SONY CORP S-8


Exhibit 4.1





(English translation)


 


(40th Series Overseas Participants
(Excluding U.S.))


 


AGREEMENT CONCERNING


ALLOCATION OF THE STOCK ACQUISITION
RIGHTS 


OF SONY CORPORATION


FOR THE FISCAL YEAR 2019


 


SONY CORPORATION (hereinafter
referred to as the “Corporation”) and ___________________ (hereinafter referred to as the “Qualified Person”)
enter into this Agreement as set forth in Exhibit 1 in connection with the 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
Exhibit 2 attached hereto and pursuant to the special resolution adopted at the 102nd Ordinary General Meeting of Shareholders
held on June 18, 2019 and the resolution adopted at the meeting of the Board of Directors held on October 30, 2019.


 


The number of Stock Acquisition Rights
that the Qualified Person is to apply for the subscription for in accordance with Article 3 of Exhibit 1 and that the Corporation
is to allocate to the Qualified Person shall be __________.


 


IN WITNESS WHEREOF, two (2) originals of
this Agreement have been prepared and executed by seal impressions or signatures by the Corporation and the Qualified Person, each
party retaining one (1) original.


 


November 19, 2019


 





	 	SONY CORPORATION
	 	7-1, Konan 1-chome, Minato-ku, Tokyo
	 	 	 
	 	By:	 
	 	 	Kenichiro Yoshida
	 	 	President and Chief Executive Officer,
	 	 	Representative Corporate Executive Officer
	 	 	 
	 	QUALIFIED PERSON
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Address:







 




    


     


    

 





 


The terms and conditions of the Agreement
Concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the Fiscal Year 2019 (including exhibits; hereinafter
referred to as this “Agreement”) shall be as follows. Unless otherwise provided for, the terms used in this Exhibit
1 shall have the same meaning as the terms used in the main body of this Agreement.


 


Article
1     (Purpose)


 


The primary purpose
of allocating the Stock Acquisition Rights to the Qualified Person is to give the Qualified Person an incentive to contribute towards
the improvement of the Sony Group’s business performance and thereby improve the business performance by making the economic
interest, which the Qualified Person will receive, correspond to the business performance of the Corporation.


 


Article
2     (Restrictions under the Terms and Conditions 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.


 


Article
3     (Subscription for and Allocation of the Stock Acquisition Rights)


 


The Qualified Person
hereby applies for subscription for the number of Stock Acquisition Rights set forth in the main body of this Agreement, which
such Stock Acquisition Rights are to be issued in accordance with the Terms and Conditions, and pursuant to this Agreement, the
Corporation allocates such number of the Stock Acquisition Rights to the Qualified Person in accordance with the following terms
on November 20, 2019 (hereinafter referred to as the “Allotment Date”).


 


		(1)	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 the event that the Corporation
conducts a stock split (including free distribution of shares (musho-wariate)) or a consolidation of the shares of common
stock of the Corporation, the number of shares to be issued or transferred upon exercise of each Stock Acquisition Right (hereinafter
referred to as the “Number of Granted Shares”) shall be adjusted in accordance with the following formula:


 


	
        Number

        of Granted Shares 

after adjustment
	=	Number of 

Granted Shares

before Adjustment	x	
        Ratio of split or

        consolidation



 


Provided, however, that such
adjustment 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.


 






    


     


    

  


		(2)	Payment in exchange for Stock Acquisition Rights:



 


The Stock Acquisition Rights
are issued without payment of any consideration to the Corporation.


 


		(3)	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”) is initially:



 


¥
●yen


 


Provided, however, that if the
closing price of shares of common stock of the Corporation in the regular trading thereof on the Tokyo Stock Exchange (hereinafter
referred to as the “Closing Price”) on the Allotment Date (if there is no Closing Price on such date, the Closing Price
on the immediately preceding trading day) is higher than ¥ ● yen, then the amount equal to the Closing Price on the
Allotment Date shall be the initial Exercise Price. In this case, the Corporation shall notify such initial Exercise Price to the
Qualified Person. The Exercise Price may be adjusted pursuant to the provisions of the Terms and Conditions.


 


		(4)	Period during which the Stock Acquisition Rights may be exercised:



 


As provided for in Exhibit 3
of this Agreement


 


	Article 4	(Corporation and its Shares)




 


		(1)	Trade name of the Corporation:



 


SONY CORPORATION


 


		(2)	Total number of shares authorized to be issued by the Corporation:



 


3,600,000,000 shares


 


		(3)	Number of shares constituting one (1) unit of shares:



 


100 shares


 


		(4)	Transfer Agent



 


Mitsubishi UFJ Trust and Banking
Corporation


 


4-5, Marunouchi 1-chome, Chiyoda-ku,
Tokyo


 


(Business office)     Mitsubishi
UFJ Trust and Banking Corporation


 


Corporate
Agency Division


 


4-5, Marunouchi
1-chome, Chiyoda-ku, Tokyo


 






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		(5)	Application of the Act on Transfer of Bonds, Shares, etc.



 


The provisions of the Act on Transfer
of Bonds, Shares, etc. will apply to shares of common stock of Sony Corporation to be issued or transferred upon exercise of each
Stock Acquisition Right.


 


Article
5     (Restrictions on and Conditions for Exercise of the Stock Acquisition Rights and Prohibition of Disposition)


 


1.          Notwithstanding
Item (4) 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 (4) 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 20, 2021 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 20, 2022.


 


2.          In
case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation
or of group companies of the Corporation (subsidiaries and affiliates of the Corporation as defined in the “Ordinance for
Terms, Forms and Preparation Methods of Financial Statements, etc.” under the Japanese Financial Instruments and Exchange
Act, 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 may any Stock Acquisition Rights be exercised after the period provided for in Item (4) of Article 3.


 


		(1)	If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant
to the rules of employment of the Corporation or of 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, officer or employee of the Corporation or of the Sony Group Companies (hereinafter referred to as the “Status Forfeit
Date”);


 






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		(2)	If the Qualified Person ceases to be a director, corporate executive officer, officer or employee
of the Corporation or of the Sony Group Companies due to his/her death:



 


Subject to the provision of
Article 7, 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 last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date
(if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding business day shall
be the last day of such period), 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 last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date (if
the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding business day shall be
the last day of such period) subject to the provision of Article 7; and


 


		(3)	If the Qualified Person forfeits the status as a director, corporate executive officer, officer
or employee of the Corporation or of the Sony Group Companies due to any other events:



 


The Qualified Person may exercise
the Exercisable Stock Acquisition Rights until and including the last day of the one (1) year period commencing on the date immediately
following the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately
preceding business day shall be the last day of such period), 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 last day of the
one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year
period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period).


 


3.          The
Qualified Person may not exercise the Stock Acquisition Rights in any of the following cases:


 


		(1)	If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies
as such competitor’s officer, employee or consultant, and any of the designated Representative Corporate Executive Officer(s)
of the Corporation determines not to permit the exercise by such Qualified Person of the Stock Acquisition Rights allocated to
such Qualified Person.



 






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		(2)	If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty
against the Corporation or the Sony Group Companies.



 


		(3)	If 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.


 


5.          In
no circumstances shall any Qualified Person request the Corporation to purchase the Stock Acquisition Rights held by him/her.


 


Article
6     (Procedures for Exercising the Stock Acquisition Rights)


 


Procedures for exercising
the Stock Acquisition Rights shall be provided for in the Terms and Conditions and Exhibit 3 of this Agreement, and in addition,
detailed matters concerning such procedures shall be provided for in a “Guide to the Sony Stock Option Program” separately
provided and delivered by the Corporation to the Qualified Person no later than the Commencement Date of Exercisable Period.


 


Article
7     (Inheritance of the Stock Acquisition Rights)


 


1.         In
case that the Qualified Person dies, the heir of 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, officer or employee of the Corporation or of the Sony Group Companies due
to any events provided for in each Item of Article 5, Paragraph 2 (excluding Item (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 (4) of Article 3.


 


2.         In
case that there are more than one (1) heir of the Qualified Person, the heirs must designate one (1) 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);



 






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		(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     (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
9     (Compliance with Financial Instruments and Exchange Act, 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 Financial Instruments and Exchange Act of Japan, any other applicable
laws and regulations including but not limited to applicable U.S. laws, and the Rules for Prevention of Insider Trading 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 Legal Division 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 insider trading) of the Financial Instruments and Exchange Act of Japan.


 


Article
10     (Treatment in Events of Corporate Transaction)


 


1.          In
the event of any corporate transaction excluding (a) a consolidation, amalgamation or merger in which the Corporation is not the
continuing corporation, or (b) share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) pursuant to which
the Corporation is to become a wholly-owned subsidiary of another corporation involving the Corporation, including a dissolution
or liquidation of the Corporation, a sale of all or substantially all of the Corporation’s assets, a corporate split, or
any other similar transaction, the Corporation may (x) cause the entity resulting from such transaction to execute an agreement
providing that a holder of the Stock Acquisition Rights shall have the right during the term to exercise the Stock Acquisition
Rights and upon the exercise of the Stock Acquisition Rights to receive the class and amount of shares and other securities and
property receivable upon such transaction by a holder of the number of shares in respect of which the Stock Acquisition Rights
could have been exercised immediately prior to such transaction or (y) prevent from being exercised, effective immediately upon
the occurrence of such transaction, each Stock Acquisition Right outstanding immediately prior to such transaction (whether or
not then exercisable).


 






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2.          In
the event that the Corporation enters into a definitive agreement or makes a decision by board resolution or by shareholder approval
at the shareholders’ meeting to effectuate one (1) or more of the transactions or events described in the immediately preceding
Paragraph, the Corporation may provide not less than twenty days advance notice to the Qualified Person from the consummation of
such transaction or event and give the Qualified Person the opportunity to exercise their Stock Acquisition Rights (whether or
not such Stock Acquisition Rights are then vested or exercisable), immediately prior to, and subject to, the consummation of such
transaction or event.


 


Article
11     (Condition Subsequent)


 


This Agreement shall terminate, automatically,
without any procedures being taken, in the event that the Qualified Person is not in the position of director, corporate executive
officer, officer or employee of the Corporation or of the Sony Group Companies on the Allotment Date.


 


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.


 






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Article
13     (Representations, Warranties, Covenants and Confirmations)


 


The Qualified Person
shall represent, warrant, covenant and confirm the matters set forth in Exhibit 4 of this Agreement for the benefit of the Corporation.
The following terms included in Exhibit 4 shall have the following meaning:


 


“Allocation Agreement”
means this Agreement;


 


“Corporation” means
the Corporation;


 


“Qualified Person”
means the Qualified Person; and


 


“Option” means
the Stock Acquisition Rights.


 


Article
14     (Amendment to this Agreement and Treatment of Matters Not Provided for in this Agreement)


 


1.          If
it is found that this Agreement is not in compliance with the Companies Act, the Financial Instruments and Exchange Act, the Income
Tax Act, the Corporation Tax Act 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
15     (Manner of Notice)


 


Notices by the Corporation
to the Qualified Person under the Terms and Conditions and this Agreement shall be made in any of the following manners:


 


		(1)	delivering (including mailing) a written notice to the address of the Qualified Person set forth
in the register of the Stock Acquisition Rights;



 


		(2)	sending documents to the Qualified Person at his/her department in the Corporation (including any
Sony Group Company) or sending electronic data to the e-mail address of the Qualified Person at the Corporation (including any
Sony Group Company); or



 


		(3)	giving notice on the web site of the Corporation (including any Sony Group Company).



 









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Article
16     (Governing Law and Jurisdiction)


 


This Agreement shall
be governed by and construed in accordance with the laws of Japan. The Tokyo District Court shall have the exclusive jurisdiction
for settling any and all disputes that arise under or in connection with this Agreement.


 






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(English translation)


 


(40th Series Japan and U.S. Participants)


 


AGREEMENT CONCERNING


ALLOCATION OF THE STOCK ACQUISITION
RIGHTS 


OF SONY CORPORATION


FOR THE FISCAL YEAR 2019


 


SONY CORPORATION (hereinafter
referred to as the “Corporation”) and ___________________ (hereinafter referred to as the “Qualified Person”)
enter into this Agreement as set forth in Exhibit 1 in connection with the 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
Exhibit 2 attached hereto and pursuant to the special resolution adopted at the 102nd Ordinary General Meeting of Shareholders
held on June 18, 2019 and the resolution adopted at the meeting of the Board of Directors held on October 30, 2019.


 


The number of Stock Acquisition Rights
that the Qualified Person is to apply for the subscription for in accordance with Article 3 of Exhibit 1 and that the Corporation
is to allocate to the Qualified Person shall be __________.


 


IN WITNESS WHEREOF, two (2) originals of
this Agreement have been prepared and executed by seal impressions or signatures by the Corporation and the Qualified Person, each
party retaining one (1) original.


 


November 19, 2019


 


	 	SONY CORPORATION
	 	7-1, Konan 1-chome, Minato-ku, Tokyo
	 	 	 
	 	By:	 
	 	 	Kenichiro Yoshida
	 	 	President and Chief Executive Officer,
	 	 	Representative Corporate Executive Officer
	 	 	 
	 	QUALIFIED PERSON
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Address:



 



    	 



    	 



    

 





 


The terms and conditions of the Agreement
Concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the Fiscal Year 2019 (including exhibits; hereinafter
referred to as this “Agreement”) shall be as follows. Unless otherwise provided for, the terms used in this Exhibit
1 shall have the same meaning as the terms used in the main body of this Agreement.


 


	Article 1	(Purpose)




 


The primary purpose
of allocating the Stock Acquisition Rights to the Qualified Person is to give the Qualified Person an incentive to contribute towards
the improvement of the Sony Group’s business performance and thereby improve the business performance by making the economic
interest, which the Qualified Person will receive, correspond to the business performance of the Corporation.


 


	Article 2	(Restrictions under the Terms and Conditions 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.


 


	Article 3	(Subscription for and Allocation of the Stock Acquisition Rights)




 


The Qualified Person
hereby applies for subscription for the number of Stock Acquisition Rights set forth in the main body of this Agreement, which
such Stock Acquisition Rights are to be issued in accordance with the Terms and Conditions, and pursuant to this Agreement, the
Corporation allocates such number of the Stock Acquisition Rights to the Qualified Person in accordance with the following terms
on November20, 2019 (hereinafter referred to as the “Allotment Date”).


 


		(1)	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 the event that the Corporation
conducts a stock split (including free distribution of shares (musho-wariate)) or a consolidation of the shares of common
stock of the Corporation, the number of shares to be issued or transferred upon exercise of each Stock Acquisition Right (hereinafter
referred to as the “Number of Granted Shares”) shall be adjusted in accordance with the following formula:


 


	
        Number 

        of Granted Shares

after adjustment

        
	=	Number of 

Granted Shares

before Adjustment	x	
        Ratio of split or 

        consolidation

         



 


Provided, however, that such
adjustment 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.


 






     


     


    

 


		(2)	Payment in exchange for Stock Acquisition Rights:



 


The Stock Acquisition Rights
are issued without payment of any consideration to the Corporation.


 


		(3)	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”) is initially:



 


 ¥ ● yen


 


Provided, however, that if the
closing price of shares of common stock of the Corporation in the regular trading thereof on the Tokyo Stock Exchange (hereinafter
referred to as the “Closing Price”) on the Allotment Date (if there is no Closing Price on such date, the Closing Price
on the immediately preceding trading day) is higher than ¥ ● yen, then the amount equal to the Closing Price on the
Allotment Date shall be the initial Exercise Price. In this case, the Corporation shall notify such initial Exercise Price to the
Qualified Person. The Exercise Price may be adjusted pursuant to the provisions of the Terms and Conditions.


 


		(4)	Period during which the Stock Acquisition Rights may be exercised:



 


As provided for in Exhibit 3
of this Agreement


 


	Article 4 	(Corporation and its Shares)




 


		(1)	Trade name of the Corporation:



 


SONY CORPORATION


 


		(2)	Total number of shares authorized to be issued by the Corporation:



 


3,600,000,000 shares


 


		(3)	Number of shares constituting one (1) unit of shares:



 


100 shares


 


		(4)	Transfer Agent



 


Mitsubishi UFJ Trust and Banking
Corporation


 


4-5, Marunouchi 1-chome, Chiyoda-ku,
Tokyo


 


(Business office) Mitsubishi
UFJ Trust and Banking Corporation


 


Corporate
Agency Division


 


4-5, Marunouchi
1-chome, Chiyoda-ku, Tokyo


 






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		(5)	Application of the Act on Transfer of Bonds, Shares, etc.



 


The provisions of the Act on Transfer
of Bonds, Shares, etc. will apply to shares of common stock of Sony Corporation to be issued or transferred upon exercise of each
Stock Acquisition Right.


 


	Article 5	(Restrictions on and Conditions for Exercise of the Stock Acquisition Rights and Prohibition of Disposition)




 


1.         Notwithstanding
Item (4) 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 (4) 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 20, 2021 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 20, 2022.


 


2.         In
case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation
or of group companies of the Corporation (subsidiaries and affiliates of the Corporation as defined in the “Ordinance for
Terms, Forms and Preparation Methods of Financial Statements, etc.” under the Japanese Financial Instruments and Exchange
Act , 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 may any Stock Acquisition Rights be exercised after the period provided for in Item (4) of Article 3.


 


		(1)	If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant
to the rules of employment of the Corporation or of 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, officer or employee of the Corporation or of the Sony Group Companies (hereinafter referred to as the “Status Forfeit
Date”);


 






    - 3 - 


     


    

 


		(2)	If the Qualified Person ceases to be a director, corporate executive officer, officer or employee
of the Corporation or of the Sony Group Companies due to his/her death:



 


Subject to the provision of
Article 7, 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 last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date
(if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding business day shall
be the last day of such period), 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 last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date (if
the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding business day shall be
the last day of such period) subject to the provision of Article 7; and


 


		(3)	If the Qualified Person forfeits the status as a director, corporate executive officer, officer
or employee of the Corporation or of the Sony Group Companies due to any other events:



 


The Qualified Person may exercise
the Exercisable Stock Acquisition Rights until and including the last day of the one (1) year period commencing on the date immediately
following the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately
preceding business day shall be the last day of such period), 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 last day of the
one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year
period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period).


 


3.         The
Qualified Person may not exercise the Stock Acquisition Rights in any of the following cases:


 


		(1)	If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies
as such competitor’s officer, employee or consultant, and any of the designated Representative Corporate Executive Officer(s)
of the Corporation determines not to permit the exercise by such Qualified Person of the Stock Acquisition Rights allocated to
such Qualified Person.



 






    - 4 - 


     


    

 


		(2)	If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty
against the Corporation or the Sony Group Companies.



 


		(3)	If 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.


 


5.         In
no circumstances shall any Qualified Person request the Corporation to purchase the Stock Acquisition Rights held by him/her.


 


	Article 6	(Procedures for Exercising the Stock Acquisition Rights)




 


Procedures for exercising
the Stock Acquisition Rights shall be provided for in the Terms and Conditions and Exhibit 3 of this Agreement, and in addition,
detailed matters concerning such procedures shall be provided for in a “Guide to the Sony Stock Option Program” separately
provided and delivered by the Corporation to the Qualified Person no later than the Commencement Date of Exercisable Period.


 


	Article 7	(Inheritance of the Stock Acquisition Rights)




 


1.         In
case that the Qualified Person dies, the heir of 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, officer or employee of the Corporation or of the Sony Group Companies due
to any events provided for in each Item of Article 5, Paragraph 2 (excluding Item (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 (4) of Article 3.


 


2.         In
case that there are more than one (1) heir of the Qualified Person, the heirs must designate one (1) 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);



 






    - 5 - 


     


    

 


		(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	(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 9	(Compliance with Financial Instruments and Exchange Act, 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 Financial Instruments and Exchange Act of Japan, any other applicable
laws and regulations including but not limited to applicable U.S. laws, and the Rules for Prevention of Insider Trading 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 Legal Division 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 insider trading) of the Financial Instruments and Exchange Act of Japan.


 


	Article 10	(Treatment in Events of Corporate Transaction)




 


1.       In
the event of any corporate transaction excluding (a) a consolidation, amalgamation or merger in which the Corporation is not the
continuing corporation, or (b) share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) pursuant to which
the Corporation is to become a wholly-owned subsidiary of another corporation involving the Corporation, including a dissolution
or liquidation of the Corporation, a sale of all or substantially all of the Corporation’s assets, a corporate split, or
any other similar transaction, the Corporation may (x) cause the entity resulting from such transaction to execute an agreement
providing that a holder of the Stock Acquisition Rights shall have the right during the term to exercise the Stock Acquisition
Rights and upon the exercise of the Stock Acquisition Rights to receive the class and amount of shares and other securities and
property receivable upon such transaction by a holder of the number of shares in respect of which the Stock Acquisition Rights
could have been exercised immediately prior to such transaction or (y) prevent from being exercised, effective immediately upon
the occurrence of such transaction, each Stock Acquisition Right outstanding immediately prior to such transaction (whether or
not then exercisable).


 






    - 6 - 


     


    

 


2.       In
the event that the Corporation enters into a definitive agreement or makes a decision by board resolution or by shareholder approval
at the shareholders’ meeting to effectuate one (1) or more of the transactions or events described in the immediately preceding
Paragraph, the Corporation may provide not less than twenty days advance notice to the Qualified Person from the consummation of
such transaction or event and give the Qualified Person the opportunity to exercise their Stock Acquisition Rights (whether or
not such Stock Acquisition Rights are then vested or exercisable), immediately prior to, and subject to, the consummation of such
transaction or event.


 


	Article 11	(Condition Subsequent)




 


This Agreement shall terminate, automatically,
without any procedures being taken, in the event that the Qualified Person is not in the position of director, corporate executive
officer, officer or employee of the Corporation or of the Sony Group Companies on the Allotment Date.


 


	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.


 






    - 7 - 


     


    

 


	Article 13	(Amendment to this Agreement and Treatment of Matters Not Provided for in this Agreement)




 


1.         If
it is found that this Agreement is not in compliance with the Companies Act, the Financial Instruments and Exchange Act, the Income
Tax Act, the Corporation Tax Act 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 the Stock Acquisition Rights;



 


		(2)	sending documents to the Qualified Person at his/her department in the Corporation (including any
Sony Group Company) or sending electronic data to the e-mail address of the Qualified Person at the Corporation (including any
Sony Group Company); or



 


		(3)	giving notice on the web site of the Corporation (including any Sony Group Company).



 


	Article 15	(Governing Law and Jurisdiction)




 


This Agreement shall
be governed by and construed in accordance with the laws of Japan. The Tokyo District Court shall have the exclusive jurisdiction
for settling any and all disputes that arise under or in connection with this Agreement.


 






    	 	- 8 -	 



     


    

 


 










 


 

 





(English translation)


 


Exhibit 2


 


TERMS AND CONDITIONS OF THE FORTIETH 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 Fortieth 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 20, 2019 by the Corporation in accordance
with the special resolution adopted at the 102nd Ordinary General Meeting of Shareholders held on June 18, 2019 and the resolution
adopted at the meeting of the Board of Directors held on October 30, 2019:


	 	 	 	 	 	 	 
	
        1. Aggregate Number of Stock Acquisition Rights

         
	16,802
	
        2. Class and Number of Shares to be Issued or Transferred upon Exercise
        of Stock Acquisition Rights

         
	
        The class of shares to be issued or transferred
        upon exercise of the Stock Acquisition Rights shall be shares of common stock, and the number of shares to be issued or transferred
        upon exercise of each Stock Acquisition Right (hereinafter referred to as the “Number of Granted Shares”) shall be
        100 shares.

         

        The aggregate number of shares to be issued
        or transferred upon exercise of the Stock Acquisition Rights shall be 1,680,200 shares of common stock of the Corporation (hereinafter
        referred to as the “Common Stock”). However, in the event that the Number of Granted Shares is adjusted pursuant to
        Condition 3 below, the aggregate number of shares to be issued or transferred upon exercise of the Stock Acquisition Rights shall
        be adjusted to the number obtained by multiplying the Number of Granted Shares after adjustment by the aggregate number of the
        Stock Acquisition Rights as prescribed in Condition 1 above.

         

	3. Adjustment of Number of Granted Shares	(1) In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock, the Number of Granted Shares shall be adjusted in accordance with the following formula:
	 	 
	 	Number of

Granted Shares

after adjustment	=	Number of

Granted Shares

before adjustment	x	Ratio of split or

consolidation	 
	 	 	 	 	 	 
	 	
        (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 on which the Exercise Price after adjustment becomes effective as provided
        for in Item (2) of Condition 7 with regard to the adjustment of the Exercise Price pursuant to Condition 7 for the same reason
        as the adjustment of the Number of Granted Shares.



 



     


     


     


	 	 	 	 	 	 	 
	 	
        (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. Payment in exchange for Stock Acquisition Rights

         
	The Stock Acquisition Rights are issued without payment of any consideration to the Corporation.
	
        5. Allotment Date of Stock Acquisition Rights

         
	November 20, 2019 (hereinafter referred to as the “Allotment Date”)
	
        6. Amount of Assets to be Contributed upon Exercise of Stock Acquisition
        Rights

         
	
        The amount of assets to be contributed upon
        exercise of the Stock Acquisition Rights shall be the amount obtained by multiplying the amount to be paid per share to be issued
        or transferred upon exercise of the Stock Acquisition Rights (hereinafter referred to as the “Exercise Price”) by the
        Number of Granted Shares. The Exercise Price is initially ● yen.

         

        Provided, however, that if the closing price
        of the Common Stock in the regular trading thereof on the Tokyo Stock Exchange (hereinafter referred to as the “Closing Price”)
        on the Allotment Date (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading day) is
        higher than ● yen, then the amount equal to the Closing Price on the Allotment Date shall be the initial Exercise Price.

         

	
        7. Adjustment of Exercise Price

         
	(1) In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock after the Allotment 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 the adjustment shall be rounded up to the nearest one (1) yen:
	 	 
	 	Exercise

Price after

adjustment	=	Exercise

Price before

adjustment	×	1	 
	 	Ratio of split or consolidation	 


 


	 	
        (2) In the case that the Exercise Price is
        adjusted pursuant to the immediately preceding Item, the effective date of the Exercise Price after adjustment shall be as set
        forth below:

         

        The Exercise Price after adjustment shall become
        effective, in the case of a stock split, on and after the day immediately following the record date for such stock split, and in
        the case of a stock consolidation, on and after the effective date thereof.

         

        (3) In addition to the cases in Item (1) of
        this Condition where the Exercise Price is required to be adjusted, the Exercise Price shall be adjusted in a manner deemed to
        be appropriate by the Corporation in the following cases.

         

        (i)  When
        the Exercise Price is required to be adjusted due to a merger, corporate split (split by new incorporation or by absorption) or
        reduction of the amount of capital of the Corporation.

         

        (ii) In
        addition to Item (i) above, when the Exercise Price is required to be adjusted due to the occurrence of an event that causes or
        may cause a change in the total number of the issued Common Stock.



 



    2


     


     


	 	
        (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 Acquisition Rights May be Exercised

         
	
        From and including November 20, 2020, up to
        and including November 19, 2029. If the last day of such period falls on a holiday of the Corporation, the immediately preceding
        business day shall be the last day of such period.

         

	
        9. Conditions for Exercise of 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, the 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).

         

	10. Restrictions under the U.S. Securities Act and Other Matters	
        The Corporation shall not be obligated to effect
        the registration pursuant to the U.S. Securities Act of 1933, as amended, of any Common Stock to be issued or transferred upon
        exercise of the Stock Acquisition Rights or to effect similar compliance under any similar laws. Notwithstanding anything herein
        to the contrary, the Corporation shall not be obligated to issue or cause to be issued or delivered any Common Stock pursuant to
        these terms and conditions unless and until the Corporation is advised by its legal counsel that the issuance and delivery of such
        Common Stock is in compliance with all applicable laws, regulations of governmental authorities and the requirements of any securities
        exchange on which the Common Stock is traded. The Corporation may require, as a condition to the issuance and transfer of the Common
        Stock pursuant to these terms and conditions, that the recipient of such Common Stock make such covenants, agreements and representations,
        and that records and any other documentation of such Common Stock bear such legends, as the Corporation deems necessary or desirable.
        The exercise of any Stock Acquisition Right granted hereunder shall only become effective at such time as counsel to the Corporation
        shall have determined that the issuance and transfer of the Common Stock pursuant to such exercise is in compliance with all applicable
        laws, regulations of governmental authorities and the requirements of any securities exchange on which the Common Stock is traded.

         

        The Corporation may, in its sole discretion,
        defer the effectiveness of the exercise of a Stock Acquisition Right granted hereunder to allow the issuance and transfer of the
        Common Stock upon such exercise to be made pursuant to registration or an exemption from registration or other methods for compliance
        available under federal or state securities laws. The Corporation shall inform the holder of such Stock Acquisition Right in writing
        of the decision to defer the effectiveness of the exercise of such Stock Acquisition Right granted hereunder. During the period
        that the effectiveness of the exercise of a Stock Acquisition Right has been deferred, the holder of such Stock Acquisition Right
        may, by a written notice, withdraw such exercise and obtain the refund of any amounts paid in connection with such exercise.



 


	
        11. Mandatory Repurchase of 

Stock Acquisition Rights

         
	Not applicable.


 



    3


     


     


	
        12. Restrictions on 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.
	13. Application for Exercise of Stock Acquisition Rights and Manner of Payment	
        (1) In the case of exercise of the Stock Acquisition
        Rights, the holder of the Stock Acquisition 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. 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 at such place.

         

        (2) With submission of the Application Form
        for Exercise of the Stock Acquisition Rights as provided in (1) above, the entire amount of the Exercise Price to be paid in 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 at or before 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 for Exercise of Stock Acquisition Rights
        are Made

         
	
        Corporate Human Resources (or any division
        in charge of the relevant service from time to time) of Sony Corporation.

         

	
        15. Payment Handling Place on Exercise of Stock Acquisition Rights

         
	
        Sumitomo Mitsui Banking Corporation, Head Office
        (or any successor bank of such bank from time to time and/or any successor office of such office).

         

	16. Effective Date and Time of Exercise of Stock Acquisition Rights	
        The exercise of the Stock Acquisition Rights
        shall become effective when an Application Form for Exercise of the Stock Acquisition Rights referred to in Item (1) of Condition
        13 which is accepted at the place where applications for exercise of the Stock Acquisition Rights are made are delivered to the
        payment handling place provided for in Condition 15 and the Amount of Payment is duly paid to the Designated Account.

         

	17. 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 the 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 the 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.



 



    4


     


     


	18. Handling of Matters Relating to Abolition of Unit Share System	
        In the case that the Corporation abolishes
        the unit share system after the Allotment Date of the Stock Acquisition Rights, the Corporation may take necessary measures for
        handling the related matters thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of
        the Companies Act of Japan and consistent with these terms and conditions.

         

	19. Handling of Matters Relating to Amendments to Companies Act, and other Laws and Regulations	In the case that provisions of the Companies Act of Japan and/or other Japanese laws and regulations relating to the shares or the stock acquisition rights are amended after the Allotment Date of the Stock Acquisition Rights, the Corporation may take necessary measures for handling the matters relating thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the Companies Act of Japan and/or other Japanese laws and regulations then in effect and consistent with these terms and conditions.


 






    	 	5	 



     


    

 











 



 


(English translation)


 


Exhibit 3


EXERCISE PERIOD (TAX ELIGIBLE)


 


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 Exhibit 1 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Corporation
for the Fiscal Year 2019 (including exhibits; hereinafter referred to as the “Agreement”) and the period during which
the Stock Acquisition Rights may be exercised provided for in Item (4) of Article 3 of Exhibit 1 of the Agreement. Unless otherwise
provided for, the terms used in this Exhibit 3 shall have the same meaning as used in the main body and Exhibit 1 of 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 October 31, 2021 to and including October 30, 2029 (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 Exhibit 1 of the Agreement.).


 


2.       (Method
of exercise of the Stock Acquisition Rights)


 


		(1)	In order to be entitled to the special taxation measure (hereinafter referred to as the “Special
Taxation Measure”) provided for in Article 29-2 of the Act on Special Measures Concerning Taxation, the Qualified Person
shall be subject to the following provisions, as for the exercise of the Stock Acquisition Rights, as well as the conditions provided
for in the Terms and Conditions and Exhibit 1 of the Agreement.



 


(i) Total amount
of exercise price with respect to the exercise of the Stock Acquisition Rights for one (1) calendar year (from and including January
1 to and including December 31) shall not exceed \12,000,000.


 


(ii) The shares
that the Qualified Person acquires upon exercise of the Stock Acquisition Rights shall be delivered through the account that the
Qualified Person opens in his/her name at a sales office or a business office of a financial instruments business operator, etc.
for the purposes of (a) writing or recording his/her transaction with respect to the stock option in a transfer account book and/or
(b) holding such shares on his/her behalf. Such account shall be opened pursuant to an agreement for the above-mentioned purposes
entered into between the Corporation and such financial instruments business operator, etc. in accordance with Article 29-2, Paragraph
1, Item 6 of the Act on Special Measures Concerning Taxation. Information on such financial instruments business operator, etc.
is described in the “Guide to the Sony Stock Option Program” provided for in Article 6 of Exhibit 1 of the Agreement.


 






    	 		 



     


    

 


 


(iii) The Qualified
Person shall comply with the procedures set forth in the “Guide to the Sony Stock Option Program” as specified procedures
required by the relevant law to be entitled to the Special Taxation Measure.


 


		(2)	In the case where the Qualified Person is a major shareholder or a person involved with a major
shareholder, which is specified in the Act on Special Measures Concerning Taxation or may not be entitled to the above Special
Taxation Measure pursuant to such Act, Items (i) and (iii) of the immediately preceding Paragraph shall not apply to such Qualified
Person.








 


 



    	 		 



     


    




 


 

 


(English translation)


 


Exhibit 3


 


EXERCISE PERIOD (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 Exhibit 1 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the Fiscal
Year 2019 (including exhibits; hereinafter referred to as the “Agreement”) and the period during which the Stock Acquisition
Rights may be exercised, which is provided for in Item (4) of Article 3 of Exhibit 1 of the Agreement. Unless otherwise provided
for, the terms used in this Exhibit 3 shall have the same meaning as used in the main body and Exhibit 1 of 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 20, 2020 to and including November 19, 2029 (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 Exhibit 1 of the Agreement.).


 


2.       (Method
of delivery of shares)


 


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 financial instruments business operators, etc. for writing or record in a transfer
account book or custody of the shares with respect to the stock option pursuant to the arrangements for writing or record in a
transfer account book or delegation of custody of the shares entered into between the Corporation and such financial instruments
business operators, etc. Information on such financial instruments business operators, etc. is described in the “Guide to
the Sony Stock Option Program” provided for in Article 6 of Exhibit 1 of the Agreement.


 


 






    	 		 



     


    

 





 


 


 




 


Exhibit 4


 


REPRESENTATIONS AND WARRANTIES FOR NON-US PARTICIPANTS


 


The Qualified Person confirms the following
matters pursuant to Article 13 of Exhibit 1 attached to the Allocation Agreement.


 


	 	1.	(Employment Contract)


 


I understand that nothing in the
Sony Corporation Stock Acquisition Rights Plan (the “Plan”) terms form part of my employment contract, unless my employment
contract expressly states otherwise. Participation in the Plan does not create any right to continued employment.


 


I understand that neither the participation
in the Plan nor the grant of the Stock Acquisition Rights (hereinafter referred to as the “Option” in this Exhibit
4) creates any rights to participate in the Plan or to be granted any stock acquisition right, Option or award in the future. The
Plan may cease to be operated in the future although any existing Options granted under the Plan will continue in accordance with
the Allocation Agreement, Exhibits, and the Terms and Conditions.


 


I understand that I have no claim
or right of action in respect of any decision, omission or discretion which may operate to my disadvantage even if it is unreasonable,
irrational or might otherwise be regarded as being in breach of any duty, except as set out in the relevant Plan documentation.


 


I understand I have no right to
compensation for any loss in relation to the Plan, including any loss in relation to:


 


	 	●	a reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);


 


	 	●	any exercise of a discretion or a decision taken in relation to an award or to the Plan, or any failure to exercise a discretion or take a decision; and


 


	 	●	the operation, suspension, termination or amendment of the Plan.


 


 



     


     


     


I understand that as the grant by
the Corporation is entirely discretionary, the benefits and rights acquired under the Plan do not constitute “base salary”
or other regular employment earnings and that nothing in the rules or operation of the Plan forms part of my contract of employment
or employment relationship, which rights are separate from and not affected by, the Plan. I understand and agree that under no
circumstances will the benefits derived from the Plan be included as part of my employment earnings for purposes of calculating
any of the Corporation’s and/or the Sony group companies’ (including my employer) obligations to me for bonus, retirement,
severance, or any other such payments.


 


	2.	(Data Protection)


 


I consent to the collection, use
and disclosure by the Corporation and/or companies in the Sony group (including my employer) of any personal information or data
necessary for the administration of the Plan.


 


Subject to legislative requirements,
the information may be retained after my Options are exercised or cancelled. I understand that I can contact the Secretariat of
the Stock Option Plan, Corporate Human Resources, Sony Corporation.


 


I understand that the information
provided to the Corporation, the companies in the Sony group (including my employer), and/or to their duly authorized third party
designee(s) retained for the purpose of assisting the Corporation or the Sony group companies with administration of the Options
and provided in relation to the Plan will be used in relation to the administration of my Options under the Plan.


 


The Corporation and/or any of the
companies in the Sony group (including my employer) may give information to others (including people acting as agents of the Corporation
and/or any of the companies in the Sony group) in connection with the administration of the Plan on the understanding that they
will keep the information secure.


 


In order to process the information
the Corporation and/or companies in the Sony group (including my employer) may transfer the information to other countries that
may have a different level of statutory protection for my information than in my home country.


 


I understand that I have a right
to access certain information that the Plan holds about me and in order to exercise this right, I can contact the Secretariat of
the Stock Option Plan, Corporate Human Resources, Sony Corporation.


 


[Note regarding Italy: Although
there is no grantee in Italy under JPY plan in 2019, we have included the disclaimer below as a reminder for subsequent years,
when there may be grantees in Italy.


 


 



    2 


     


     


 


I understand that the conferral
of the information is optional and even if I refuse the conferral of the information, this refusal brings me no disadvantage. I
also understand that I have a right to object, in whole or in part, to the processing of the information.]


 


	 	3.	(Payment of Tax, Social Security or Other Amounts)


 


I authorize the Corporation and
companies in the Sony group (including my employer) to withhold any amounts or make such arrangements as they consider necessary
to meet any liability due to taxation, social security or other amounts in respect of my participation in the Plan. These arrangements
may include the sale or reduction in number of any shares of the Corporation (hereinafter referred to as the “Shares”)
unless I, as the participant in the Plan, discharge the liability myself.


 


	 	4.	(Tax Filings)


 


By signing the Allocation Agreement,
I agree to:


 


	 	(1)	make all neccessary personal tax filings in the territory where I am tax resident in relation to this Plan;


 


	 	(2)	make any required foreign exchange filings or notifications in relation to my holding of rights under the Plan in the territory where I am foreign exchange resident; and


 


	 	(3)	comply with any requirements to notify my employer of my interests in rights relating to the Shares (whether these requirements are based on the internal rules of the Corporation, the Sony group, my employer or applicable law).


 


	 	5.	(Pensions)


 


I understand and agree that this grant
of Options to me will not affect my pension rights in any way. No additional contributions will be made by the Corporation or by
any other member of the Sony group (including my employer) as a result of my participation in this Plan. Any pension I may receive
will not be increased by my participation in this Plan.


 


	 	6.	(Tax Treatment)


 


I understand and agree that neither
the Corporation nor any member of the Sony group (including my employer) has arranged for any special tax treatment to apply to
these Options other than those expressly stated in the Allocation Agreement, if any. The Options are not tax qualified in any jurisdiction
unless otherwise expressly stated in the Allocation Agreement.


 


 



    3 


     


     


[European Union:


 


This offer is being made to the Qualified Person
as part of the Plan in order to provide an additional incentive and to encourage employee share ownership and to increase your
interest in the success of the Corporation . The company offering these rights is the Corporation. The shares which are the subject
of these rights are new common stock in the Corporation. More information in relation to the Corporation including the share price
can be found at the following web address: www.sony.com.


 


The
obligation to publish a prospectus does not apply because of Article 1(4)(i) of the EU Prospectus Regulation. The total maximum
number of shares which are the subject of this offer is 1,680,200.]


 


[Australia: The Qualified Person confirms that
he/she acknowledges and understands the following matters.


 


	 	1.	The Exercise Price will be calculated in the future on the Allotment Date in accordance with Article 3 of Exhibit 1 attached to the Allocation Agreement. By way of example only, if the Allotment Date was the date of the offer of the Options under the Agreement (being November 19, 2019), the Exercise Price would be ¥ ●, of which the Australian dollar equivalent is A$ ● (calculated at the rate of A$ 1 = ¥ ●, the rate of exchange at the closing of November 19, 2019).


 


	 	2.	The Corporation undertakes that upon request, the information about the current market price of the Shares of the Corporation and the Exercise Price throughout the offer period (including information about the Australian dollar equivalent of that price and of the Exercise Price) will be provided to the Qualified Person within a reasonable time of such request being made to Sony (Australia) Pty Limited (33-39 Talavera Road, NORTH RYDE NSW, 2113, Tel:+61-29-887-6666, Fax: +61-29-887-4351).


 


	 	3.	Any advice given by the Corporation in connection with the Options is general advice only. Nothing in the documentation is to be taken to constitute a recommendation or statement of opinion that is intended to influence a person or persons in making a decision to acquire any Options and the Qualified Person should consider obtaining his/her own financial product and/or legal advice from an independent person. The documentation does not take into account the objectives, financial situation or needs of any particular person. Before acting on the information contained in the documentation, or making a decision to participate, the Qualified Person should seek professional advice as to whether such participation is appropriate in light of his or her personal circumstances.


 


 



    4 


     


     


	 	4.	The Qualified person has no rights until the Exercise Price is determined on the Allotment Date in accordance with Article 3 of Exhibit 1 attached to the Allocation Agreement.]


 


[Belgium:


 


The Qualified Person agrees that the Allocation
Agreement is drawn up in English.]


 


[Brazil:


 


This document is solely for the use and information
of persons to whom they are addressed and no other person. This document is addressed only to the Qualified Person and may not
be reproduced or copied in any form.


 


The Options granted under the Plan have not been
and will not be publicly issued, placed, distributed, offered or negotiated in the Brazilian capital markets and, as a result,
will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários, the CVM). Therefore,
the Options granted under the Plan will not be offered or sold in Brazil, except in circumstances which do not constitute a public
offering, placement, distribution or negotiation under the Brazilian capital markets regulation.]


 


[Chile:


 


The offer to participate in the Plan is made to
you as an employee of SONY CHILE LTDA. and is only directed at the individuals to whom the offer is specifically addressed. The
offer is a private offer subject to Norma de Carácter General 336 (General Regulation 336) of the Superintendencia de Valores
y Seguros (Chilean Securities and Insurance Commission or ‘SVS’). 


 


Please note that the company, the Plan or the
securities offered under the Plan are not registered in the Registro de Valores (Securities Registry) or in the Registro de Valores
Extranjeros (Foreign Securities Registry) maintained by the SVS, nor are they subject to the supervision or control of the SVS.
If such securities are offered within Chile, they will be offered and sold only pursuant to General Regulation 336 of the SVS,
an exemption to the registration requirements, or in circumstances which do not constitute a public offer of securities in Chile
within the meaning of Article 4 of the Chilean Securities Market Law 18,045. The issuer is not obliged under Chilean law to disclose
or deliver any public information regarding the securities in Chile. The securities may not be publicly offered in Chile unless
they are registered in the corresponding securities registry. The offer start date is included in the plan documents provided to
you in respect of this specific award.


 


 



    5 


     


     


La oferta a participar en el Plan se ha hecho
a usted como empleado de SONY CHILE LTDA.


 


y va destinada sólo a las personas a las
que la oferta va dirigida específicamente. La oferta es una oferta privada sujeta a la Norma de Carácter General
No336 de la Superintendencia de Valores y Seguros ("SVS"). Tenga en cuenta que la empresa, el Plan y los valores
ofrecidos bajo el Plan no han sido registrados en el Registro de Valores o en el Registro de Valores Extranjeros mantenido por
la SVS, ni están sujetos a la supervisión ni control de la SVS. Si dichos valores son ofrecidos dentro de Chile,
serán ofrecidos y colocados sólo de acuerdo a la Norma de Carácter General 336 de la SVS, una excepción
a la obligación de registro, o en circunstancias que no constituyan una oferta pública de valores en Chile según
lo definido por el Artículo 4 de la Ley 18.045 de Mercado de Valores de Chile. El emisor no está obligado bajo la
ley chilena a revelar o proporcionar ninguna información pública en relación con los valores en Chile. Los
valores no pueden ser ofrecidos públicamente en Chile a no ser que se registren en el registro de valores correspondiente.
La fecha de inicio de la oferta está incluida en los documentos del plan relativos al premio específico, entregados
a usted.]


 


[Denmark:


 


	 	1	Tildelingstidspunkt for aktieoptioner i Sony Corporation (”Optionerne”) 


 


Aftale Vedrørende Tildeling af Aktieoptioner
i Sony Corporation for Regnskabsåret 2019 (”Tildelingsaftalen”) er indgået mellem Sony Corporation og modtageren
(den ”Kvalificerede Person”) pr 19. november 2019 Datoen for tildelingen af Optionerne er den 20. november 2019.


 


	 	2	Kriterier eller betingelser for tildelingen 


 


Optioner tildeles direktionsmedlemmer og medarbejdere udvalgt af Sony Corporation (”Selskabet”),
som underskriver Tildelingsaftalen af 19. november 2019.


 


	 	1	The time of the grant of the stock acquisition rights of Sony Corporation (the “Options”)


 


The Agreement Concerning Allocation of the
Stock Acquisition rights of Sony Corporation for the Fiscal Year 2019 (the “Allocation Agreement”) is entered into
between Sony Corporation and the grantee (the “Qualified Person”) as of November 19, 2019. The date of the grant of
the Options is November 20, 2019.


 


	 	2	The criteria or conditions for the grant 


 


Options are granted to officers and employees
selected by Sony Corporation (the “Corporation”) who sign the Allocation Agreement as of November 19, 2019.


 


 



    6 


     


     


 


	 	3	Udnyttelsestidspunktet eller udnyttelsesperioden eller information om hvorledes udnyttelsestidspunkt fastsættes 


 


Optionerne modnes og kan udnyttes i tre omtrent
lige store årlige rater, fra og med årsdagen for tildelingen.


 


	 	4	Tegningskursen eller information om hvorledes tegningskursen fastsættes 


 


Beløbet som erlægges pr. aktie
udstedt eller overdraget når Optionerne udnyttes (herefter ”Udnyttelseskursen”) er som udgangspunkt US$ ●.


 


Det forudsættes dog, at såfremt det US-dollar beløb, der opnås
ved at dele slutkursen for aktier i selskabet i den regulære handel hermed på Tokyo Stock Exchange (herefter ”Slutkursen”)
den 20. november 2019 (”Tildelingsdatoen”) (såfremt der ikke er nogen Slutkurs denne dato, vil Slutkursen på
den umiddelbart forudgående handelsdag være gældende) med den gennemsnitlige kursnotering hos en ledende erhvervsbank
i Tokyo, som sælger spot US-dollar ved telegrafisk overførsel af yen i ti (1o) på hinanden følgende handelsdage
(eksklusiv dage hvor der ikke er nogen Slutkurs) umiddelbart forud for Tildelingsdatoen (herefter ”Referencekursen”)
(eventuelle decimaler efter en sådan beregning mindre end en (1) cent skal rundes op til nærmeste hele cent) er højere
end US$●, så skal beløbet svarende
til US-dollar beløbet beregnet ved at dele Slutkursen på Tildelingsdatoen med Referencekursen (eventuelle decimaler
efter en sådan beregning mindre end en (1) cent skal rundes op til nærmeste hele cent) skal udgøre den første
Udnyttelseskurs. I så fald skal Selskabet oplyse en sådan første Udnyttelseskurs til den Kvalificerede Person
ved fremsendelse af meddelelse herom (herefter ”Meddelelsen”) på eller omkring den 20. november 2019.


 


	 	3	The exercise time or exercise period or information on how the exercise time is determined 


 


The Options shall vest and become exercisable
in three approximately equal annual installments beginning on the first anniversary of the date of the grant.


 


	 	4	The subscription price or information on how the subscription price is fixed 


 


Amount to be paid per Share to be issued or
transferred upon exercise of the Options (hereinafter referred to as the “Exercise Price”) is initially US$ ●.


 


Provided, however, that if the U.S. dollar amount obtained by dividing the closing price
of Shares of the Corporation in the regular trading thereof on the Tokyo Stock Exchange (hereinafter referred to as the “Closing
Price”) on November 20, 2019 (the “Allotment Date”) (if there is no Closing Price on such date, the Closing Price
on the immediately preceding trading day) 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 ten (10) consecutive trading days (excluding days on which
there is no Closing Price) immediately prior to the Allotment Date (hereinafter referred to as 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) is
higher than US$●, then the amount equal to the
U.S. dollar amount obtained by dividing the Closing Price on the Allotment Date 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) shall be the initial
Exercise Price. In this case, the Corporation shall notify such initial Exercise Price to the Qualified Person by sending a notice
(hereinafter referred to as the “Notice”) on or about November 20, 2019.


 



    7 


     


     


	 	5	Medarbejderens rettigheder ved ansættelsesforholdets ophør 


 


(1)       I
tilfælde af at den Kvalificerede Person mister sin position som bestyrelsesmedlem, direktionsmedlem eller medarbejder i Selskabet
eller i Sony-koncernen på grund af en af følgende årsager, skal udnyttelsen af Optionerne være underlagt
de begrænsninger, der er beskrevet nedenfor; dog forudsat at Optionerne under ingen omstændigheder kan udnyttes efter
perioden angivet under punkt 3 ovenfor.


 


(i) Såfremt den Kvalificerede Person
bortvises eller opsiges på grund af misligholdelse i henhold til Selskabets eller Sony Koncernens ansættelsesregler
eller fjernes fra embedet:


 


Den Kvalificerede Person kan ikke udnytte Optionerne
på eller efter datoen på hvilken han/hun mister sin position som bestyrelsesmedlem, direktionsmedlem eller medarbejder
i Selskabet eller Sony Koncernen (herefter “Fortabelsesdatoen”);


 


(ii) Såfremt den Kvalificerede Person
ophører med at være bestyrelsesmedlem, direktionsmedlem eller medarbejder i Selskabet eller i Sony Koncernen på
grund af den Kvalificerede Persons død:


 


	 	5	The employee’s rights in connection with the termination of employment 


 


(1)       In
case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation
or of the Sony Group Companies by falling under any of the following items, the exercise of the Options shall be subject to the
restrictions provided for in such following item; provided, however, that in no case may any Options be exercised after the period
provided for in Item (4) of Article 3 of the Allocation Agreement.


 


(i) If the Qualified Person is subject to punitive
dismissal or resignation under instruction pursuant to the rules of employment of the Corporation or of the Sony Group Companies
or removed from office:


 


The Qualified Person may not exercise the Options
on and after the day on which he/she forfeits the status as a director, corporate executive officer, officer or employee of the
Corporation or of the Sony Group Companies (hereinafter referred to as the “Status Forfeit Date”);


 


(ii) If the Qualified Person ceases to be a
director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies due to his/her death:


 


 


 



    8 


     


     


 


 


I henhold til bestemmelse 7 i Tildelingsaftalen
kan arvingerne til den Kvalificerede Person udnytte Optionerne, som kan udnyttes i henhold til punkt (1) i denne bestemmelse pr.
Fortabelsesdatoen (herefter de “Modnede Optioner”) indtil og inklusive den sidste dag i et (1) års perioden som
begynder dagen efter Fortabelsesdatoen (hvis den sidste dag af denne et (1) års periode er en feriedag i Selskabet, vil den
efterfølgende bankdag udgøre den sidste dag i perioden), men kan dog ikke udnytte Optionerne, som ikke er modnede
i henhold til afsnit 1 i denne bestemmelse pr. Fortabelsesdatoen (herefter de ”Ikke Modnede Optioner”), på og
efter Fortabelsesdagen dog forudsat at såfremt Selskabet tillader arvingerne til den Kvalificerede Person at udnytte de Ikke
Modnede Optioner, modner alle de Ikke Modnede Optioner på Fortabelsesdatoen (eller på Startdatoen for Udnyttelsesperioden,
såfremt Fortabelsesdatoen falder på en dato før Startdatoen for Udnyttelsesperioden), og den Kvalificerede Person
kan udnytte de Ikke Modnede Optioner til og med den sidste dag i et (1) års perioden, som begynder dagen efter Fortabelsesdagen
(hvis den sidste dag af denne et (1) års periode er en feriedag i Selskabet, vil den efterfølgende bankdag udgøre
den sidste dag i perioden) i henhold til bestemmelserne i bestemmelse 7 i Tildelingsaftalen; og


 


(iii) Såfremt den Kvalificerede Person
mister sin position som bestyrelsesmedlem, direktionsmedlem eller medarbejder i Selskabet eller i Sony Koncernen på grund
af andre for-hold:


 


Den Kvalificerede Person kan udnytte de Modnede Optioner indtil og inklusive den sidste
dag i et (1) års perioden, som begynder dagen efter Fortabelsesdagen (hvis den sidste dag af denne et (1) års periode
er en feriedag i Selskabet, vil den efterfølgende bankdag udgøre den sidste dag i perioden), men kan dog ikke udnytte
de Ikke Modnede Optioner på og efter Fortabelsesdagen dog forudsat at såfremt Selskabet tillader den Kvalificerede
Person at udnytte de Ikke Modnede Optioner, modner alle de Ikke Modnede Optioner på Fortabelsesdatoen (eller på Startdatoen
for Udnyttelsesperioden, såfremt Fortabelsesdatoen falder på en dato før Startdatoen for Udnyttelsesperioden),
og arvingerne til den Kvalificerede Person kan udnytte de Ikke Modnede Optioner til og med den sidste dag i et (1) års perioden,
som begynder dagen efter Fortabelsesdagen (hvis den sidste dag af denne et (1) års periode er en feriedag i Selskabet, vil
den efterfølgende bankdag udgøre den sidste dag i perioden).


 


Subject to the provision of Article 7 of the
Allocation Agreement, the heir of the Qualified Person may exercise the Options which are exercisable pursuant to Item (1) of this
Article as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Options”) until and including the
last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this
one (1) year period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such
period), but may not exercise the Options which are not exercisable pursuant to Paragraph 1 of this Article as of the Status Forfeit
Date (hereinafter referred to as the “Unexercisable Options”) on and after the Status Forfeit Date; provided, however,
that if the Corporation allows the heir of the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable
Options 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
Options until and including the last day of the one (1) year period commencing on the date immediately following the Status Forfeit
Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding business day
shall be the last day of such period) subject to the provision of Article 7 of the Allocation Agreement; and


 


(iii) If the Qualified Person forfeits the
status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies due to
any other events:


 


The Qualified Person may exercise the Exercisable Options until and including the last
day of the one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this one
(1) year period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period),
but may not exercise the Unexercisable Options on and after the Status Forfeit Date; provided, however, that if the Corporation
allows the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options 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 Options until and including the last day of
the one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year
period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period).


 



    9 


     


     


 


 


(2)       Den
Kvalificerede Person kan ikke udnytte Optionerne i følgende tilfælde:


 


(i) Såfremt den Kvalificerede Person
arbejder for en konkurrent til Selskabet eller Sony Koncernen som denne konkurrents direktionsmedlem, medarbejder eller konsulent,
og en af de udvalgte Repræsentanter for Ledelsen i Selskabet vælger ikke at tillade en sådan Kvalificeret Persons
udnyttelse af Optionerne tildelt til denne Kvalificerede Person.


 


(ii) Såfremt den Kvalificerede Person
af Selskabet anses for at have udøvet illoyale handlinger mod Selskabet eller Sony Koncernen.


 


(iii) Såfremt den Kvalificerede Person
misligholder bestemmelserne i denne Aftale.


 


	 	6	Økonomiske aspekter af deltagelse i aktieoptionsprogrammet 


 


Aktieoptioner er risikobetonede værdipapirer, der er afhængige af aktiemarkedet.
Som følge heraf er der ingen garanti for, at udnyttelsen
af Optionerne udløser en fortjeneste. Tildelingen af Optionerne har ingen økonomiske konsekvenser for den Kvalificerede
Person.


 


(2)       The
Qualified Person cannot exercise the Options in any of the following cases:


 


(i) If the Qualified Person works for a competitor
of the Corporation or of the Sony Group Companies as such competitor’s officer, employee or consultant, and any of the designated
Representative Corporate Executive Officer(s) of the Corporation determines not to permit the exercise by such Qualified Person
of the Options allocated to such Qualified Person.


 


(ii) If the Qualified Person is regarded by
the Corporation to have performed any act of disloyalty against the Corporation or the Sony Group Companies.


 


(iii) If the Qualified Person violates any
provision of the Agreement.


 


	 	6	The financial aspects of participating in the stock option program 


 


Stock options are risky securities that are influenced by the share
market. Consequently, there is no guarantee that the exercise of the Options will yield a profit. The grant of the Options has
no financial consequences for the Qualified Person.]


 


[Germany:


 


The options granted under the Plan are provided
on an ex-gratia basis and not in satisfaction of any right or expectation of the Qualified Person. The Qualified Person acknowledges
that he/she has no such right or expectation in relation to the Option or any future grant of options.]


 


[Hong Kong: 


 


The contents of the Plan documents have not been
reviewed by any regulatory authority in Hong Kong. The Qualified Person is advised to exercise caution in relation to the offer
under the Plan. If the Qualified Person is in any doubt about any of the contents of this document, he/she should obtain independent
professional advice.]


 


 



    10 


     


     


[India:


 


No invitation, offer or sale to purchase or
subscribe to the shares of Sony Corporation (“Securities”) is made or intended to be made to the public in India through
the Allocation Agreement or any amendment or supplement thereto. Neither the Allocation Agreement nor any amendment or supplement
thereto is a prospectus, offer document or advertisement nor has it been or will be submitted or registered as a prospectus or
offer document under any applicable law or regulation in India. Neither the Allocation Agreement nor any amendment or supplement
thereto has been reviewed, approved, or recommended by any Registrar of Companies in India, the Securities and Exchange Board of
India, the Reserve Bank of India, any stock exchange in India or any other Indian regulatory authority. 


 


Accordingly, no person may make any invitation,
offer or sale of any Securities, nor may the Allocation Agreement nor any amendment or supplement thereto nor any other document,
material, notice or circular in connection with the invitation, offer or sale for subscription or purchase of any Securities ("Offer")
be circulated or distributed whether directly or indirectly to, or for the account or benefit of, any person resident in India,
other than strictly on a private and confidential basis and so long as any such Offer is not calculated to result, directly or
indirectly, in the Securities becoming available for subscription or purchase by persons other than those receiving such offer
or invitation. Notwithstanding the foregoing, in no event shall the Offer be made directly or indirectly, in any circumstances
which would constitute an offer to the public in India within the meaning of any applicable law or regulation. 


Any Offer of Securities to a person in India
shall be made subject to compliance with all applicable Indian laws including, without limitation, the Foreign Exchange Management
Act, 1999, as amended, and any guidelines, rules, regulations, circulars or notifications issued by the Reserve Bank of India,
the Securities and Exchange Board of India and any other Indian regulatory authority. 


 


Each investor in the Securities acknowledges,
represents and agrees that it is eligible to invest in the Company and the Securities under applicable laws and regulations in
India and that it is not prohibited or debarred under any law or regulation from acquiring, owning or selling the Securities.]


 


[Singapore:


 


The Qualified Person acknowledges that this
document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other
document or material in connection with the offer or sale, or invitation for subscription or purchase of the Options may not be
circulated or distributed, nor may the Options be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with the conditions
of, an exemption under any provision (other than Section 280) of Subdivision (4) of Division 1 of Part XIII of the Securities and
Futures Act, Chapter 289 of Singapore.


 


 



    11 


     


     


The shares of common stock are prescribed capital
markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notices SFA 04-N12 and FAA-N16).]


 


[China:


 


	合格参与计划人员理解并同意,在Sony Corporation通知其中国的外汇登记所需手续已完成之前,其不可行使股票期权。	
        The Qualified Person understands and agrees
        that he/she may not exercise the Options until and unless Sony Corporation notifies him/her that the necessary procedure for foreign
        exchange registration in China is completed. 

         

	
        合格参与计划人员确认其认可并理解下述事项。

         

        1 (i)股权激励计划项下可行使的股票期权本质上是外国的股票期权,不适用中华人民共和国的证券法律法规;(ii)股权激励计划项下的股票期权的授予、赋权、行使及任何其它处分均不得以任何方式被解释为在中国境内公开发行证券;(iii)如果中华人民共和国的任何证券法律法规将予适用,则Sony
        Corporation有权对股权激励计划的任何部分或股票期权进行必要的变更或修改,以使其符合所适用的中华人民共和国的证券法律法规。

         
	
        The Qualified Person confirms that he/she acknowledges
        and understands the following matters.

         

        1 (i) The options available under the Plan are
        foreign in nature and are not subject to the PRC securities laws and regulations; (ii) the grant, vesting, exercise and any other
        disposal of the Options under the Plan shall not in any manner be construed as a public offering of securities within the territory
        of China; (iii) if any PRC securities laws or regulations is to apply, the Corporation is entitled to make necessary changes or
        modifications to any part of the Plan or the Options so as to be in complaint with the applicable PRC securities laws and regulations.

         

	
        2 Sony Corporation和/或索尼集团公司可以根据所适用的法律之要求扣缴合格参与计划人员在中华人民共和国的相关个人所得税。

         
	
        2 The Corporation and/or Sony Group Companies
        may withhold relevant PRC individual income tax of the Qualified Person as required by applicable laws.

         

	
        3 通过签订分配协议,本人同意:(i)股权激励计划与本人和本人雇主之间的劳动关系无关且并不影响该等劳动关系,股票期权不构成本人工资或薪金的任何部分;以及(ii)本人参与该计划可能存在风险,包括但不限于股票期权的不可流动性以及可适用的市场价格的波动性。

         
	
        3 By signing the Allocation Agreement, I agree
        that: (i) the Plan has nothing to do with or affect my employment relationship with my employer and the option does not constitute
        any of my wages or salaries; and (ii) risks may exist for my participation of such Plan, including but not limited to the non-transferability
        of the Options and the volatility of the applicable market price.

         



 






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