Sony (SONY) S-8Registration of securities for employees

SONY GROUP CORPORATION S-8

Exhibit 4.2

(52^nd Series Non-US Participants)

AGREEMENT CONCERNING

ALLOCATION OF THE STOCK ACQUISITION RIGHTS

OF SONY GROUP CORPORATION

FOR THE FISCAL YEAR 2024

SONY GROUP CORPORATION (hereinafter referred to as the “Corporation”) and ___________________ (hereinafter referred to as the “Qualified Person”) enter into this Agreement as of November 22, 2024 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 decision of the Representative Corporate Executive Officer of the Corporation made on November 8, 2024. Unless otherwise provided for, the terms used in Exhibits attached hereto shall have the same meaning as used in this Agreement:

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.

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. 

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 November 25, 2024 (hereinafter referred to as the “Allotment Date”).

______________  (________ 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.)

100 shares of common stock of the Corporation

The payment of the amount of the Issue Price multiplied by the Qualified Person’s Allotted Number (hereinafter referred to as the “Total Amount to be Paid”) will be made by offsetting such amount against: (i) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation, if the Qualified Person is an employee of the Corporation, or, (ii) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by subsidiaries of the Corporation and assumed by the Corporation, if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the Qualified Person on the Allotment Date for the purpose of paying the Total Amount to be Paid.

On the Allotment Date, the Qualified Person will make an offer, instead of making a payment in the Total Amount to be Paid, (i) to offset (a) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation against (b) the Qualified Person’s obligation to pay the Total Amount to be Paid, if the Qualified Person is an employee of the Corporation, or, (ii) to offset (a) remuneration claims receivables in relation to the relevant subsidiary’s remuneration obligation against the Qualified Person, which the Corporation has assumed from the relevant subsidiary pursuant to a cumulative debt assumption agreement entered into between the Corporation and the relevant subsidiary against (b) the Qualified Person’s obligation to pay the Total Amount to be Paid if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. The Corporation hereby consents to the payment pursuant to such offset.

From and including November 25, 2025, to and including November 24, 2034 (hereinafter referred to as the “Term”). If the last day of such period falls on a day that is not a business day 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 November 15, 2034 (or, if such day is not a business day of the Corporation, the immediately preceding business day) 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. 

SONY GROUP CORPORATION

18,000,000,000 shares

100 shares

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

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

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. 

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.

1.       The Corporation currently maintains an American Depositary Receipt program in the United States (hereinafter referred to as the “Sony American Depositary Receipt Program”) 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.

1.       In the event of any corporate transaction or proceeding 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 or proceeding, the Corporation may (x) cause the entity resulting from such transaction or proceeding 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 or proceeding by a holder of the number of shares in respect of which the Options could have been exercised immediately prior to such transaction or proceeding or (y) prevent from being exercised, effective immediately upon the completion of such transaction or proceeding, each Option outstanding immediately prior to such transaction or proceeding (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 proceedings 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 proceeding 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 proceeding.

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.

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.

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.

The Qualified Person shall represent, warrant, covenant and confirm the matters set forth in Exhibit 4 attached hereto for the benefit of the Corporation.

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.

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.

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:

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.

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

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

(52^nd Series U.S. Participants)

AGREEMENT CONCERNING

ALLOCATION OF THE STOCK ACQUISITION RIGHTS

OF SONY GROUP CORPORATION

FOR THE FISCAL YEAR 2024

SONY GROUP CORPORATION (hereinafter referred to as the “Corporation”) and ___________________ (hereinafter referred to as the “Qualified Person”) enter into this Agreement as of November 22, 2024 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 decision of the Representative Corporate Executive Officer of the Corporation made on November 8, 2024. Unless otherwise provided for, the terms used in Exhibits attached hereto shall have the same meaning as used in this Agreement:

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. 

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.

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 November 25, 2024 (hereinafter referred to as the “Allotment Date”).

_______________  (________ 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.)

100 shares of common stock of the Corporation

The payment of the amount of the Issue Price multiplied by the Qualified Person’s Allotted Number (hereinafter referred to as the “Total Amount to be Paid”) will be made by offsetting such amount against: (i) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation, if the Qualified Person is an employee of the Corporation, or, (ii) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by subsidiaries of the Corporation and assumed by the Corporation , if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the Qualified Person on the Allotment Date for the purpose of paying the Total Amount to be Paid.

On the Allotment Date, the Qualified Person will make an offer, instead of making a payment in the Total Amount to be Paid, (i) to offset (a) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation against (b) the Qualified Person’s obligation to pay the Total Amount to be Paid, if the Qualified Person is an employee of the Corporation, or, (ii) to offset (a) remuneration claims receivables in relation to the relevant subsidiary’s remuneration obligation against the Qualified Person, which the Corporation has assumed from the relevant subsidiary pursuant to a cumulative debt assumption agreement entered into between the Corporation and the relevant subsidiary against (b) the Qualified Person’s obligation to pay the Total Amount to be Paid if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. The Corporation hereby consents to the payment pursuant to such offset.

From and including November 25, 2025, to and including November 24, 2034 (hereinafter referred to as the “Term”). If the last day of such period falls on a day that is not a business day 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 November 15, 2034 (or, if such day is not a business day of the Corporation, the immediately preceding business day) 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.

SONY GROUP CORPORATION

18,000,000,000 shares

100 shares

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

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

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.

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. 

1.       The Corporation currently maintains an American Depositary Receipt program in the United States (hereinafter referred to as the “Sony American Depositary Receipt Program”) 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.

1.       In the event of any corporate transaction or proceeding 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 or proceeding, the Corporation may (x) cause the entity resulting from such transaction or proceeding 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 or proceeding by a holder of the number of shares in respect of which the Options could have been exercised immediately prior to such transaction or proceeding or (y) prevent from being exercised, effective immediately upon the completion of such transaction or proceeding, each Option outstanding immediately prior to such transaction or proceeding (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 proceedings 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 proceeding 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 proceeding.

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. 

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.

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.

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.

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.

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:

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.

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

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

Exhibit 1

TERMS AND CONDITIONS OF THE FIFTY-SECOND SERIES OF

STOCK ACQUISITION RIGHTS

FOR SHARES OF COMMON STOCK OF SONY GROUP CORPORATION

These terms and conditions of the stock acquisition rights shall apply to the Fifty-Second Series of Stock Acquisition Rights for Shares of Common Stock (hereinafter referred to as the “Options”) of Sony Group Corporation (hereinafter referred to as the “Corporation”) issued on November 25, 2024 by the Corporation in accordance with the decision of the Representative Corporate Executive Officer of the Corporation made on November 8, 2024:

14,358

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 1,435,800 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.

November 25, 2024 (hereinafter referred to as the “Allotment Date”)

The amount to be paid per stock acquisition right upon the issuance of the Options (hereinafter referred to as the “Issue Price”) is as set forth in Exhibit 2 attached to the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 dated November 22, 2024 (hereinafter referred to as the “Agreement”).

The payment of the amount of the Issue Price multiplied by the number of Options allotted by the Corporation to the allotee of the Options (hereinafter referred to as the “Qualified Person”) (such amount payable, the “Total Amount to be Paid”) will be made by offsetting such amount against: (i) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation, if the Qualified Person is an employee of the Corporation, or, (ii) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by subsidiaries of the Corporation and assumed by the Corporation, if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the Qualified Person on the Allotment Date for the purpose of paying the Total Amount to be Paid.
However, the aforementioned remuneration claims shall be granted on the condition that the Qualified Person enters into the Agreement.

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.

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.

From and including November 25, 2025, up to and including November 24, 2034. If the last day of such period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period.

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.

Not applicable.

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.

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

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)

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.

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.

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.

Exhibit 2

ISSUE PRICE AND EXERCISE PRICE

The amount to be paid in exchange for the stock acquisition rights (the “Options”) to be issued by the Corporation, pursuant to the terms and conditions of the Options set forth in Exhibit 1 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 dated November 22, 2024, and pursuant to the decision of the Representative Corporate Executive Officer of the Corporation made on November 8, 2024 (such amount, the “Issue Price”), is as set forth below.

The amount of money to be paid in exchange for the Options shall be the amount obtained by multiplying the option price per share of common stock (calculated using the Black-Scholes model based on the basic figures in (ii) through (vii) below), by the number of shares to be received by exercising the Options.

The payment of the amount of the Issue Price multiplied by the number of Options allotted by the Corporation to the allottee of the Options (the “Qualified Person”) (such amount payable, the “Total Amount to be Paid”) will be made by offsetting such amount against: (i) remuneration claims in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation, if the Qualified Person is an employee of the Corporation, or, (ii) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by subsidiaries of the Corporation and assumed by the Corporation, if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the Qualified Person on the Allotment Date for the purpose of paying the Total Amount to be Paid.

The 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$ 18.93.

(52^th Series Participants in China)

Exhibit 3

VESTING AND EXERCISE CONDITIONS FOR PARTICIPANTS IN CHINA

Set forth below are the provisions concerning the restrictions of vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).

The Qualified Person may not exercise the Options on and after the day on which he/she forfeits such status (hereinafter referred to as the “Status Forfeit Date”);

Subject to the provision of Article 7 of the 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 three (3) month period commencing on the date immediately following the Status Forfeit Date (if the last day of this three (3) month period falls on a day that is not a business day 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 Item (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 three (3) month commencing on the date immediately following the Status Forfeit Date (if the last day of this three (3) month period falls on a day that is not a business day 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 Agreement; and

The Qualified Person may exercise the Exercisable Options until and including the last day of the three (3) month period commencing on the date immediately following the Status Forfeit Date (if the last day of this three (3) month period falls on a day that is not a business day 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 three (3) month period commencing on the date immediately following the Status Forfeit Date (if the last day of this three (3) month period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period).

Exhibit 3

VESTING AND EXERCISE CONDITIONS FOR NON-US PARTICIPANTS

Set forth below are the provisions concerning the restrictions of vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).

The Qualified Person may not exercise the Options on and after the day on which he/she forfeits such status (hereinafter referred to as the “Status Forfeit Date”);

Subject to the provision of Article 7 of the 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 day that is not a business day 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 Item (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 day that is not a business day 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 Agreement; and

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 day that is not a business day 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 day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period).

Exhibit 3

VESTING AND TERMINATION PROVISIONS

Set forth below are the provisions concerning the restrictions on the vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).

(a)       Definitions. Solely for purposes of this Article 5, the following terms shall have the following meanings:

“Cause,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means (i) commission by the Qualified Person of a felony, a crime of moral turpitude or any crime involving any member of the Sony Group Companies, their affiliates or subsidiaries, (ii) the Qualified Person engaging in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement in the performance of the Qualified Person’s duties, (iii) failure by the Qualified Person to adhere to the directions of the Board of Directors of the Corporation (“Board”) or the governing board of the Qualified Person’s employer (if different than the Board) or to the Corporation’s or the employer’s policies and practices, including but not limited to the code of conduct and the Policy Regarding Securities Trading or (iv) a breach by the Qualified Person in any material respect of the Qualified Person’s Employment Agreement (if any) with the Corporation or other Sony Group Companies employer, if applicable, provided, however, that, for any Qualified Person who is a party to an Employment Agreement with any member of the Sony Group Companies, which written Employment Agreement defines the term “Cause” or a term of similar import related to the Termination of Employment of the Qualified Person, the term “Cause” as used herein shall have the meaning assigned to such term in such Employment Agreement.

“Corporation” means Sony Group Corporation.

“Disability,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means a physical or mental condition that entitles the Qualified Person to benefits under the long-term disability policy maintained by any member of the Sony Group Companies and applicable to him or her; provided, however, that, for any Qualified Person who is a party to an Employment Agreement with any member of the Sony Group Companies, which Employment Agreement defines the term “Disability” or a term of similar import related to the Termination of Employment of the Qualified Person, the term “Disability” as used herein shall have the meaning assigned to such term in such Employment Agreement.

“Employment Agreement” means an effective written employment agreement with a member of the Sony Group Companies, which agreement does not provide for employment at will.

“Retirement” means, with respect to a Qualified Person’s Termination of Employment with a member of the Sony Group Companies, termination at or after an age that is specifically designated as a normal or early retirement age under any employee benefit plan sponsored by a member of the Sony Group Companies, which plan is qualified under Section 401 of the Internal Revenue Code, in which such Qualified Person is a participant immediately prior to such termination or, if there is no such plan, at or after age 65.

“Sony Group Companies” means the Corporation and its Subsidiaries and affiliates.

“Subsidiary” means, with respect to any entity, a subsidiary of such entity that meets the definition of a “subsidiary corporation” in Section 424(f) of the Internal Revenue Code.

“Termination Date” means, with respect to a Qualified Person, the actual date the Qualified Person’s employment with the Sony Group Companies terminates.

“Termination of Employment” means a Qualified Person’s separation from service with the Sony Group Companies as determined by the Sony Group Companies in its sole and absolute judgment.

(b)       Vesting. Subject to the Qualified Person’s continuous employment with the Sony Group Companies, the Options shall vest and become exercisable on April 1, 2027 (the “Vesting Date”). Except as expressly set forth in the following chart, in the event that the Qualified Person’s employment with the Sony Group Companies terminates prior to the Vesting Date, vesting of the Options held by such Qualified Person will not occur and the Options shall forfeit immediately.

*If the Qualified Person experiences a Termination of Employment with the Sony Group Companies for any reason other than (i) Cause, (ii) voluntary resignation or (iii) death, then the Corporation may, in its sole discretion, allow for the vesting of all or a portion of the Qualified Person’s unvested Options as of the Qualified Person’s Termination Date (provided, however, that in no event may any such vested Options be exercised prior to the Option exercise period set forth in Item (5) of Article 3 of the Agreement, if the Qualified Person’s Termination Date occurs before the commencement date of such period).

(c)       Expiration of Options upon Termination of Employment. Except as expressly set forth in the following chart, all Options, whether or not vested, that are held by such Qualified Person shall terminate and be immediately cancelled as of the Qualified Person’s Termination Date without the payment by the Corporation of any consideration therefore.

Exhibit 3

VESTING AND TERMINATION PROVISIONS

Set forth below are the provisions concerning the restrictions on the vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).

(a)       Definitions. Solely for purposes of this Article 5, the following terms shall have the following meanings:

“Cause,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means (i) commission by the Qualified Person of a felony, a crime of moral turpitude or any crime involving any member of the Sony Group Companies, their affiliates or subsidiaries, (ii) the Qualified Person engaging in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement in the performance of the Qualified Person’s duties, (iii) failure by the Qualified Person to adhere to the directions of the Board of Directors of the Corporation (“Board”) or the governing board of the Qualified Person’s employer (if different than the Board) or to the Corporation’s or the employer’s policies and practices, including but not limited to the code of conduct and the Policy Regarding Securities Trading or (iv) a breach by the Qualified Person in any material respect of the Qualified Person’s Employment Agreement (if any) with the Corporation or other Sony Group Companies employer, if applicable, provided, however, that, for any Qualified Person who is a party to an Employment Agreement with any member of the Sony Group Companies, which written Employment Agreement defines the term “Cause” or a term of similar import related to the Termination of Employment of the Qualified Person, the term “Cause” as used herein shall have the meaning assigned to such term in such Employment Agreement.

“Corporation” means Sony Group Corporation.

“Disability,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means a physical or mental condition that entitles the Qualified Person to benefits under the long-term disability policy maintained by any member of the Sony Group Companies and applicable to him or her; provided, however, that, for any Qualified Person who is a party to an Employment Agreement with any member of the Sony Group Companies, which Employment Agreement defines the term “Disability” or a term of similar import related to the Termination of Employment of the Qualified Person, the term “Disability” as used herein shall have the meaning assigned to such term in such Employment Agreement.

“Employment Agreement” means an effective written employment agreement with a member of the Sony Group Companies, which agreement does not provide for employment at will.

“Retirement” means, with respect to a Qualified Person’s Termination of Employment with a member of the Sony Group Companies, termination at or after an age that is specifically designated as a normal or early retirement age under any employee benefit plan sponsored by a member of the Sony Group Companies, which plan is qualified under Section 401 of the Internal Revenue Code, in which such Qualified Person is a participant immediately prior to such termination or, if there is no such plan, at or after age 65.

“Sony Group Companies” means the Corporation and its Subsidiaries and affiliates.

“Subsidiary” means, with respect to any entity, a subsidiary of such entity that meets the definition of a “subsidiary corporation” in Section 424(f) of the Internal Revenue Code.

“Termination Date” means, with respect to a Qualified Person, the actual date the Qualified Person’s employment with the Sony Group Companies terminates.

“Termination of Employment” means a Qualified Person’s separation from service with the Sony Group Companies as determined by the Sony Group Companies in its sole and absolute judgment.

(b)       Vesting. Subject to the Qualified Person’s continuous employment with the Sony Group Companies, the Options shall vest and become exercisable in three annual installments beginning on the first anniversary of the date of grant (each such date, a “Vesting Date”) as follows. On the first Vesting Date, one-third of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)) will vest and become exercisable. On the second Vesting Date, two-thirds of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)), less the number of Options that vested on the first Vesting Date, will vest and become exercisable. On the third Vesting Date, all remaining unvested Options will vest and become exercisable. Except as expressly set forth in the following chart, in the event that the Qualified Person’s employment with the Sony Group Companies terminates prior to the Vesting Date, vesting of the Options held by such Qualified Person will not occur and the Options shall forfeit immediately.

*If the Qualified Person experiences a Termination of Employment with the Sony Group Companies for any reason other than (i) Cause, (ii) voluntary resignation or (iii) death, then the Corporation may, in its sole discretion, allow for the vesting of all or a portion of the Qualified Person’s unvested Options as of the Qualified Person’s Termination Date (provided, however, that in no event may any such vested Options be exercised prior to the Option exercise period set forth in Item (5) of Article 3 of the Agreement, if the Qualified Person’s Termination Date occurs before the commencement date of such period).

(c)       Expiration of Options upon Termination of Employment. Except as expressly set forth in the following chart, all Options, whether or not vested, that are held by such Qualified Person shall terminate and be immediately cancelled as of the Qualified Person’s Termination Date without the payment by the Corporation of any consideration therefore.

Exhibit 3

VESTING AND TERMINATION PROVISIONS

Set forth below are the provisions concerning the restrictions on the vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).

(a)       Definitions. Solely for purposes of this Article 5, the following terms shall have the following meanings:

“Cause,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means (i) commission by the Qualified Person of a felony, a crime of moral turpitude or any crime involving any member of the Sony Group Companies, their affiliates or subsidiaries, (ii) the Qualified Person engaging in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement in the performance of the Qualified Person’s duties, or (iii) failure by the Qualified Person to adhere to the directions of the Board of Directors of the Corporation (“Board”) or the governing board of the Qualified Person’s employer (if different than the Board) or to the Corporation’s or the employer’s policies and practices, including but not limited to the code of conduct and the Policy Regarding Securities Trading.

“Corporation” means Sony Group Corporation.

“Disability,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means a physical or mental condition that entitles the Qualified Person to benefits under a long-term disability policy maintained by any member of the Sony Group Companies and applicable to him or her.

“Retirement” means, with respect to a Qualified Person’s Termination of Employment with a member of the Sony Group Companies, termination other than for Cause at or after age 55, provided that the Qualified Person has at least 10 years of service with the Sony Group Companies immediately prior to such termination, or at or after attaining the age of 65 regardless of his or her years of service.

“Sony Group Companies” means the Corporation and its Subsidiaries and affiliates.

“Subsidiary” means, with respect to any entity, a subsidiary of such entity that meets the definition of a “subsidiary corporation” in Section 424(f) of the Internal Revenue Code.

“Termination Date” means, with respect to a Qualified Person, the actual date the Qualified Person’s employment with the Sony Group Companies terminates.

“Termination of Employment” means a Qualified Person’s separation from service with the Sony Group Companies as determined by the Sony Group Companies in its sole and absolute judgment.

(b)       Vesting. Subject to the Qualified Person’s continuous employment with the Sony Group Companies, the Options shall vest and become exercisable in three annual installments beginning on the first anniversary of the date of grant (each such date, a “Vesting Date”) as follows. On the first Vesting Date, one-third of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)) will vest and become exercisable. On the second Vesting Date, two-thirds of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)), less the number of Options that vested on the first Vesting Date, will vest and become exercisable. On the third Vesting Date, all remaining unvested Options will vest and become exercisable. In the event that the Qualified Person’s employment with the Sony Group Companies terminates at any time, vesting of the Options held by such Qualified Person shall immediately cease and no Options held by such Qualified Person shall vest on or after the Termination Date except as follows:

If the Qualified Person experiences a Termination of Employment with the Sony Group Companies for any reason other than (i) Cause, (ii) voluntary resignation or (iii) death, then the Corporation may, in its sole discretion, allow for the vesting of all or a portion of the Qualified Person’s unvested Options as of the Qualified Person’s Termination Date (provided, however, that in no event may any such vested Options be exercised prior to the Option exercise period set forth in Item (5) of Article 3 of the Agreement, if the Qualified Person’s Termination Date occurs before the commencement date of such period).

(c)       Expiration of Options upon Termination of Employment. Except as expressly set forth in the following chart, all Options, whether or not vested, that are held by a Qualified Person shall terminate and be immediately cancelled as of his or her Termination Date without the payment by the Corporation of any consideration therefore.

Exhibit 3

VESTING AND TERMINATION PROVISIONS

Set forth below are the provisions concerning the restrictions on the vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).

(a)       Definitions. Solely for purposes of this Article 5, the following terms shall have the following meanings:

“Cause,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies; means (i) commission by the Qualified Person of an offence under the Criminal Code of Canada, a crime of moral turpitude or any crime involving any member of the Sony Group Companies, their affiliates or subsidiaries, (ii) the Qualified Person engaging in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement in the performance of the Qualified Person’s duties, (iii) failure by the Qualified Person to adhere to the directions of the Board of Directors of the Corporation (“Board”) or the governing board of the Qualified Person’s employer (if different than the Board) or to the Corporation’s or the employer’s policies and practices, including but not limited to the code of conduct and the Policy Regarding Securities Trading, (iv) use of information, creative ideas, intellectual property and software ideas obtained during employment with the Sony Group Companies for personal gain or profit, (v) any willful and intentional act having the effect of materially injuring the reputation, business or business relationships of the Sony Group Companies, or (vi) any other acts or omissions which amount to just cause at common law.

“Corporation” means Sony Group Corporation.

“Disability,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means a physical or mental condition that entitles the Qualified Person to benefits under a long-term disability policy maintained by any member of the Sony Group Companies and applicable to him or her. 

“Notice Period” means any period of notice of Termination of Employment or period of pay in lieu of such notice provided to a Qualified Person or required under any applicable statute or the common law.

“Retirement” means, with respect to a Qualified Person’s Termination of Employment with a member of the Sony Group Companies, termination other than for Cause at or after age 55, provided that the Qualified Person has at least 10 years of service with the Sony Group Companies immediately prior to such termination, or at or after attaining the age of 65 regardless of his or her years of service.

“Sony Group Companies” means the Corporation and its Subsidiaries and affiliates.

“Subsidiary” means, with respect to any entity, a subsidiary of such entity that meets the definition of a “subsidiary corporation” in Section 424(f) of the Internal Revenue Code.

“Termination Date” means with respect to a Qualified Person, the actual date the Qualified Person’s employment with the Sony Group Companies terminates. For greater clarity:

“Termination of Employment” means a Qualified Person’s separation from service with the Sony Group Companies as determined by the Sony Group Companies in its sole and absolute judgment.

(b)        Vesting. Subject to the Qualified Person’s continuous employment with the Sony Group Companies, the Options shall vest and become exercisable in three annual installments beginning on the first anniversary of the date of grant (each such date, a “Vesting Date”) as follows. On the first Vesting Date, one-third of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)) will vest and become exercisable. On the second Vesting Date, two-thirds of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)), less the number of Options that vested on the first Vesting Date, will vest and become exercisable. On the third Vesting Date, all remaining unvested Options will vest and become exercisable. In the event that the Qualified Person’s employment with the Sony Group Companies terminates at any time, vesting of the Options held by such Qualified Person shall immediately cease and no Options held by such Qualified Person shall vest on or after the Termination Date except as follows:

If the Qualified Person experiences a Termination of Employment with the Sony Group Companies for any reason other than (i) Cause, (ii) voluntary resignation or (iii) death, then the Corporation may, in its sole discretion, allow for the vesting of all or a portion of the Qualified Person’s unvested Options as of the Qualified Person’s Termination Date (provided, however, that in no event may any such vested Options be exercised prior to the Option exercise period set forth in Item (5) of Article 3 of the Agreement, if the Qualified Person’s Termination Date occurs before the commencement date of such period).

(c)       Expiration of Options upon Termination of Employment. Except as expressly set forth in the following chart, all Options, whether or not vested, that are held by a Qualified Person shall terminate and be immediately cancelled as of his or her Termination Date without the payment by the Corporation of any consideration therefore, regardless of any Notice Period. Further, as of his or her Termination Date, no Qualified Person shall have any right to receive additional options, regardless of any Notice Period and irrespective of any past practice to the contrary.

Exhibit 4

REPRESENTATIONS AND WARRANTIES FOR NON-US PARTICIPANTS

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

1.     (Employment Contract)

I understand that nothing in the Sony Group 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 “Options” 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:

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’ (hereinafter referred to as the “Sony Group Companies” in this Exhibit 4) (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 Group Corporation or the Human Resources Department of Sony Corporation of America (in accordance with the contact information provided to me under separate cover), if I have any queries in respect of this statement.

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 Group Corporation or the Human Resources Department of Sony Corporation of America (in accordance with the contact information provided to me under separate cover).

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

I acknowledge that I am responsible for and indemnify each relevant member of the Sony Group Companies against any federal, state, local and foreign taxes or social security liability in connection with my Options (“Tax Liability”), and 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”) or the cash payment of all (or as nearly equivalent as reasonably possible) or any portion of the Tax Liability on my behalf, subject to my indemnification and repayment obligation hereunder, unless I, as the participant in the Plan, discharge the liability myself.

4.     (Tax Filings)

By signing the Allocation Agreement, I agree to:

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.

[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 the Qualified Person’s interest in the success of the Corporation. The company offering these rights is Sony Group Corporation, 7-1, Konan 1-chome, Minato-ku, Tokyo. The Shares which are the subject of these rights are new and/or existing shares of 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.

Details of the offer can be found in the Allocation Agreement.

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 1,435,800.]

[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.]

[United Kingdom:

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 the Qualified Person’s interest in the success of the Corporation. The company offering these rights is Sony Group Corporation, 7-1, Konan 1-chome, Minato-ku, Tokyo. The Shares which are the subject of these rights are new and/or existing shares of 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.

Details of the offer can be found in the Allocation Agreement.

The obligation to publish a prospectus does not apply because of Section 86(1)(aa) of the Financial Services and Markets Act 2000 (as amended, supplemented or substituted by any UK legislation enacted in connection with the UK’s exit from the European Union). The total maximum number of shares which are the subject of this offer is 1,435,800.

Nothing in the terms of the Options or any communication issued to the Qualified Person in connection with the Options is intended to constitute investment advice in relation to the Options. If the Qualified Person is in any doubt as to whether to proceed in participating in this Allocation Agreement or in connection with the Qualified Person’s own financial or tax position, he/she is recommended to seek advice from a duly authorised independent adviser.]