EFTA01382732.pdf

S- I/A Table of Contents Grants of Plan-Based Awards in 2014 All Other Stock All Other Awards: Option Number Awards: Grant Date of Nun ber of Exercise Fair Value of Stares Securities or Base Stock and of Stock Underlying Price of Option or Units Options (tl) Option Awards Name Grant Date (ID (I) (2) Ammls(Siblt) (3XS) Frank J. Bisignano 2/10/2014 355,910 - - 4,500,000 2/10/2014 - 237,273 12.65 1,629,000 Michael K. Ncborak 7/14/2014 — 158,182 12.65 1,072,000 WI 1/2014 - 237.273 12.65 1,608,000 Ray E. Winbomc 2/10/2014 51,903 - - 656,252 2/10/2014 — 34,602 12.65 237,563 Cynthia A. Arminc-Klein 5/13/2014 237,273 — — 3,000,000 5/13/2014 - 158,182 12.65 1,003,000 Sanjiv Das 5/13/2014 158,182 - - 2,000.000 5/13/2014 - 316.364 12.65 2,006,000 Joseph J. Plumcri 2/10/2014 237,273 — — 3,000,000 5/13/2014 — 632,729 12.65 4,012,000 (I) Grants reflected in this column are grants of restricted stock made under the 2007 Equity Plan. Grants made to Messrs. Bisignano, Humeri and Winborne vest upon the later of January I. 2017 and the expiration of any underwriter-imposed transfer restriction in connection with a Qualified Public Offering, subject to continued employment through the applicable vesting date. Grants made to Ms. Annine-Klein and Mr. Das vest upon the later of May 13, 2017 with respect to Mr. Das and May 31, 2016 with respect to Ms. Annine-Klein and the expiration of any underwriter-imposed transfer restriction in connection with a Qualified Public Offering, subject to continued employment through the applicable vesting date. (2) Grants reflected in this column are grants of stock options made under the 2007 Equity Plan. The exercise price was determined at the time of the grant by the Boanl, pursuant to its authority under the plan. to be $12.65. The grants. dated February 10, 2014, to Messrs. Bisignano and Winbome vest in substantially equal annual installments, one-third per year. over a three year period from the grant date, subject to continued employment through the applicable vesting date and have a ten-year term. The grant. dated May 13, 2014, to Mr. Plumeri vests in equal substantially equal annual inallments, one-third per year. over a three year period from the grant date, subject to continued employment through the applicable vesting date and have a ten-year term. The grants. date) May 13, 2014, to Ms. Armin-Klein and Mr. Das vest in equal annual installments. 20% per year, over a five year period from the grant date subject to continued employment through the applicable vesting date and have a ten-year term. (3) Grant date fair value for restricted stock and stock options is based on their valuation for financial reporting purposes at the time of grant. These grants are subject to all terms and conditions of the Management Stockholders Agreement. Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Summary of NEO Employment Agreements In general. the Company does not enter into employment agreements with employees, including the NEOs, except in the case of Mr. Bisignano. A description of this agreement is provided below. All current NEOs serve at the will of the Board. 181 http://onseegov/Arehivecledcar/datat883980/000119312515334479/d31022dsla.htmll0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082200 CONFIDENTIAL SONY GM_00228384 EFTA01382732