EFTA01382737.pdf

St. I/A Table of Contents in, tn ant;‘,. excess disability and life insurance coverage until his death. unless earlier terminated in accordance with the Ernployman Agreement (the "Rains: Benefits"). In add Him. upon termination of Mr. Bisignano's employment with the Company by Mr. Bisignano without "good reason". in addition to certain accrual amounts. Mr. Bisignano be entitled to receive the Retiree Benefits. The Retiree Benefits in this table assumes Mr. Bisignano dies at age 80 and benefits are not taminatal before then. With respect to the other NEOs, represents the Company-paid portion of medical dental and vision benefits for each executive for a period of one year under the Policy. (3) Upon termination ofMr. Bisignano's employment by the Company without "cause", by Mr. Bisignano for "good reason". or due to the Company's non-renewal of the employment term. Mr. Bisignano is entitled to receive payment in installments over the Severance Period of an amount equal to financial planning benefits for two years following his termination ofemployment. (4) Mr. Bisignano's 2013 stock option agreement provides that. in the event of a termination ofanploymcnt due to death or "disability." by him for Good Reason or by the Company without Cause. the unrested options that would have otherwise vested during the 12 month period following such termination will immediately vest and become exercisable. Other than as specifically provided in Mr. Bisignano's 2013 stock option agreement with respect to all other outstanding stock options held by the NEO5 in the event of a termination ofan NEO's employment due to death or "disability". by the NEO for "good reason" or by the Company without "cause". the unvested options that would have vested on the next anniversary of the grant date will vest pin-rata as determined by multiplying the number of shares of common stock subject to the option that would have so vested by a fraction. the numerator of which corresponds to the number of completed months of employment since the anniversary of the grant date immediately preceding the date of the termination ofemployment and the denominator of which is 12. In addition. in the event of a Change in Control. all untested options become fully vested. (5) The teams ofrestricted stock awards issued to NEOs (other than Ms. Amiine-Klein) in 2014 provide that. if the NEO's employment terminates due to death or disability or is terminated by the Company without cause or by the NEO for good raison. awards will vest based on the number of full months completed since the grant date divided by 36 months. With respect to Ms. Annine-Klein's restricted stock. her award agreement provides that if ha employment terminates for any reason other than for cause prior to the vesting data the restricted stock will vest 50% if her termination is 12-23 months after ha commencement date or 100% if the termination is 24 months or more alter ha commencement date. In addition, in the event of a Change in Control. all 'invested shares of restricted stock will become fully vested. (6) Pursuant to the terms ofMr. Bisignano's Employment Agreement, the Company agreed that during the tam of the Employment Agreement and for a period of two years thereafter. it would continue for his benefit the tax-gross up provided under the Policy as in effect as of the date of the Employment Agreanan. Pursuant to the tams of the Policy, a "Gross-Up Payment" is made if it is determined that any Code Section 2806 parachute payments provided by the Company to or. on Wulf of. an eligible executive would be subject to the excise tax imposed by Code Section 4999. The Gross-Up Payment is an amount so that after payment ofall taxes. the eligible executive retains an amount equal to the excise tax imposed by Code Section 4999. However. if it is determined that the executive officer is entitled to a Gross-Up Payment but the payments to the executive officer do not exceed 110% of the amount which is one dollar less than the smallest amount that would give rise to any excise tax. then no Gross-Up Payment will be made and the payments will be reduced so as to not give rise to the excise tax. Executive offices are eligible for this payment regardless of whether their employment is terminated in connection with a Change in Control. However. the provision in the Policy regarding 'Gross-Up Paymatts- will not apply with respect to any payment that would otherwise be subject to the excise tax if such excise tax would be avoided by obtaining stockholder approval of the payment in the manna prescribed by Code Section 280G. As of December 31. 2014. the excise tax could have beat avoided by obtaining stockholder approval pursuant to Code Section 280G. Accordingly. no amounts are reflected above. Separation Agreement with Mr. Irutborne On August 5, 2014, the Company and Holdings entered into a separation agreement with Mr. Winbome. As part of the agreement, in exchange for a release of claims against the Company and its affiliates, Mr. Winbome received a pm rata bonus in respect of 2014 of $600,000, is entitled to receive semi-monthly payments of $61,458 which payments commenced in October 1, 2014 and continue until September 30. 2015, and is entitled to continue to receive coverage under the Company's medical, dental and vision plans until September 30. 2015. Holdings agreed to allow all of the options and restricted stock grants previously made by Holdings to continue to vest until December 31, 2015. As of such date, any yet unvcsted options and restricted Mock will be forfeited on a pm-rated basis, basal on full months elapsed since the grant date. In addition, if no Qualifying Public Offering is completed by that time, Holdings agreed to exercise its rights to purchase all of the equity then held by Mr. Winbomc at the then-current fair market value. Under the tee is of the Separation Agreement, Mr. Winbornc was required to enter into a customary restrictive covenant agreement. httplAiww.scc.gov/Arehi vestedgar/datatlet3980/000119312515334479/d31022ds la.htmill0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082207 CONFIDENTIAL SONY GM_00228391 EFTA01382737