SONY CORP S-8


Exhibit 4.1


 









(42nd Series 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 follows in connection with the allocation of the stock acquisition rights (hereinafter referred to
as the “Options”) to be issued by the Corporation pursuant to the provisions of the terms and conditions of the Options
(hereinafter referred to as the “Terms and Conditions”) set forth in Exhibit 1 attached hereto and pursuant to the
special resolution adopted at the 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 March 26, 2020:


 


	Article 1 	(Purpose and Administration)



 


The primary purpose
of allocating the Options to the Qualified Person is to give the Qualified Person an incentive to contribute towards the improvement
of the business performance of the Sony Group (the Corporation and its group companies) and thereby improve such business performance
by making the economic interest, which the Qualified Person will receive, correspond to the business performance of the Corporation.
This Agreement and the Terms and Conditions shall be administered by the Corporation, and such representative corporate executive
officers or other persons as the Corporation may designate from time to time who represent the Corporation in respect of this Agreement,
the Terms and Conditions and the Options.


 


	Article 2 	(Restrictions under the Terms and Conditions and
this Agreement)



 


The Options shall be
subject to (1) the Terms and Conditions, which are attached to this Agreement as Exhibit 1, and (2) the conditions and restrictions
provided for in this Agreement. The Qualified Person agrees to be bound by the conditions and restrictions set forth in the Terms
and Conditions and this Agreement. Notwithstanding the provisions of the Terms and Conditions, the exercise of the Options is further
subject to such additional conditions as set forth herein. In particular, the exercise of the Options is subject to the restrictions
under Articles 5 and 7.


 


	Article 3 	(Subscription for and Allocation of the Options)



 


The Qualified Person
hereby applies for the subscription for Options issued in accordance with the Terms and Conditions, and pursuant to this Agreement,
the Corporation allocates such number of the Options to the Qualified Person in accordance with the following terms on April 17,
2020 (hereinafter referred to as the “Allotment Date”).


 






     


     


    

 


		(1)	Number of the Options allocated to the Qualified Person:



 


___________________
  (________ shares may be issued or transferred upon the exercise by the Qualified Person of all Options allocated to the
Qualified Person pursuant to this Agreement.)


 


		(2)	Class and number of shares to be issued or transferred upon exercise of each Option:



 


100 shares of common stock of
the Corporation


 


		(3)	Amount to be paid per share to be issued or transferred upon exercise of the Options (hereinafter
referred to as the “Exercise Price”) is initially as set forth in Exhibit 2 attached hereto.



 


		(4)	Period during which the Options may be exercised:



 


From and including April 17, 2021,
to and including April 16, 2030 (hereinafter referred to as the “Term”). 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. However, the applications
for exercise of the Option must be made by April 7, 2030 and exercise of the Options is further subject to the restrictions provided
for in Article 5.


 


The number of shares
to be issued or transferred upon exercise of each Option and the Exercise Price may be adjusted pursuant to the provisions of the
Terms and Conditions.


 


	Article 4	(Information on Corporation and its Shares)



 


		(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


 


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



 






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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 Option.


 


	Article 5 	(Vesting, Conditions for Exercise of the Options
and Prohibition of Disposition)



 


		(1)	Vesting and exercise of the Options are further subject to the restrictions and conditions as set
forth in Exhibit 3 attached hereto.



 


		(2)	Except as provided in Article 7, the Options, whether vested or unvested, are nontransferable by
the Qualified Person.



 


		(3)	Exercise of the Options are further subject to any restriction on trading set forth under Sony
Corporation of America’s Policy Regarding Securities Trading or any other similar policy maintained by Sony group companies
(hereinafter referred to as the “Sony Group Companies”) and applicable to the Qualified Person, as in effect from time
to time.



 


		(4)	Exercise of the Options may be restricted for limited periods of time as deemed reasonably necessary
by Sony Corporation to ensure proper administration (including but not limited to restrictions on exercise at or around the end
of each fiscal quarter) and as communicated to the applicable Qualified Person.



 


		(5)	In no circumstances shall any Qualified Person request the Corporation to purchase the Options
held by him/her.



 


	Article 6 	(Procedures for Exercising the Options)



 


Procedures for exercising
the Options shall be provided for in the Terms and Conditions, and in addition, detailed matters concerning such procedures shall
be provided for in a separate document to be separately provided and delivered by the Corporation or one of its subsidiaries to
the Qualified Person no later than the date on which the Options held by the Qualified Person first become exercisable pursuant
to Article 5.


 


	Article 7	(Inheritance of the Options)



 


Upon the death of the
Qualified Person, outstanding Options that are vested and exercisable and granted to such Qualified Person may be exercised only
by the executors or administrators of the Qualified Person’s estate or by any person or persons who shall have acquired such
right to exercise by will or by the laws of descent and distribution, provided that no transfer by will or the laws of descent
and distribution of any Option, or the right to exercise any Option, shall be effective to bind the Corporation unless the Corporation
shall have been furnished with (a) a written notice thereof and a copy of the will and/or such evidence as the Corporation may
deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and
conditions of the Options that are or would have been applicable to the Qualified Person (other than any terms and conditions relating
to employment with the Corporation or one of its subsidiaries) and to be bound by the acknowledgements made by the Qualified Person
in connection with the grant of the Options. Options that are not vested and exercisable at the death of the Qualified Person will
terminate.


 






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	Article 8	(Issuance of ADRs)



 


1.       The
Corporation currently maintains an American Depositary Receipt program in the United States pursuant to which American Depositary
Receipts or “ADRs” represent shares of common stock of the Corporation. During the time the Corporation maintains the
listing of ADRs on a stock exchange in the United States, the Qualified Persons who exercise the Options will generally receive
ADRs in lieu of shares of common stock of the Corporation as follows. Upon exercise of an Option, shares of common stock of the
Corporation acquired upon the exercise of such Option shall be issued in the name of the depositary or its nominee under the Sony
American Depositary Receipt Program for the benefit of the Qualified Person. Upon receipt of shares of common stock of the Corporation
upon the exercise of an Option, the depositary under the Sony American Depositary Receipt Program shall immediately and automatically
issue ADRs representing such shares of common stock of the Corporation in the name of the applicable Qualified Person and shall
deliver such ADRs to such Qualified Person (or to an account held for the benefit of such Qualified Person) as soon as practicable
following the effective date on which such issuance occurs. For simplicity, all references in this Agreement and the Terms and
Conditions to shares of common stock of the Corporation will be deemed to also refer to ADRs.


 


2.       Notwithstanding
the immediately preceding Paragraph, if the Corporation determines to delist ADRs from a stock exchange in the United States, the
Qualified Persons who exercise the Options will receive shares of common stock of the Corporation, and the Qualified Persons shall
not raise any objections to such handling.


 


	Article 9 	(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 Options shall have the right during the Term and upon the exercise of the Options to receive the
class and amount of shares and other securities and property receivable upon such transaction by a holder of the number of shares
in respect of which the Options could have been exercised immediately prior to such transaction or (y) prevent from being exercised,
effective immediately upon the occurrence of such transaction, each Option outstanding immediately prior to such transaction (whether
or not then exercisable).


 


2.       In
the event that the Corporation enters into a definitive agreement or makes a decision by board resolution or 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 Options (whether or not such Options
are then vested or exercisable), immediately prior to, and subject to, the consummation of such transaction or event.


 






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	Article 10 	(Withholding by the Corporation)



 


In connection with Item
(2) of Condition 13 of the Terms and Conditions, the Corporation or its designee is authorized to withhold from any payment relating
to an Option or from any payroll or other payment to the Qualified Person, amounts of withholding and other taxes or fees due in
connection with the Option, and to take any other action to the extent permissible under applicable law as the Corporation may
deem advisable to enable the Corporation and the Qualified Person to satisfy obligations for the payment of withholding taxes,
other tax obligations and other costs and fees relating to the Options. This authority shall include, either on a mandatory or
elective basis in the discretion of the Corporation, authority (a) to withhold or receive shares of common stock of the Corporation
or other property and (b) to make cash payments in respect thereof in satisfaction of the Qualified Person’s tax obligations
and other costs and fees relating to the Options.


 


	Article 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 the Applicable Securities Law,
Etc.)



 


The Qualified Person
shall, in selling the shares of common stock of the Corporation acquired upon exercise of the Options, confirm in advance with
the Corporation that such proposed sale is permissible under any and all applicable policies, programs, arrangements or other provisions
relating to insider trading maintained by the Corporation or any of its subsidiaries and shall comply with any and all applicable
laws and regulations, including but not limited to U.S. and Japanese laws.


 


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



 


1.       Except
as otherwise provided in this Agreement (including any Exhibit to this Agreement), this Agreement (including any Exhibit to this
Agreement) cannot be modified or amended in any manner except by a further agreement expressly stating the intention to modify
this Agreement and which is signed by both parties to this Agreement.


 


2.       Notwithstanding
the immediately preceding Paragraph, if it is found out that this Agreement is not in compliance with the 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
any applicable laws of any other jurisdiction, or if this Agreement becomes not in compliance therewith as a result of amendments
thereto which become effective after the conclusion of this Agreement, the Corporation may, without the consent of the Qualified
Person, with notice to the Qualified Person, adequately establish, amend or eliminate the subject provisions.


 






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3.       With
respect to matters not provided for in this Agreement or documents provided under Article 6 of this Agreement, such matters shall
be determined by consultation in good faith between the Corporation and the Qualified Person. In the event that the Qualified Person
rejects such consultation, or in the event that such consultation fails to bring an agreement, such matters shall be decided by
the Corporation and such representative corporate executive officers or other persons as the Corporation may designate from time
to time to represent the Corporation in respect of the Terms and Conditions, the Options and this Agreement. Decisions of the Corporation
or such representative corporate executive officers or other persons as the Corporation may designate from time to time to represent
the Corporation in respect of the Terms and Conditions, the Options and this Agreement shall be final and binding on all parties.
None of the Corporation or such representative corporate executive officers or other persons as the Corporation may designate from
time to time to represent the Corporation in respect of the Terms and Conditions, the Options or this Agreement shall be liable
to any Qualified Person for any action, omission or determination relating to the Terms and Conditions, the Options or this Agreement.


 


	Article 14 	(Manner of Notice)



 


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


 


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



 


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



 


		(3)	giving notice on the web site of the Corporation (including any Sony Group Company) or its duly
authorized designee.



 


	Article 15 	(Construction)



 


Nothing herein shall
be construed to give the Qualified Person any right or entitlement to receive options to purchase common stock of the Corporation
in the future from the Corporation or any of its subsidiaries. Nothing contained herein shall confer upon the Qualified Person
any right to continue in the employment of the Corporation or any of its subsidiaries or constitute any contract or agreement of
employment or interfere in any way with the right of the Corporation or its subsidiaries to reduce or modify a Qualified Person’s
compensation in existence at the time of the granting of any Option or otherwise, or to terminate a Qualified Person’s employment
or change the Qualified Person’s position or the terms of employment with or without cause. Nothing contained herein shall
prevent the Corporation from, and the Corporation expressly reserves the right to, modify the terms and conditions of options to
purchase common stock of the Corporation, if any, that are or may be granted in the future.


 






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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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IN WITNESS WHEREOF, this Agreement and
the grant of the Options provided for herein shall be effective as of the date that either: (i) 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 or (ii) the Qualified Person has accepted the grant of Options via electronic means, in accordance with procedures
specified by the Corporation (including any Sony Group Company) for such purpose, by providing a valid electronic signature.





	 	 	 
	 	SONY CORPORATION
	 	7-1, Konan 1-chome, Minato-ku, Tokyo
	 	 	 
	 	By: 	 
	 	 	Kenichiro Yoshida 


President and Chief Executive
Officer, 


Representative Corporate Executive
Officer 


Date:     April 16, 2020


	 	 	 
	 	QUALIFIED PERSON
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	 
	 	 	Address:
	 	 	Date:   April 16, 2020



 









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Exhibit 1


 


TERMS AND CONDITIONS OF THE FORTY-SECOND
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 Forty-Second Series of Stock Acquisition Rights for Shares of Common Stock (hereinafter
referred to as the “Options”) of Sony Corporation (hereinafter referred to as the “Corporation”) issued
on April 17, 2020 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 March 26, 2020:


 


		1.	Aggregate Number of Options



 


200


 


		2.	Class and Number of Shares to be Issued or Transferred upon Exercise of Options



 


The class of shares to be issued
or transferred upon exercise of the Options shall be shares of common stock, and the number of shares to be issued or transferred
upon exercise of each Option (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 Options shall be 20,000 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 Options shall be adjusted to
the number obtained by multiplying the Number of Granted Shares after adjustment by the aggregate number of the Options 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 Options which have not been exercised at the time of the adjustment.
Any fraction less than one (1) share resulting from the adjustment shall be disregarded.



 


		(3)	The effective date of the Number of Granted Shares 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 Options registered in the register of Options, 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 Options



 


The Options are issued without
payment of any consideration to the Corporation.


 






     


     


    

 


		5.	Allotment Date of Options



 


April 17, 2020 (hereinafter
referred to as the “Allotment Date”)


 


		6.	Amount of Assets to be Contributed upon Exercise of Options



 


The amount of assets to be
contributed upon exercise of the Options shall be the amount obtained by multiplying the amount to be paid per share to be issued
or transferred upon exercise of the Options (hereinafter referred to as the “Exercise Price”) by the Number of Granted
Shares. The Exercise Price is initially as set forth in Exhibit 2 attached to the Agreement concerning Allocation of the Stock
Acquisition Rights of Sony Corporation for the Fiscal Year 2019 dated April 16, 2020.


 


		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 Options, the Exercise Price shall
be adjusted in accordance with the following formula, and any fraction less than one (1) cent resulting from the adjustment shall
be rounded up to the nearest one (1) cent:



 


	Exercise Price after 

adjustment	=	Exercise Price before 

adjustment	x	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.



 


		(4)	When the Exercise Price is adjusted, the Corporation shall give notice of necessary matters to
each holder of the Options registered in the register of Options, no later than the day immediately preceding the effective date
of the Exercise Price after adjustment; provided, however, that if the Corporation is unable to give such notice no later than
the day immediately preceding such effective date, the Corporation shall promptly give such notice on or after such effective date.



 


		8.	Period during which Options May be Exercised



 


From and including April 17,
2021, up to and including April 16, 2030. If the last day of such period falls on a holiday of the Corporation, the immediately
preceding business day shall be the last day of such period.


 


		9.	Conditions for Exercise of Options



 


		(1)	No Option 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 Options 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).



 






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		10.	Restrictions under the U.S. Securities Act and Other Matters



 


The Corporation shall not be
obligated to effect the registration pursuant to the U.S. Securities Act of 1933, as amended, of any Common Stock to be issued
or transferred upon exercise of the Options or to effect similar compliance under any state laws. Notwithstanding anything herein
to the contrary, the Corporation shall not be obligated to issue or cause to be issued or delivered any 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 Option
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 an Option 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 Option in writing of the decision
to defer the effectiveness of the exercise of such Option granted hereunder. During the period that the effectiveness of the exercise
of an Option has been deferred, the holder of such Option may, by a written notice, withdraw such exercise and obtain the refund
of any amounts paid in connection with such exercise.


 


		11.	Mandatory Repurchase of Options



 


Not applicable.


 


		12.	Restrictions on Acquisition of Options through Transfer



 


The Options cannot be acquired
through transfer (other than any transfer of Options that are vested and exercisable upon the death of a holder of the Options
to such holder’s estate or beneficiaries), unless such acquisition is expressly approved by the Board of Directors of the
Corporation.


 


		13.	Application for Exercise of Options and Manner of Payment



 


		(1)	In the case of exercise of the Options, the holder of the Options shall exercise the Options by
submitting an exercise request together with the information required by the Corporation either electronically or telephonically
through the process designated by the Corporation from time to time.



 


		(2)	With completion of the process for Exercise of the Options as provided in (1) above, the entire
amount of the Exercise Price to be paid in upon exercise of the Options, including any applicable taxes and all other costs or
fees associated with the exercise (hereinafter referred to as the “Amount of Payment”) shall be paid in cash to an
account designated by the Corporation at the payment handling place provided for in Condition 15 at or before the date and time
designated by the Corporation. The entitlement of a holder of the Options to the receipt of the Common Stock upon exercise of an
Option is subject to the payment in full of any federal, state, local and foreign taxes of any kind required to be withheld with
respect to the exercise of such Option, as well as the payment in full of any costs or fees (such as brokerage fees) associated
with the exercise of such Option.



 






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		(3)	Except as provided for in Condition 10, any holder of the Options who has completed the process
as provided in (1) above, may not cancel such exercise thereafter.



 


		14.	Place where Applications for Exercise of Options are Made



 


Sony Corporation of America,
Human Resources, or its duly authorized designee


 


		15.	Payment Handling Place on Exercise of Options



 


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


 


		16.	Effective Date and Time of Exercise of Options



 


Except as
provided for in Condition 10, the exercise of the Options shall become effective when the holder of the Options has duly completed
the process set forth in Items (1) and (2) of Condition 13 and the Corporation or its designee has accepted the exercise.


 


		17.	Matters concerning the Amount of Capital and the Additional Paid-in Capital Increased by the Issuance
of Shares upon Exercise of Options



 


		(1)	The amount of capital increased by the issuance of shares upon exercise of the Options 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
Options 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.



 


		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 Options, the Corporation may take necessary measures for handling
the related matters thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the 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 Options, 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.


 









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Exhibit 2


 


EXERCISE PRICE


 


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 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 (as defined
in Article 3 of the Agreement concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the Fiscal Year 2019
dated April 16, 2020) (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 April 17, 2020. The provisions with respect
to the initial Exercise Price in the Notice shall automatically supersede the provisions in this Exhibit 2.