person works for a competitor
of the Corporation or of any of the Sony Group Companies
as such competitor's officer, employee or consultant, and
the Representative Corporate Executive Officer of the
Corporation determines not to permit the exercise by such
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 of the Sony Group Companies.
(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 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 Stock Acquisition Rights)
1. In case that the Qualified Person dies, the heir of such 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 such
Qualified Person may not exercise the Stock Acquisition Rights if such Qualified
Person has given a prior written notice to the Corporation in the form
prescribed by the Corporation to the effect that such 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 as a director, corporate
executive officer or employee of the Corporation or the Sony Group Companies due
to any events provided for in each Item of Article 5, Paragraph 2 (excluding
Items (2)), the heir of such Qualified Person may exercise the Stock Acquisition
Rights during the period from and including such 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 such 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
(3) months or less are required);
(2) Seal registration certificate of the heirs (Those issued within
three (3) 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 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 Securities and Exchange Law, Etc.)
1. The Qualified Person shall, in selling the 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 such Qualified Person has acquired upon exercise of the Stock
Acquisition Rights, confirm in advance with the Investor Relations Office 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 Stock
Acquisition 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 Stock Acquisition Rights may not be offered, sold,
encumbered or otherwise disposed (including those by depositing the same
with any depositary), except (i) 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.; (ii) in compliance with the
exemption from registration under the Securities Act in accordance with
Rule 144 (if applicable); (iii) 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 (iv) 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 the Sony Group Companies) or
sending electronic data to the e-mail address of the Qualified
Person at the Corporation (including the Sony Group Companies);
or
(3) giving notice on the web site of the Corporation (including the
Sony Group Companies).
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.
November 14, 2003
SONY CORPORATION
0-00, Xxxxxxxxxxxxx 0-xxxxx, Xxxxxxxxx-xx, Xxxxx
By:
Xxxxxxxx Xxxx
Representative Corporate Executive
Officer, Chairman and Group CEO
QUALIFIED PERSON
By:
Name:
Address:
(English translation)
Exhibit 1
TERMS AND CONDITIONS OF THE FOURTH 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 Fourth 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 November 14, 2003 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 October 23,
2003:
1. Aggregate Number of Stock 13,978 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 (1) In the case that the Corporation splits
of Shares to be Issued or or consolidates its shares of common stock, the
Transferred upon Exercise number of shares to be issued or transferred
of Each Stock Acquisition upon exercise of each Stock Acquisition Right
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 = Granted x split or
Shares after Shares before consolidation
adjustment adjustment
(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 for the Stock Acquisition Rights
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 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 pursuant to Condition 7 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 The Stock Acquisition Rights are issued without
Acquisition Rights the payment to the Corporation of any
consideration.
5. Issue Date of Stock November 14, 2003
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 4,101 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 immediately following the
allocation date, and in 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
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 immediately 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
Initial Shares
Number of Exercise Price - Exercise Price x before
shares to be = before adjustment after adjustment Approval
additionally ----------------------------------------------------------------
issued or Exercise Price after adjustment
transferred
(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 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 November 14, 2004 to and
Acquisition Rights May be including November 13, 2013. If the last day of
Exercised 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 (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
Stock Acquisition 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 Stock Acquisition Rights may not be
offered, sold, encumbered or otherwise disposed
(including those by depositing the same with any
depositary), except (i) 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.; (ii) in compliance with the
exemption from registration under the Securities
Act in accordance with Rule 144 (if applicable);
(iii) 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
(iv) pursuant to any other applicable exemption
from registration under the Securities Act with
the consent of the Corporation.
11. Cancellation of Stock Not applicable.
Acquisition Rights
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
Acquisition Rights Form for Exercise of the Stock Acquisition
Rights" referred to in item (1) of Condition 13
and the certificates for the Stock Acquisition
Rights to be exercised (if issued), that is
accepted at the place where applications for
exercise of the Stock Acquisition Rights are
made, are delivered to the payment handling
place and the Amount of Payment 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 in Case that Stock and cash distribution as provided in Article
Acquisition Rights are 293-5 of the Commercial Code of Japan (interim
Exercised during Accounting dividends) on shares of common stock of the
Period Corporation issued or transferred upon exercise
of the Stock Acquisition Rights, such shares
shall be deemed to have been issued or
transferred, 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 2003 (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 November 14, 2004 to and including November 13, 2013 (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 2003 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 (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.
