Sony Group Corporation S-8


Exhibit 4.1 


 


Restricted
Stock Unit (RSU) Regulations


 


Chapter
I General Provisions


 


Article
1.1 (Purpose)


The
purpose of these Regulations (including any Exhibit; the same shall apply hereinafter) is for Sony Group Corporation (the “Corporation”)
to introduce a stock compensation plan where shares of its common stock (the “Share(s)”) are delivered after vesting
and to set out the circumstances under which the Corporation may issue or transfer the Shares (the issue or transfer of the Shares
is referred to as “deliver” or “delivery”) to the directors, officers or employees of the Corporation
or its subsidiaries as stock compensation for the purpose of giving the Recipients (as defined in Article 1.2; the same shall
apply hereinafter) an incentive to contribute towards the improvement of the business performance of the Sony Group and thereby
improve the business performance by making the economic interest, that the Recipient will receive, correspond to the business
performance of the Sony Group.


 


Article
1.2 (Recipients)


The
directors, officers and employees of the Corporation or its subsidiaries subject to these Regulations shall be those listed in
each of the following items and designated by the Corporation as the persons to whom the Shares are to be delivered (the “Recipient(s)”):


(1)
directors of the Corporation or its subsidiaries (including outside directors);


(2)
senior executives of the Corporation (including corporate executive officers); and


(3)
other officers and employees of the Corporation or its subsidiaries.


 


Article
1.3 (Types of Stock Compensation)


Under
these Regulations, the Corporation shall grant the Recipients stock compensation where the Corporation shall grant the Recipients
the number of units (the “Units”) (each Unit being a right to receive Shares in accordance with these Regulations;
the same shall apply hereinafter) predetermined by the Corporation and shall deliver to the Recipients the number of the Shares
that Vest (as defined below) in accordance with the method of vesting set forth in the Exhibit (the Restricted Stock Unit or the
“RSU”).


 


Chapter
II Granting of Units


 


Article
2.1 (Granting of Units)


		1.	When
                                         the Corporation grants the Units under these Regulations, the following matters shall
                                         be determined by (i) the compensation committee of the Corporation (the “Compensation
                                         Committee”), when the Units shall be granted to directors or corporate executive
                                         officers of the Corporation,
                                         or (ii) the representative corporate executive officer of the Corporation (the “Representative Corporate Executive Officer”), when the Units
                                         shall be granted to other persons:






		(1)	the
                                         Recipients of the Units;






		(2)	the
                                         number of the Units and the date of grant (the “Date of Grant”);






		(3)	the
                                         applicable method of vesting;






		(4)	the
                                         date of the Vesting (the “Vesting Date”) or method for determining the Vesting
                                         Date; and






		(5)	any
                                         other matters necessary for granting the RSU under these Regulations.



 






    1


     

    

 


		2.	The
                                         Recipients are not required to pay for the grant of the Units. The Units shall be granted
                                         by the Corporation by giving notice of the conditions of the RSU to the Recipients in
                                         writing, or by any other means the Corporation deems appropriate.



 


Chapter
III Vesting of Units


 


Article
3.1 (Vesting of Unit)


		1.	The
                                         Units shall Vest in accordance with the method set forth in the Exhibit and the Corporation
                                         shall deliver to the Recipient one (1) Share per Unit that Vests (the “Number of
                                         Shares for RSU”). In these Regulations, “Vesting”, “Vest”
                                         or “Vested” shall mean the vesting of the Units and the Recipient’s
                                         right to receive the Shares and the “Vesting Date” shall mean the date of
                                         vesting, in accordance with Chapters III and IV and the Exhibit.



 





		2.	If
                                         the total number of the issued Shares increases or decreases due to a stock consolidation
                                         or stock split (including free distribution of shares (musho wariate)) before
                                         the delivery of the Shares under the preceding Paragraph, the Number of Shares for RSU
                                         shall be adjusted by multiplying the Number of Shares for RSU before the adjustment by
                                         the ratio of the consolidation or split. In addition, if the Corporation conducts a merger
                                         or company split or if it is necessary in other cases to adjust the Number of Shares
                                         for RSU before the delivery of the Shares under the preceding Paragraph, the Corporation
                                         may appropriately adjust the Number of Shares for RSU to a reasonable extent.



 





		3.	If
                                         the Corporation deems it necessary to change the Vesting conditions set out in Paragraph
                                         1 of this Article and the Exhibit, the Corporation may change the conditions (i) for
                                         the directors or corporate executive officers of the Corporation by a resolution of the
                                         Compensation Committee or (ii) for other persons by a decision of the Representative
                                         Corporate Executive Officer.



 


Article
3.2 (Procedures for Delivery of Shares)





		1.	When
                                         the Units granted to a Recipient Vest, the Corporation shall deliver the Shares to the
                                         Recipient in accordance with these Regulations.



 





		2.	The
                                         Recipients shall take the necessary procedures for the delivery of the Shares designated
                                         by the Corporation. If a Recipient fails to take the procedures properly, the Recipient
                                         will lose his/her right to receive the Shares in respect of the relevant Units; provided,
                                         however, this shall not apply in cases where the prior consent of the Corporation is
                                         obtained.



 





		3.	The
                                         delivery of the Shares under Paragraph 1 shall be made by newly recording or transferring
                                         such Shares to the share account specified in the following Paragraph through a new issue
                                         or transfer of the treasury Shares in accordance with a decision of the Representative
                                         Corporate Executive Officer (the “Issuance or Transfer Decision”).



 





		4.	Each
                                         Recipient shall agree to use services and systems (the “Designated Management Services”)
                                         provided by a third party designated in advance by the Corporation and shall agree to
                                         and comply with the terms and conditions and other matters designated by such third party
                                         for the grant and management of the Units, and shall not be entitled to receive the Shares
                                         unless such Recipient agrees to and comply with the terms of conditions and other matters
                                         designated by such third party.



 





		5.	If
                                         the Corporation deems it necessary, each Recipient shall appoint the financial instruments
                                         business operator designated in advance by the Corporation, and shall establish a securities
                                         account in which any Shares shall be described or recorded through a method designated
                                         by the Corporation by the time of the Issuance or Transfer Decision. If the Corporation
                                         deems it necessary, in addition to Paragraph 4, each Recipient shall agree to use a third
                                         party designated in advance by the Corporation and shall agree to and comply with the
                                         terms and conditions and other matters designated by such third party for the procedures
                                         for the delivery of the Shares and for the management, disposal and other matters relating
                                         to the Shares, and shall not be entitled to receive the Shares unless such Recipient
                                         agrees to and comply with the terms and conditions and other matters designated by such
                                         third party.



 






    2


     

    

 





		6.	If
                                         the Recipients acquires the right to receive the Shares in accordance with these Regulations
                                         on the Vesting Date, the Corporation shall be obligated to deliver the Shares to the
                                         Recipients in accordance with these Regulations.



 





		7.	The
                                         Corporation or its subsidiaries shall grant to each Recipient a monetary compensation
                                         receivable in an amount equal to the amount calculated by multiplying the Number of Shares
                                         for RSU by the amount to be paid per Share in respect of the relevant issue or transfer
                                         of the Shares, and the Recipient shall acquire the Shares by contributing the monetary
                                         compensation receivable; provided, however, when all or part of the monetary compensation
                                         receivables granted to Recipients of the Corporation’s subsidiaries are granted
                                         by such subsidiaries, the Corporation shall assume such subsidiaries’ debt obligation
                                         owed to such Recipients of its subsidiaries in relation to such monetary compensation
                                         receivables pursuant to the cumulative debt assumption agreements between the Corporation
                                         and its subsidiaries. The Recipient of the Corporation’s subsidiaries shall contribute
                                         in kind both of the monetary compensation receivables granted by such subsidiaries and
                                         the monetary compensation receivables (if any) granted by the Corporation.



 





		8.	The
                                         amount to be paid per Share in respect of the issue or transfer of the Shares set out
                                         in the preceding paragraph shall be determined by the Corporation based on the closing
                                         price of the Share in the regular trading thereof on the Tokyo Stock Exchange on the
                                         trading day immediately preceding the date of the Issuance or Transfer Decision (or,
                                         if no transaction has been effected on such trading day, the closing price on the immediately
                                         preceding trading day) and at a price that is not particularly favourable to the Recipients
                                         receiving the Shares and within the range that will be comply with applicable laws and
                                         regulations.



 





		9.	Each
                                         Recipient agrees that the Shares to be delivered under Paragraph 1 are not American Depository
                                         Receipts (ADRs) but shares of common stock of the Corporation and that the monetary compensation
                                         receivable to be granted under Paragraph 7 shall be in Japanese yen.



 





		10.	If
                                         any special circumstances make it difficult to deliver the Shares or if the Corporation
                                         otherwise deems it necessary, the Corporation may, at its discretion, pay monies of equal
                                         value as a substitute for the delivery of the Shares.



 


Chapter
IV Other Units Handling


 


Article
4.1 (Extinguishment of Units)


		1.	The
                                         Recipient shall not be entitled to the delivery of any Shares if the Recipient abandons
                                         the Units.



 


		2.	The
                                         Units shall lapse and the Recipient will not be entitled to receive any Shares (in item
                                         (8) below, only the Units of which the conditions for the Vesting as provided for in
                                         these Regulations are no longer capable of being satisfied) in respect of those Units
                                         if any of the following occurs prior to the Vesting Date:



 


		(1)	The
                                         Recipient is subject to imprisonment or other serious criminal penalty;






		(2)	A
                                         petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation
                                         proceedings or the commencement of any other similar proceedings is filed against the
                                         Recipient;



 






    3


     

    

 





		(3)	A
                                         petition seeking an attachment, a provisional attachment, a provisional disposition,
                                         a compulsory execution or a public auction is filed against the Recipient, or the Recipient
                                         receives a penalty for any default on the payment of taxes or other public dues;






		(4)	(If
                                         the plan for the Units to be granted to the Recipient is other than Plan D as set forth
                                         in the Exhibit) the Recipient ceases to hold all the positions that he or she holds as
                                         a director, a corporate executive officer and/or any other officer at, and, if applicable,
                                         ceases to be an employee of, the Corporation or a Related Company of the Corporation
                                         (a “Related Company” means a “subsidiary (kogaisha)” as
                                         defined in Article 8, Paragraph 3 of the Ordinance on the Terminology, Forms and Preparation
                                         Methods of Financial Statements, etc. or an “affiliated company (kanren kaisha)”
                                         as defined in Paragraph 5 of such Article; and together with the Corporation, the “Group
                                         Companies”) (except for cases where the Recipient ceases to hold all such positions
                                         due to his or her death or any other justifiable reason that is approved by the Compensation
                                         Committee or the Representative Corporate Executive Officer);






		(5)	In
                                         the event that the Compensation Committee or the Representative Corporate Executive Officer
                                         deems that the Recipient has (a) violated the Sony Group Code of Conduct or any other
                                         written internal regulations of the Group Companies applicable to the Recipient, or has
                                         otherwise breached a duty of loyalty owed by the Recipient to the Group Companies, (b)
                                         breached the terms of any written employment or services agreement with the Group Companies
                                         applicable to the Recipient or (c) taken or failed to take any action that would constitute
                                         “cause” as defined in such agreement applicable to the Recipient;






		(6)	The
                                         Compensation Committee or the Representative Corporate Executive Officer determines that
                                         the Recipient is in violation of the provisions of these Regulations;






		(7)	The
                                         Recipient assumes the position of an officer, employee or consultant of, or other similar
                                         service-provider to, a company that is deemed by the Compensation Committee or the Representative
                                         Corporate Executive Officer to have a competitive relationship with the Group Companies
                                         (except for cases where the Recipient obtains the prior written approval of the Corporation);
                                         or






		(8)	to
                                         the extent that the conditions for the Vesting as provided for in these Regulations in
                                         respect of unvested Units are no longer capable of being satisfied.



 


Article
4.2 (Restriction on Disposal of Units)


The
Recipient may not transfer or encumber or otherwise dispose of any Units in any manner whatsoever.


 


Article
4.3 (Handling of Units upon Reorganization)


		1.	If:



 


		(1)	a
                                         merger (limited to where the Corporation is to be dissolved as a result of the merger);






		(2)	an
                                         absorption-type company split or incorporation-type company split in which the Corporation
                                         is to be split as a result of the company split (limited to where the Corporation is
                                         to allot all or a part of the consideration for the company split to the shareholders
                                         of the Corporation on the effective date of the company split);






		(3)	a
                                         share exchange or share transfer (limited to where the Corporation becomes a wholly-owned
                                         subsidiary as a result of the share exchange or share transfer);



 






    4


     

    

 





		(4)	a
                                         stock consolidation (limited to where the number of the Shares to be issued upon the
                                         Vesting of all of the unvested units granted to the Recipients become only fraction less
                                         than one (1) share as a result of the stock consolidation);






		(5)	an
                                         acquisition of all of the Shares conducted by attaching the wholly call clause set out
                                         in Article 108, Paragraph 1, Item 7 of the Companies Act of Japan; or






		(6)	a
                                         demand for share cash-out covering the Shares (meaning the demand for share cash out
                                         set out in Article 179, Paragraph 2 of the Companies Act of Japan),






(collectively,
the “Reorganization”) (limited to where the effective date of the Reorganization occurs prior to the delivery of the
Shares under Article 3.2) is approved at a shareholders’ meeting of the Corporation (or by the Board of Directors if the
approval at a shareholders’ meeting is not required under Item 2 or in the case of Item 6), the Corporation may decide by
the resolution of the Compensation Committee or the decision of the Representative Corporate Executive Officer, that any unvested
Units (as at immediately before the effective date of the Reorganization) will Vest in the number reasonably determined based
on the period that has elapsed between the Date of Grant and the effective date of the Reorganization or any other factors. The
Corporation shall issue or pay to Recipients the Shares, monies or the Shares of the other party to the Reorganization for the
Units Vested under the preceding sentence.


In
this Paragraph, the effective date of the Reorganization means:


		(i)	in
                                         the case of an absorption-type merger, the day on which the absorption-type merger becomes
                                         effective;






		(ii)	in
                                         the case of an incorporation-type merger, the day on which the company incorporated in
                                         the incorporation-type merger is incorporated;






		(iii)	in
                                         the case of an absorption-type company split, the day on which the absorption-type company
                                         split becomes effective;






		(iv)	in
                                         the case of an incorporation-type company split, the day on which the company incorporated
                                         in the incorporation-type company split is incorporated;






		(v)	in
                                         the case of a share exchange, the day on which the share exchange becomes effective,
                                         in the case of a share transfer, the day on which the wholly-owning parent company incorporated
                                         through the share transfer is incorporated;






		(vi)	in
                                         the case of a stock consolidation, the day on which the stock consolidation becomes effective;






		(vii)	in
                                         the case of the acquisition of all of the Shares conducted by attaching the wholly call
                                         clause set out in Article 108, Paragraph 1, Item 7 of the Companies Act, the acquisition
                                         day set out in Article 171, Paragraph 1, Item 3 of the Companies Act of Japan; and






		(viii)	in
                                         the case of a demand for share cash-out, the acquisition day set out in Article 179-2,
                                         Paragraph 1, Item 5 of the Companies Act of Japan.






		2.	In
                                         order to receive the Shares in respect of the Units that Vest under the preceding Paragraph,
                                         the Recipient shall take all required steps for the delivery of the Shares by the deadline
                                         determined by the Corporation.



 


Chapter
V Others


 


Article
5.1 (Expenses, Etc.)


		1.	The
                                         Recipient shall, at his/her expense and responsibility, pay any income tax and any other
                                         taxes or public charges imposed in relation to the acquisition and the Vesting of the
                                         Units and the related acquisition and disposal of the Shares delivered. The Recipient
                                         shall also bear all other related expenses incurred by the Recipient.



 






    5


     

    

 





		2.	If
                                         the Corporation or its subsidiaries has a withholding obligation for any tax or charge
                                         under the preceding Paragraph, the Recipient shall, at the instruction of the Corporation
                                         or its subsidiaries, pay an amount equivalent to such withholding amount by making a
                                         transfer to the specified bank account or by other methods designated by the Corporation
                                         or its subsidiaries before the specified deadline.



 





		3.	In
                                         connection with the preceding Paragraph, the Corporation or its designee is authorized
                                         to withhold from any payroll or other payment to the Recipients, amounts of withholding
                                         and other taxes or fees due in relation to the acquisition and the Vesting of the Units
                                         and the related acquisition and disposal of the Shares delivered, and to take any other
                                         action to the extent permissible under applicable law as the Corporation may deem advisable
                                         to enable the Corporation and the Recipients to satisfy obligations for the payment of
                                         withholding taxes, other tax obligations and other costs and fees. 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 Recipients’
                                         tax obligations and other costs and fees in relation to the acquisition and the Vesting
                                         of the Units and the related acquisition and disposal of the Shares delivered.



 


Article
5.2 (Compliance with Relevant Laws and Ordinances)


		1.	In
                                         addition to these Regulations, the Recipients shall comply with the Companies Act of
                                         Japan, the Financial Instruments and Exchange Act of Japan, and all other relevant laws
                                         and regulations, including, but not limited to, applicable U.S. laws, as well as all
                                         internal regulations of the Corporation or its subsidiaries, including, but not limited
                                         to, the Rules for Prevention of Insider Trading established by the Corporation which
                                         are applicable to the Recipients in relation to the acquisition and the Vesting of the
                                         Units and the related acquisition and disposal of the Shares.



 





		2.	The
                                         Recipient shall, in selling the Shares acquired as a result of the Vesting of the Units,
                                         confirm in advance with the Legal Division of the Corporation or its subsidiaries (or
                                         any other department of the Corporation or its subsidiaries in charge of such matters
                                         at the time), that such proposed sale is permissible under the Companies Act of Japan,
                                         the Financial Instruments and Exchange Act of Japan, and all other relevant laws and
                                         regulations, including, but not limited to, applicable U.S. laws, as well as all internal
                                         regulations of the Corporation or its subsidiaries, including, but not limited to, the
                                         Rules for Prevention of Insider Trading established by the Corporation which are applicable
                                         to the Recipients; provided, however, that this shall not apply to the Recipients for
                                         whom the Legal Division of the Corporation or its subsidiaries determines that confirmation
                                         in advance is not required.



 


Article
5.3 (Notification of Change regarding Personal Information, such as Name or Address of Recipient)


		1.	If
                                         the Recipient changes his or her personal information, such as his or her name or address
                                         notified in advance to the Corporation, the Recipient shall notify the Corporation, and
                                         a third party designated in advance by the Corporation, in writing or in a way separately
                                         designated by the Corporation.



 





		2.	If
                                         the Recipient does not make the notification required under the preceding Paragraph,
                                         the personal information before the change will be deemed to be the personal information
                                         of the Recipient.



 


Article
5.4 (Inheritance of the RSU)


		1.	In
                                         the case that the Recipient dies, the person who succeeds to the relevant Units in accordance
                                         with applicable laws and regulations (the “Successor”) may succeed to the
                                         relevant Units in accordance with the provisions of this Article and other provisions
                                         of these Regulations and conditions separately stipulated by the Corporation; provided,
                                         however, the number of Successor shall be limited to one (1) person, and in the case
                                         that Successor dies, the relevant Units may not be inherited.



 






    6


     

    

 





		2.	Succession
                                         of Units pursuant to Paragraph 1 shall be subject to the following conditions: (i) the
                                         submission to the Corporation of (a) a written notice of such succession, (b) a copy
                                         of the will, legacy division agreement or any other documents necessary for the Corporation
                                         to determine the validity of such succession and (c) any other documents deemed necessary
                                         by the Corporation and (ii) the approval by the Corporation of such succession.



 





		3.	With
                                         respect to such Units succeeded by the Successor pursuant to this Article, in principle,
                                         the Corporation shall pay to the Successor the amount of cash determined by the Corporation
                                         based on the market price of the Shares on the Vesting Date as a cash payment having
                                         a value equivalent to such Units instead of delivery of the Shares corresponding to such
                                         Units.



 


Article
5.5 (Handling in case of Disciplinary Dismissal, etc. of Recipient)


In
the case that the Recipient ceases to hold all the positions that he or she holds as a director, a corporate executive officer
and/or any other officer at, and, if applicable, ceases to be an employee of, the Group Companies due to disciplinary dismissal,
resignation under instruction, or any other reason reasonably determined by the Corporation to be equivalent thereto, if the Recipient
is using the Designated Management Services provided in Article 3.2, Paragraph 4, the Recipient agrees in advance that the Shares
held by the Recipient may be sold in accordance with the instructions of the Corporation and that the Recipient may not use the
Designated Management Services after such sale.


 


Article
5.6 (Handling of Personal Information)


Personal
information of the Recipient obtained from the Recipient may be used by the Corporation in order to prepare and manage the shareholders
registry provided for in the Companies Act of Japan and to conduct other necessary procedures for the purpose of performing these
Regulations. The Recipient also hereby agrees that the Corporation may provide personal information of the Recipient held by the
Corporation to the third parties designated in advance by the Corporation as defined in Article 3.2, Paragraph 4, the financial
instruments business operator and third parties designated in advance by the Corporation as defined in Article 3.2, Paragraph
5, securities firms, trust banks or the like in Japan or other countries, in order to engage the aforementioned persons to perform
the operations necessary to fulfill these Regulations, and that the aforementioned persons may use such personal information of
the Recipient.


 


Article
5.7 (Corporation’s Exemption from Liability)


Even
if, after the completion of the procedures for delivery of the Shares to the Recipient, there is a delay in the recording of the
Shares into the account of the Recipient due to the negligence of the officers or the employees of the Corporation or its subsidiaries
or another related party involved in the issue of the Shares or transfer of the treasury Shares, and, as a result, the Recipient
incurs loss or damage, or the Recipient incurs loss or damage for any other reason, neither the Corporation or its subsidiaries,
nor any of its directors, officers or employees, will be liable in any respect for such loss or damage.


 


Article
5.8 (Severability)


If
any provision of these Regulations, or any part thereof, is held to be invalid or unenforceable in any jurisdiction, then, for
the purposes of that jurisdiction only, such provision will be deleted and the remainder of these Regulations and the remainder
of the provisions that are held to be partly invalid or unenforceable shall continue to exist in full force and effect.


 






    7


     

    

 


Article
5.9 (Performance or Compliance in accordance with Laws and Regulations)


		1.	If
                                         it is necessary for the reason that the Recipient 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 Recipient, such
                                         Recipient or the Corporation or its subsidiaries shall be required to perform or comply
                                         with certain procedures in relation to the acquisition and the Vesting of the Units and
                                         the related acquisition and disposal of the Shares, such Recipient shall notify the Corporation
                                         or its subsidiaries 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 Recipient himself or herself, and request the
                                         Corporation or its subsidiaries to perform or comply with the procedures that are required
                                         to be performed or complied with by the Corporation or its subsidiaries. In case that
                                         the request shall be made by the Recipient for the Corporation or its subsidiaries to
                                         perform or comply with such procedures, the Corporation or its subsidiaries shall independently
                                         consider the necessity for the performance or compliance, and, if the Corporation or
                                         its subsidiaries shall come to the conclusion that it is necessary to do so, it shall
                                         perform or comply with such procedures.



 





		2.	The
                                         Recipient shall pay for all expenses, which may arise in connection with the procedures
                                         provided for in the immediately preceding Paragraph, and shall fully indemnify the Corporation
                                         or its subsidiaries against all such costs, expenses, and damages, which may arise or
                                         which the Corporation or its subsidiaries may incur, in connection with such procedures.



 


Article
5.10 (Governing Law; Jurisdiction)


		1.	These
                                         Regulations are governed by, and shall be construed in accordance with, the laws of Japan.



 





		2.	The
                                         Tokyo District Court of Japan has exclusive jurisdiction as the court of first instance
                                         in regard to any dispute relating to these Regulations.



 


Article
5.11 (Language and Time)


		1.	If
                                         the meaning of these Regulations translated into a language other than Japanese differs
                                         from the Japanese version, the Japanese version shall prevail.



 





		2.	Unless
                                         otherwise specified in these Regulations, the provisions concerning the date and time
                                         in these Regulations shall be based on Japanese Standard Time.



 


Article
5.12 (Amendment or Abolition)


		1.	The
                                         establishment, amendment, or repeal of these Regulations shall be made by a resolution
                                         of the Compensation Committee of the Corporation.



 





		2.	If
                                         it is discovered that the provisions of these Regulations does not conform to the Companies
                                         Act of Japan, the Financial Instruments and Exchange Act of Japan, the Corporate Tax
                                         Act of Japan, the Income Tax Act of Japan, or any other relevant laws or regulations,
                                         or, if the provisions of these Regulations cease to conform to those laws or regulations,
                                         the Corporation may amend the required provisions, by giving notice of the amendment
                                         to the Recipients.







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		3.	In
                                         addition to the preceding Paragraph, the Corporation may propose to the Recipients amendments
                                         to these Regulations when the Corporation deems it necessary. If the Recipient fails
                                         to make an objection in writing, with reasonable cause, to the Corporation within three
                                         weeks from the receipt of such proposal, these Regulations will be deemed to have been
                                         automatically amended in accordance with the Corporation’s proposal.



 


Article
5.13 (Manner of Notice)


Notices
by the Corporation to the Recipient under these Regulations shall be made in any of the following manners:


		(1)	delivering
                                         (including mailing) a written notice to the address of the Recipient;






		(2)	sending
                                         documents to the Recipient at his/her department in the Corporation (including the Group
                                         Companies) or sending electronic data to the e-mail address of the Recipient at the Corporation
                                         (including the Group Companies);






		(3)	giving
                                         notice on the web site of the Corporation (including the Group Companies); or






		(4)	giving
                                         notice on the web site of the third parties, as defined in Article 3.2, Paragraph 4 or
                                         Article 3.2, Paragraph 5.



 


Article
5.14 (Handling of Matters Not Provided For Herein)


The
Recipient and the Corporation shall confer in good faith to resolve any matter not stipulated in these Regulations, and the Corporation
may reasonably determine such matter if the Recipient fails to confer with the Corporation or if the Recipient and the Corporation
confer but still fail to reach an agreement.


 


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rest of this page is intentionally left blank.)




    9


     

    

EXHIBIT (Method
of Vesting)


 


Units
shall be vested in accordance with one of the plans set forth below.


 


1.
Plan A


 


Provided
that the Recipient holds, throughout between the Date of Grant of the RSU and on the first day of the month following the month
of the 9th anniversary of the Date of Grant (or, if the date falls on a holiday of the Corporation, the following business day),
a position as a director of the Corporation, all Units held by the Recipient shall vest on the first day of the month following
the month of the 9th anniversary of the Date of Grant (or, if the date falls on a holiday of the Corporation, the following business
day); provided, however, if, before the Vesting, the Recipient ceases to hold the position that he or she holds as a director
of the Corporation due to his or her death or any other justifiable reason that is approved by the Compensation Committee (the
Compensation Committee will accept that there is a justifiable reason, unless there is a special circumstance), the Vesting Date
and the Number of Shares for RSU shall be as set forth below.


		(1)	In
                                         the case that the Recipient ceases to hold the position that he or she holds as a director
                                         of the Corporation due to the Recipient’s death:






		(a)	Vesting
                                         Date






The
date of the approval of the Corporation in accordance with Article 5.4, Paragraph 2.


		(b)	Number
                                         of Shares for RSU






The
Number of the Units held by the Recipient as of his or her death.


		(2)	In
                                         the case that the Recipient ceases to hold the position that he or she holds as a director
                                         of the Corporation due to any other justifiable reason that is approved by the Compensation
                                         Committee, other than in the case of the preceding Item:






		(a)	Vesting
                                         Date






The
first day of the month (or, if the date falls on a holiday of the Corporation, the following business day) following the month
in which the Recipient ceases to hold the position that he or she holds as a director of the Corporation (provided, however, that
the Corporation may adjust the date of the vesting within a reasonable extent from the perspective of administrative procedures).


		(b)	Number
                                         of Shares for RSU






The
Number of the Units held by the Recipient as of the date the Recipient ceases to hold the position that he or she holds as a director
of the Corporation.


 


2.
Plan B


 


Provided
that the Recipient holds, throughout between the Date of Grant of the RSU and on the first day of the month following the month
of the 3rd anniversary of the Date of Grant (or, if the date falls on a holiday of the Corporation, the following business day),
a position as a director, a corporate executive officer and/or any other officer at, or an employee of any of the Group Companies,
all Units held by the Recipient shall vest on the first day of the month following the month of the 3rd anniversary of the Date
of Grant (or, if the date falls on a holiday of the Corporation, the following business day); provided, however, if, before the
Vesting, the Recipient ceases to hold all the positions that he or she holds as a director, a corporate executive officer and/or
any other officer at, and, if applicable, ceases to be an employee of, the Group Companies due to his or her death or any other
justifiable reason that is approved by the Compensation Committee or the Representative Corporate Executive Officer, the Vesting
Date and the Number of Shares for RSU shall be as set forth below.


 






    10


     

    

 


		(1)	In
                                         the case that the Recipient ceases to hold all the positions that he or she holds as
                                         a director, a corporate executive officer and/or any other officer at, and, if applicable,
                                         ceases to be an employee of, the Group Companies due to the Recipient’s death:






		(a)	Vesting
                                         Date






The
date of the approval of the Corporation in accordance with Article 5.4, Paragraph 2. 


		(b)	Number
                                         of Shares for RSU






The
Number of Shares for RSU obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below; however,
the Representative Corporate Executive Officer of the Corporation or the Compensation Committee of the Corporation may adjust
the Number of Shares for RSU. 


		(i)	the
                                         Number of Shares for RSU held by the Recipient as of his or her death.






		(ii)	the
                                         amount obtained by dividing (A) the number of months in the period from (x) the month
                                         including the Date of Grant to (y) the month including the date of the Recipient’s
                                         death by (B) 36.






		(2)	In
                                         the case that the Recipient ceases to hold all the positions that he or she holds as
                                         a director, a corporate executive officer and/or any other officer at, and, if applicable,
                                         ceases to be an employee of, the Group Companies due to any other justifiable reason
                                         that is approved by the Compensation Committee or the Representative Corporate Executive
                                         Officer, other than in the case of the preceding Item:






		(a)	Vesting
                                         Date






The
first day of the month (or, if the date falls on a holiday of the Corporation, the following business day) following the month
in which the Recipient ceases to hold all such positions (provided, however, that the Corporation may adjust the date of the vesting
within a reasonable extent from the perspective of administrative procedures). 


		(b)	Number
                                         of Shares for RSU






The
number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below; however, the
Compensation Committee or the Representative Corporate Executive Officer may adjust the Number of Shares for RSU. 


		(i)	the
                                         Number of Shares for RSU held by the Recipient as of the date he or she ceases to hold
                                         all such positions.






		(ii)	the
                                         amount obtained by dividing (A) the number of months in the period from (x) the month
                                         including the Date of Grant to (y) the month including the date that the Recipient ceases
                                         to hold all such positions by (B) 36.



 


3.
Plan C


 


Provided
that the Recipient holds, throughout between the Date of Grant of the RSU and each Vesting Date set out in column (1) of the table
below, a position as a director, a corporate executive officer and/or any other officer at, or an employee of any of the Group
Companies , the RSU shall Vest on each Vesting Date as set out in column (2) of the table below (or, if the date falls on a holiday
of the Corporation, the following business day). The number of the Units that Vest on the first day of the month following the
month of the 1st anniversary of the Date of Grant or the first day of the month following the month of the 2nd anniversary of
the Date of Grant will be rounded down to the nearest one (1) Units.


 


	Vesting
    Date (JST) (1)	Units
    Vesting (2)
	 	 
	The
    first day of the month following the month of the 1st anniversary of the Date of Grant	One
    third of the number of Units subject to the RSU



 






    11


     

    

 


	The
    first day of the month following the month of the 2nd anniversary of the Date of Grant	One
    third of the number of Units subject to the RSU
	 	 
	The
    first day of the month following the month of the 3rd anniversary of the Date of Grant	The
    remaining Units subject to the RSU



 

If,
before the Vesting, the Recipient ceases to hold all the positions that he or she holds as a director, a corporate executive officer
and/or any other officer at, and, if applicable, ceases to be an employee of, the Group Companies due to his or her death or any
other justifiable reason that is approved by the Compensation Committee or the Representative Corporate Executive Officer, the
Vesting Date and the Number of Shares for RSU shall be as set forth below.


		(1)	In
                                         the case that the Recipient ceases to hold all such positions due to the Recipient’s
                                         death:






		(a)	Vesting
                                         Date






The
date of the approval of the Corporation in accordance with Article 5.4, Paragraph 2. 


		(b)	Number
                                         of Shares for RSU






The
Number of Shares for RSU obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below and subtracting
the amount set forth in (iii); however, the Compensation Committee or the Representative Corporate Executive Officer may adjust
the Number of Shares for RSU. 


		(i)	the
                                         Number of Shares for RSU granted to the Recipient.






		(ii)	the
                                         amount obtained by dividing (A) the number of months in the period from (x) the month
                                         including the Date of Grant to (y) the month including the date of the Recipient’s
                                         death by (B) 36.






		(iii)	the
                                         number of Units already Vested at the time of the Recipient’s death.






		(2)	In
                                         the case that the Recipient ceases to hold all such positions due to any other justifiable
                                         reason that is approved by the Compensation Committee or the Representative Corporate
                                         Executive Officer, other than in the case of the preceding Item:






		(a)	Vesting
                                         Date






The
first day of the month (or, if the date falls on a holiday of the Corporation, the following business day) following the month
in which the Recipient ceases to hold all such positions (provided, however, that the Corporation may adjust the date of the vesting
within a reasonable extent from the perspective of administrative procedures). 


		(b)	Number
                                         of Shares for RSU






The
number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below and subtracting
the amount set forth in (iii) ; however, the Compensation Committee or the Representative Corporate Executive Officer may adjust
the Number of Shares for RSU. 


		(i)	the
                                         Number of Shares for RSU granted to the Recipient.






		(ii)	the
                                         amount obtained by dividing (A) the number of months in the period from (x) the month
                                         including the Date of Grant to (y) the month including the date that the Recipient ceases
                                         to hold all such positions by (B) 36.






		(iii)	the
                                         number of Units already Vested as of the date the Recipient ceases to hold all such positions.



 






    12


     

    

 


4.
Plan D


 


All
the Units held by the Recipient shall vest on the date specified below corresponding to the quarter in which the Recipient ceases
to hold all the positions that he or she holds as a director, a corporate executive officer and/or any other officer at, and,
if applicable, ceases to be an employee of, the Group Companies (or, if the date falls on a holiday of the Corporation, the following
business day).


 


	Quarter
    	Vesting
    Date (JST)
	 	 
	a) First
    quarter (April 1 to June 30)	August
    1 of the same year
	 	 
	b) Second
    quarter (July 1 to September 30)	December
    1 of the same year
	 	 
	c) Third
    quarter (October 1 to December 31)	February
    1 of the next year
	 	 
	d) Fourth
    quarter (January 1 to March 31)	May
    1 of the same year



 

Provided,
however, if, before the Vesting, the Recipient ceases to hold the position that he or she holds as a director, a corporate executive
officer and/or any other officer at, and, if applicable, ceases to be an employee of, the Group Companies due to his or her death,
the Vesting Date and the Number of Shares for RSU shall be as set forth below.


		(a)	Vesting
                                         Date






The
date of the approval of the Corporation in accordance with Article 5.4, Paragraph 2.





		(b)	Number
                                         of Shares for RSU






The
Number of the Units held by the Recipient as of his or her death.



    13 


     


    

 


Sony Group
Corporation


Restricted
Stock Unit (RSU) Regulations


Israeli Procedures


 


		1.	GENERAL



		1.1	These procedures for Israeli Recipients (the “Israeli
Procedures”) shall apply only to Recipients who are tax residents of the State of Israel on the date of the grant of the RSU,
as defined below in Section 2, and are engaged by an Israeli resident subsidiary of the Corporation (collectively, “Israeli
Recipients”). The provisions specified hereunder shall form an integral part of the Sony Group Corporation Restricted Stock
Unit (RSU) Regulations (hereinafter the “Plan Document”).



 


		1.2	These Israeli Procedures are adopted pursuant to Article 5.9 of the Plan Document.
These Israeli Procedures are to be read as a continuation of the Plan Document and apply to RSUs granted to Israeli Recipients only to
the extent necessary to comply with the requirements set by Israeli law, and in particular, with the provisions of the Israeli Income
Tax Ordinance [New Version] 1961, as may be amended or replaced from time to time. These Israeli Procedures do not add to or modify the
Plan Document in respect of any other category of Recipients.



 


		1.3	The Plan Document and these Israeli Procedures are complimentary to each other
and shall be deemed as one. In the event of any conflict, whether explicit or implied, between the provisions of these Israeli Procedures
and the Plan Document, the provisions set out in the Israeli Procedures shall prevail to the extent necessary to comply with the requirements
set by the Israeli law in general, and in particular, with the provisions of the Israeli Income Tax Ordinance [New Version] 1961, as may
be amended or replaced from time to time.



 


		1.4	Any capitalized term not specifically defined in these Israeli Procedures shall
be construed according to the interpretation given to it in the Plan Document.



 


		2.	DEFINITIONS


 
		2.1	“102 RSU” means any RSU intended to qualify (as determined by
the Compensation Committee or Representative Corporate Executive Officer and/or the Israeli RSU Agreement and/or a tax ruling from the
ITA) and which qualifies as a RSU under Section 102, issued to an Approved Israeli Recipient.



 


		2.2	“Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement,
policy, interpretation, judgment, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative
authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system
on which the Shares are then traded or listed.



 


		2.3	“Approved Israeli Recipient” means an Israeli Recipient who is an employee or an officer
of an Employer, excluding any Controlling Share Holder of the Corporation.



 


		2.4	“RSU” means any RSU granted under the Plan Document which is settled solely in Shares
and which will not be capable of being settled in cash.



 


		2.5	“Capital Gain RSU” means a Trustee 102 RSU elected and designated by the Corporation
to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) and 102(b)(3) of the Ordinance.



 


		2.6	“Controlling Share Holder” shall have the meaning ascribed to it in Section 32(9) of
the Ordinance.



 


		2.7	“Employer” means, for purpose of a Trustee 102 RSU, an Israeli resident subsidiary
of the Corporation which is an “employing company” within the meaning and subject to the conditions of Section 102(a) of the
Ordinance.



 



     


     


    





		2.8	“ITA” means the Israeli Tax Authority.



 


		2.9	“Israeli RSU Agreement” means the Notice of Granting RSUs made
in accordance with Article 2.1, Paragraph 2 of the Plan Document between the Corporation and an Israeli Recipient that sets out the terms
and conditions of a RSU



 


		2.10	“Non-Trustee 102 RSU” means a 102 RSU granted pursuant to Section 102(c) of the Ordinance
and not held in trust by a Trustee.



 


		2.11	“Ordinary Income RSU” means a Trustee 102 RSU elected and designated
by the Corporation to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.



 


		2.12	“Ordinance” means the Israeli Income Tax Ordinance [New Version]
– 1961, as now in effect or as hereafter amended.



 


		2.13	“Rules” means the Income Tax Rules (Tax Benefits in Stock Issuance
to Employees) 5763-2003.



 


		2.14	“Section 102” means Section 102 of the Ordinance and any regulations,
rules, orders or Israeli Procedures promulgated thereunder as now in effect or as hereafter amended.



 


		2.15	“Tax” means any applicable tax and other compulsory payments,
such as any social security and health tax contributions under any Applicable Law.



 


		2.16	“Trust Agreement” means the agreement to be signed between the
Corporation, an Employer and the Trustee for the purposes of Section 102.



 


		2.17	“Trustee” means any person or entity appointed by the Corporation
to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance, as may be replaced
from time to time.



 


		2.18	“Trustee 102 RSU” means a 102 RSU granted to an Approved Israeli
Recipient pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of an Approved Israeli Recipient.



 


		2.19	“Unapproved Israeli Recipient” means an Israeli Recipient who is not an Approved Israeli
Recipient, including a consultant or a Controlling Share Holder of the Corporation.



 


		3.	GRANT OF RSUS


 
		3.1	The persons eligible for participation in the Plan Document as Israeli Recipients
shall include Approved Israeli Recipients and Unapproved Israeli Recipients, provided, however, that only Approved Israeli Recipients
may be granted 102 RSUs.



		3.2	The Compensation Committee or Representative Corporate Executive Officer may designate
RSUs granted to Approved Israeli Recipients pursuant to Section 102 as Trustee 102 RSUs or Non-Trustee 102 RSUs.



		3.3	The grant of Trustee 102 RSUs shall be subject to these Israeli Procedures and
shall not become effective prior to the lapse of 30 days from the date the Plan Document has been submitted for approval by the ITA and
shall be conditioned upon the approval of the Plan Document and these Israeli Procedures by the ITA.



		3.4	Trustee 102 RSUs may either be classified as Capital Gain RSUs or Ordinary Income
RSUs.



    2 


     


    

		3.5	No Trustee 102 RSU may be granted under these Israeli Procedures to any Approved
Israeli Recipient, unless and until the Corporation has filed with the ITA its election regarding the type of Trustee 102 RSUs, whether
Capital Gain RSUs or Ordinary Income RSUs, that will be granted under the Plan Document and these Israeli Procedures (the “Election”).
Such Election shall become effective beginning the first date of grant of a Trustee 102 RSU under these Israeli Procedures and shall remain
in effect at least until the end of the year following the year during which the Corporation first granted Trustee 102 RSUs. The Election
shall obligate the Corporation to grant only the type of Trustee 102 RSU it has elected, and shall apply to all Israeli Recipients
who are granted Trustee 102 RSUs during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance.
For the avoidance of doubt, the Election shall not prevent the Corporation from granting Non-Trustee 102 RSUs simultaneously.



		3.6	All Trustee 102 RSUs must be held in trust by, or subject to the approval of the
ITA, under the control or supervision of a Trustee, as described in Section 5 below.



		3.7	The designation of Non-Trustee 102 RSUs and Trustee 102 RSUs shall be subject to
the terms and conditions set forth in Section 102.



		3.8	RSUs granted to Unapproved Israeli Recipients shall be subject to tax according
to the provisions of the Ordinance and shall not be subject to the Trustee arrangement detailed herein.


 
		4.	102 RSU GRANT DATE


 
Each 102 RSU
will be deemed granted on the date determined by the Compensation Committee or Representative Corporate Executive Officer, subject to
the provisions of the Plan Document, provided that and subject to (i) the Israeli Recipient has signed all documents required by the Corporation
or Applicable Law, and (ii) with respect to any Trustee 102 RSU, the Corporation has provided all applicable documents to the Trustee
in accordance with the guidelines published by the ITA such that if the guidelines are not met the RSU will be considered as granted on
the date determined by the Compensation Committee or Representative Corporate Executive Officer as a Non-Trustee RSU.


		5.	TRUSTEE


 
		5.1	Trustee 102 RSUs which shall be granted under these Israeli Procedures and/or any
Shares allocated or issued upon the grant or vesting of a Trustee 102 RSU and/or other Shares received following any realization of rights
under the Plan Document, shall be allocated or issued to the Trustee or controlled by the Trustee, for the benefit of the Approved Israeli
Recipients, in accordance with the provisions of Section 102 and any approval issued by the ITA. In the event the requirements for Trustee
102 RSUs are not met, the Trustee 102 RSUs may be regarded as Non-Trustee 102 RSUs or as RSUs which are not subject to Section 102, all
in accordance with the provisions of Section 102.



		5.2	With respect to any Trustee 102 RSU, subject to the provisions of Section 102,
an Approved Israeli Recipient shall not sell or release from trust any Shares received upon the grant or vesting of a Trustee 102 RSU
and/or any Shares received following any realization of rights, including, without limitation, stock dividends, under the Plan Document
at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “Holding
Period”). Notwithstanding the foregoing, if any such sale or release occurs during the Holding Period, the sanctions under Section
102 shall apply to and shall be borne by such Approved Israeli Recipient.



		5.3	Notwithstanding anything to the contrary, the Trustee shall not release or sell
any Shares allocated or issued upon the grant or vesting of a Trustee 102 RSU unless the Corporation, the Employer and the Trustee are
satisfied that the full amounts of any Tax due have been paid or will be paid.



		5.4	Upon receipt of any Trustee 102 RSU, the Approved Israeli Recipient will consent to the grant of such
RSU under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Corporation and the
Trustee.



 



    3 


     


    




		5.5	Any RSU classified as a Capital Gain RSU is meant to comply with the terms and conditions of Section 102
and the requirements of the ITA, therefore it is clarified that at all times the Plan Document and these Israeli Procedures are to be
read such that they comply with the requirements of Section 102 and as a consequence, should any provision in the Plan Document or Israeli
Procedures disqualify the Plan Document and/or the RSUs granted thereunder from beneficial tax treatment pursuant to the provisions of
Section 102 of the Ordinance, such provision shall be considered invalid either permanently or until the Israel Tax Authority provides
approval of compliance with Section 102.



 


		6.	WRITTEN RECIPIENT UNDERTAKING


 
		6.1	With respect to any Trustee 102 RSU, as required by Section 102 and the Rules,
by virtue of the receipt of such RSU, the Israeli Recipient is deemed to have provided, undertaken and confirmed the following written
undertaking (and such undertaking is deemed incorporated into any documents entered into by the Israeli Recipient in connection with the
grant of such RSU), and which undertaking shall be deemed to apply and relate to all Trustee 102 RSUs granted to the Israeli Recipient,
whether under the Plan Document and these Israeli Procedures or other plans maintained by the Corporation, and whether prior to or after
the date hereof:



		6.1.1	The Israeli Recipient shall comply with all terms and conditions set forth in Section
102 with regard to the Capital Gain RSUs or Ordinary Income RSUs, as applicable, and the applicable rules and regulations promulgated
thereunder, as amended from time to time;



		6.1.2	The Israeli Recipient is familiar with, and understands the provisions of, Section
102 in general, and the tax arrangement under the Capital Gain RSUs or Ordinary Income RSUs in particular, and its tax consequences; the
Israeli Recipient agrees that the Trustee 102 RSUs and any Shares that may be issued upon vesting of the Trustee 102 RSUs (or otherwise
in relation to such RSUs), will be held or controlled by a Trustee appointed pursuant to Section 102 for at least the duration of the
Holding Period under the Capital Gain RSUs or Ordinary Income RSUs, as applicable. The Israeli Recipient understands that any release
of such Trustee 102 RSUs or Shares from trust, or any sale of the Shares prior to the termination of the Holding Period, will result in
taxation at the marginal tax rate, in addition to deductions of any appropriate income tax, social security, health tax contributions
or other compulsory payments; and



		6.1.3	The Israeli Recipient agrees to the Trust Agreement entered into by and between
the Corporation, the Employer and the Trustee appointed pursuant to Section 102.


 
		7.	THE RSUS


 
The terms and
conditions upon which RSUs shall be granted, issued or vested under these Israeli Procedures, shall be specified in an Israeli RSU Agreement
to be executed pursuant to the Plan Document and to these Israeli Procedures. Each Israeli RSU Agreement shall provide, inter alia, the
number of Shares to which the RSU relates, the type of RSU granted thereunder (i.e., a Capital Gain RSUs or Ordinary Income RSUs or Non-Trustee
102 RSU or any RSU granted to Unapproved Israeli Recipient), and any applicable vesting provisions. For the avoidance of doubt, it is
clarified that there is no obligation for uniformity of treatment of Israeli Recipients and that the terms and conditions of RSUs granted
to Israeli Recipients need not be the same with respect to each Israeli Recipient (whether or not such Israeli Recipients are similarly
situated). The grant or vesting of RSUs granted to Israeli Recipients shall be subject to the terms and conditions as may be determined
by the Compensation Committee or Representative Corporate Executive Officer (including the provisions of the Plan Document) and, when
applicable, by the Trustee, in accordance with the requirements of Section 102.



    4 


     


    
		8.	ASSIGNABILITY, DESIGNATION AND SALE OF RSUS



		8.1	Notwithstanding any provision of the Plan Document, no RSU subject to these Israeli
Procedures or any right with respect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral, and
no right with respect to any such RSU shall be given to any third party whatsoever, and during the lifetime of the Israeli Recipient,
each and all of such Israeli Recipient’s rights with respect to a RSU shall belong only to the Israeli Recipient. Any such action
made, directly or indirectly, for an immediate or future validation, shall be void.



		8.2	As long as RSUs and/or Shares issued hereunder are held by the Trustee on behalf
of the Israeli Recipient, all rights of the Israeli Recipient over the RSU and Shares cannot be transferred, assigned, pledged or mortgaged,
other than by will or laws of descent and distribution.



		9.	INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S APPROVAL



		9.1.	With regard to Trustee 102 RSUs, the provisions of the Plan Document, the Israeli
Procedures and/or the Israeli RSU Agreement shall be subject to the provisions of Section 102 and any approval issued by the ITA and the
said provisions shall be deemed an integral part of the Plan Document, the Israeli Procedures and the Israeli RSU Agreement.



 


		9.2.	Any provision of Section 102 and/or said approval issued by the ITA, which must
be complied with in order to receive and/or to maintain any tax treatment with respect to a RSU pursuant to Section 102, which is not
expressly specified in the Plan Document, the Israeli Procedures or the Israeli RSU Agreement, shall be considered binding upon the Corporation,
any Employer and the Israeli Recipients. Furthermore, if any provision of the Plan Document or Israeli Procedures disqualifies RSUs that
are intended to qualify as 102 RSUs from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the 102
RSUs.



		10.	TAX CONSEQUENCES; DISCLAIMER



		10.1	Any tax consequences arising from the grant, purchase, vesting or sale of any RSU
issued hereunder, from the payment for or sale of Shares covered thereby or from any other event or act (of the Corporation, and/or its
affiliates, and the Trustee or the Israeli Recipient), hereunder, shall be borne solely by the Israeli Recipient. The Corporation and/or
its affiliates, and/or the Trustee shall withhold Tax according to the requirements of Applicable Laws, rules, and regulations, including
withholding taxes at source. Furthermore, the Israeli Recipient agrees to indemnify the Corporation and/or its affiliates and/or the Trustee
and hold them harmless against and from any and all liability for any such Tax or interest or penalty thereon, including without limitation,
liabilities relating to the necessity to withhold, or to have withheld, any such Tax from any payment made to the Israeli Recipient.



		10.2	The Corporation and/or, when applicable, the Trustee shall not be required to release
any RSU or Shares to an Israeli Recipient until all required Tax payments have been fully made.



		10.3	RSUs that do not comply with the requirements of Section 102 shall be subject to
tax under Section 3(i) or 2 of the Ordinance.



		10.4	With respect to Non-Trustee 102 RSUs, if the Israeli Recipient ceases to be employed
by the Corporation or any affiliate, or otherwise if so requested by the Corporation and/or its affiliates, the Israeli Recipient shall
extend to the Corporation and/or its affiliates a security or guarantee for the payment of Tax due at the time of the sale of Shares,
in accordance with the provisions of Section 102.







    5 


     


    

		10.7	TAX TREATMENT. NOTWITHSTANDING SECTION 5.5 ABOVE, IT IS
CLARIFIED THAT THE CORPORATION AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY
TO THE EFFECT THAT ANY RSU SHALL QUALIFY WITH ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM
ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE OF ANY TYPE AND THE CORPORATION AND ITS AFFILIATES (INCLUDING THE EMPLOYER) SHALL BEAR
NO LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY RSU IS EVENTUALLY TREATED FOR TAX PURPOSES, REGARDLESS OF WHETHER THE RSU WAS
GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL SUPERSEDE ANY DESIGNATION OF RSUS
OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR RSU AGREEMENT, WHICH SHALL AT ALL TIMES BE SUBJECT TO THE REQUIREMENTS
OF APPLICABLE LAW. THE CORPORATION AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE AND SHALL NOT BE REQUIRED TO TAKE ANY
ACTION IN ORDER TO QUALIFY ANY RSU WITH THE REQUIREMENTS OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT
THAT ANY RSU IS INTENDED TO QUALIFY FOR ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING. NO ASSURANCE IS MADE BY THE CORPORATION AND
ANY OF ITS AFFILIATES (INCLUDING THE EMPLOYER) THAT ANY PARTICULAR TAX TREATMENT ON THE DATE OF GRANT WILL CONTINUE TO EXIST OR THAT
THE RSU WILL QUALIFY AT THE TIME OF VESTING OR DISPOSITION THEREOF WITH ANY PARTICULAR TAX TREATMENT. THE CORPORATION AND ITS AFFILIATES
(INCLUDING THE EMPLOYER) SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN THE EVENT THAT A RSU DOES NOT QUALIFY FOR ANY PARTICULAR
TAX TREATMENT, REGARDLESS OF WHETHER THE CORPORATION OR ITS AFFILIATES (INCLUDING THE EMPLOYER) COULD HAVE TAKEN ANY ACTION TO CAUSE
SUCH QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK OF THE ISRAELI RECIPIENT.
THE CORPORATION AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION
(WHETHER WRITTEN OR UNWRITTEN) OF ANY TAX AUTHORITY, INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES
APPLYING TO PARTICULAR TAX TREATMENT. RSUS THAT DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT COULD RESULT IN ADVERSE TAX CONSEQUENCES
TO THE ISRAELI RECIPIENT.



		11.	ONE TIME BENEFIT



The RSUs granted hereunder are extraordinary, one-time
RSUs granted to the Israeli Recipients, and are not and shall not be deemed a salary component for any purpose whatsoever, including but
not limited to, in connection with calculating severance compensation under Applicable Law, nor shall receipt of a RSU entitle an Israeli
Recipient to any future RSUs.

 
		12.	TERM OF PLAN AND ISRAELI PROCEDURES



Notwithstanding anything to the contrary in the Plan
Document and in addition thereto, the Corporation shall obtain all approvals for the adoption of these Israeli Procedures or for any amendment
to these Israeli Procedures as are necessary to comply with any Applicable Law, applicable to RSUs granted to Israeli Recipients under
these Israeli Procedures or with the Corporation's incorporation documents.

 
		13.	GOVERNING LAW



Solely for the purpose of determining the Israeli
tax treatment of RSUs granted pursuant to these Israeli Procedures, these Israeli Procedures shall be governed by, construed and enforced
in accordance with the laws of the State of Israel, without reference to conflicts of law principles.

 
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