TIDMSON
Sony Corporation1-7-1 Konan, Minato-kuTokyo, 108-0075 Japan
Sony Corporation to Issue Stock Acquisition Rights for the
Purpose of Granting Stock Options
October 28, 2010--Sony Corporation (the "Corporation") resolved
at a meeting of its Board of Directors today to issue stock
acquisition rights ("Stock Acquisition Rights") for the purpose of
granting stock options, pursuant to the provisions of Articles 236,
238 and 239 of the Companies Act of Japan and to the approval of
the Corporation's 93rd Ordinary General Meeting of Shareholders
held on June 18, 2010.
I. The reason the Corporation will issue Stock Acquisition
Rights for the purpose of granting stock options
The Corporation will issue stock acquisition rights to
directors, corporate executive officers and employees of the
Corporation and of its subsidiaries for the purpose of giving
directors, corporate executive officers and employees of the
Corporation and of its subsidiaries an incentive to contribute
towards the improvement of the business performance of the
Corporation and of its group companies (collectively the "Group")
and thereby improving the business performance of the Group by
making the economic interest which such directors, corporate
executive officers or employees will receive correspond to the
business performance of the Group.
II. The principal terms of the issue
The Twentieth Series of Stock Acquisition Rights
1. Persons to whom Stock Acquisition Rights will be allocated
and number of Stock Acquisition Rights to be allocated:
Number of persons
(Number of Stock Acquisition Rights)
Directors of the Corporation 12 ( 216)
Corporate executive officers 5 (1,900)
of the Corporation
Employees of the Corporation 178 (3,450)
Directors of the subsidiaries 75 (1,141)
of the Corporation
Employees of the subsidiaries 114 (1,319)
of the Corporation
total: 384 (total: 8,026)
2. Class and number of shares to be issued or transferred upon
exercise of Stock Acquisition Rights:
802,600 shares of common stock of the CorporationThe number of
shares to be issued or transferred upon exercise of each Stock
Acquisition Right (the "Number of Granted Shares") shall be 100
shares.
3. Aggregate number of Stock Acquisition Rights:
8,026
4. Payment in exchange for Stock Acquisition Rights:
Stock Acquisition Rights are issued without payment of any
consideration to the Corporation.
5. Amount of assets to be contributed upon exercise of Stock
Acquisition Rights:
The amount of assets to be contributed upon exercise of each
Stock Acquisition Right shall be the amount obtained by multiplying
the amount to be paid per share to be issued or transferred upon
exercise of Stock Acquisition Rights (the "Exercise Price") by the
Number of Granted Shares. The Exercise Price shall initially be the
average of the closing prices of the Common Stock in the regular
trading thereof on the Tokyo Stock Exchange (each the "Closing
Price") for the ten (10) consecutive trading days (excluding days
on which there is no Closing Price) immediately prior to the date
on which the Corporation fixes the Exercise Price (such date, the
"Allotment Date") of such Stock Acquisition Rights (any fraction
less than one (1) yen arising as a result of such calculation shall
be rounded up to the nearest one (1) yen); provided, however, that
if such calculated price is lower than either (i) the average of
the Closing Prices for the thirty (30) consecutive trading days
(excluding days on which there is no Closing Price) commencing
forty-five (45) trading days immediately before the Allotment Date
(any fraction less than one (1) yen arising as a result of such
calculation shall be rounded up to the nearest one (1) yen), or
(ii) the Closing Price on the Allotment Date of Stock Acquisition
Rights (if there is no Closing Price on such date, the Closing
Price on the immediately preceding trading day), the Exercise Price
shall be the higher price of (i) or (ii) above.
6. Period during which Stock Acquisition Rights may be
exercised:
From and including November 18, 2011, up to and including
November 17, 2020. 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.
7. Conditions for the exercise of Stock Acquisition Rights:
(1) No Stock Acquisition Right may be exercised in part.(2) In
the event of a resolution being passed at a general meeting of
shareholders of the Corporation for an agreement for any
consolidation, amalgamation or merger (other than a consolidation,
amalgamation or merger in which the Corporation is the continuing
corporation), or in the event of a resolution being passed at a
general meeting of shareholders of the Corporation (or, where a
resolution of a general meeting of shareholders is not necessary,
at a meeting of the Board of Directors of the Corporation) for any
agreement for share exchange (kabushiki-kokan) or any plan for
share transfer (kabushiki-iten) pursuant to which the Corporation
is to become a wholly-owned subsidiary of another corporation,
Stock Acquisition Rights may not be exercised on and after the
effective date of such consolidation, amalgamation or merger, such
share exchange (kabushiki-kokan) or such share transfer
(kabushiki-iten).
8. Matters concerning the amount of capital and the additional
paid-in capital increased by the issuance of shares upon exercise
of Stock Acquisition Rights:
(1) The amount of capital increased by the issuance of shares
upon exercise of Stock Acquisition Rights shall be the amount
obtained by multiplying the maximum limit of capital increase, as
calculated in accordance with the provisions of Paragraph 1,
Article 17 of the Company Accounting Ordinance of Japan, by 0.5,
and any fraction less than one (1) yen arising as a result of such
calculation shall be rounded up to the nearest one (1) yen.(2) The
amount of additional paid-in capital increased by the issuance of
shares upon exercise of Stock Acquisition Rights shall be the
amount obtained by deducting the capital to be increased, as
provided in (1) above, from the maximum limit of capital increase,
as also provided in (1) above.
9. Mandatory repurchase of Stock Acquisition Rights:
Not applicable.
10. Restrictions on the acquisition of Stock Acquisition Rights
through transfer:
The Stock Acquisition Rights cannot be acquired through
transfer, unless such acquisition is expressly approved by the
Board of Directors of the Corporation. Transfer of the Stock
Acquisition Rights shall be subject to the restrictions provided
for in the allocation agreement.
11. Allotment Date of Stock Acquisition Rights:
November 18, 2010
The Twenty-first Series of Stock Acquisition Rights
1. Persons to whom Stock Acquisition Rights will be allocated
and number of Stock Acquisition Rights to be allocated:
Number of persons
(Number of Stock Acquisition Rights)
Corporate executive officers 3 (5,800)
of the Corporation
Employees of the Corporation 1 ( 300)
Directors of the subsidiaries 33 (2,276)
of the Corporation
Employees of the subsidiaries 625 (6,944)
of the Corporation
total: 662 (total: 15,320)
2. Class and number of shares to be issued or transferred upon
exercise of Stock Acquisition Rights:
1,532,000 shares of common stock of the CorporationThe number of
shares to be issued or transferred upon exercise of each Stock
Acquisition Right (the "Number of Granted Shares") shall be 100
shares.
3. Aggregate number of Stock Acquisition Rights:
15,320
4. Payment in exchange for Stock Acquisition Rights:
Stock Acquisition Rights are issued without payment of any
consideration to the Corporation.
5. Amount of assets to be contributed upon exercise of Stock
Acquisition Rights:
The amount of assets to be contributed upon exercise of each
Stock Acquisition Right shall be the amount obtained by multiplying
the amount to be paid per share to be issued or transferred upon
exercise of Stock Acquisition Rights (the "Exercise Price") by the
Number of Granted Shares. The Exercise Price shall initially be the
U.S. dollar amount obtained by dividing the average of the closing
prices of the Common Stock in the regular trading thereof on the
Tokyo Stock Exchange (each the "Closing Price") for the ten (10)
consecutive trading days (excluding days on which there is no
Closing Price) immediately prior to the date on which the
Corporation fixes the Exercise Price (such date, the "Allotment
Date") of such Stock Acquisition Rights (the "Reference Yen Price")
by the average of the exchange rate quotations by a leading
commercial bank in Tokyo for selling spot U.S. dollars by
telegraphic transfer against yen for such ten (10) consecutive
trading days (the "Reference Exchange Rate") (any fraction less
than one (1) cent arising as a result of such calculation shall be
rounded up to the nearest one (1) cent); provided, however, that if
the Reference Yen Price is lower than either (i) the average of the
Closing Prices for the thirty (30) consecutive trading days
(excluding days on which there is no Closing Price) commencing
forty-five (45) trading days immediately before the Allotment Date,
or (ii) the Closing Price on the Allotment Date of Stock
Acquisition Rights (if there is no Closing Price on such date, the
Closing Price on the immediately preceding trading day), the
Exercise Price shall be the U.S. dollar amount obtained by dividing
the higher price of (i) or (ii) above by the Reference Exchange
Rate (any fraction less than one (1) cent arising as a result of
such calculation shall be rounded up to the nearest one (1)
cent).
6. Period during which Stock Acquisition Rights may be
exercised:
From and including November 18, 2011, up to and including
November 17, 2020. 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.
7. Conditions for the exercise of Stock Acquisition Rights:
(1) No Stock Acquisition Right may be exercised in part.(2) In
the event of a resolution being passed at a general meeting of
shareholders of the Corporation for an agreement for any
consolidation, amalgamation or merger (other than a consolidation,
amalgamation or merger in which the Corporation is the continuing
corporation), or in the event of a resolution being passed at a
general meeting of shareholders of the Corporation (or, where a
resolution of a general meeting of shareholders is not necessary,
at a meeting of the Board of Directors of the Corporation) for any
agreement for share exchange (kabushiki-kokan) or any plan for
share transfer (kabushiki-iten) pursuant to which the Corporation
is to become a wholly-owned subsidiary of another corporation,
Stock Acquisition Rights may not be exercised on and after the
effective date of such consolidation, amalgamation or merger, such
share exchange (kabushiki-kokan) or such share transfer
(kabushiki-iten).
8. Matters concerning the amount of capital and the additional
paid-in capital increased by the issuance of shares upon exercise
of Stock Acquisition Rights:
(1) The amount of capital increased by the issuance of shares
upon exercise of Stock Acquisition Rights shall be the amount
obtained by multiplying the maximum limit of capital increase, as
calculated in accordance with the provisions of Paragraph 1,
Article 17 of the Company Accounting Ordinance of Japan, by 0.5,
and any fraction less than one (1) yen arising as a result of such
calculation shall be rounded up to the nearest one (1) yen.(2) The
amount of additional paid-in capital increased by the issuance of
shares upon exercise of Stock Acquisition Rights shall be the
amount obtained by deducting the capital to be increased, as
provided in (1) above, from the maximum limit of capital increase,
as also provided in (1) above.
9. Mandatory repurchase of Stock Acquisition Rights:
Not applicable.
10. Restrictions on the acquisition of Stock Acquisition Rights
through transfer:
The Stock Acquisition Rights cannot be acquired through transfer
(other than any transfer upon the death of a holder of the Stock
Acquisition Rights to such holder's estate or beneficiaries),
unless such acquisition is expressly approved by the Board of
Directors of the Corporation. Transfer of the Stock Acquisition
Rights shall be subject to the restrictions provided for in the
allocation agreement.
11. Allotment Date of Stock Acquisition Rights:
November 18, 2010
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