EFTA01382744.pdf

I/A Table of Contrail The Employment Stock Purchase Plan (other than any sub-plans) is intended to qualify as an "employee stock purchase plan- under Section 423 of the Code. Authorizedshares. A total of 6,327,292 shares of our Class A common stock will be made available for sale, subject to adjustment as provided for in the Employment Stock Purchase Plan. Plan administration. Our Board or a committee of two or more individuals designated by our board (the "plan administrator") will administer the Employment Stock Purchase Plan, provided that, notwithstanding such an appointment, our Board can take any action that the plan administrator is permitted to exercise under the Employment Stock Purchase Plan. The plan administrator will have full authority, subject to the provisions of the Employment Stock Purchase Plan, to (1) promulgate such roles and regulations as it deems necessary for the proper administration of the Employment Stock Purchase Plan, (2) interpret the provisions of, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Employment Stock Purchase Plan and supervise the administration of the Employment Stock Purchase Plan, (3) adopt sub-plans, and (4) take all action in connection therewith or in relation thereto as it deems advisable. Eligibility. Generally. all of our employees arc eligible to participate in the Employment Stock Purchase Plan if they are employed by us or any participating affiliate and have completed at least twelve (12) months of service with us or any participating affiliate, except (I) individuals who are not employed by us or a participating affiliate prior to the beginning of an offering period or prior to such other time period specified by the plan administrator. (2) individuals who provide services to us or a participating affiliate as independent contractors who are reclassified as common law employees for any mason except for federal income and employment tax purposes. and (3) employees who reside in countries for whom such employees' participation in the Employment Stock Purchase Plan would result in a violation under any applicable corporate, securities or other laws of such country of residence. Offering periods. The Employment Stock Purchase Plan will generally be implemented through consecutive quarterly or semi-annual offering periods. as determined by the plan administrator prior to the first offering period, commencing on or after the first trading day after (i) January 1. April 1. July 1. and October 1 of each year. or such other times as determined by the plan administrator to the extent the plan administrator establishes quarterly offering periods and (ii) January I and July 1 of each year. or such other times as determined by the plan administrator, to the extent the plan administrator establishes semi-annual offering periods. The first offering period is expected to commence on January 1, 2016. The plan administrator has the power to terminate or change the duration and/or frequency of the offering periods with respect to future offering periods without shareholder approval. Contributions. The Employment Stock Purchase Plan will permit participants to purchase shares of Class A common stock through payroll deductions of no less than one percent (1%) and no more than fifteen percent (15%), as elected by participants, of a participant's eligible compensation, which includes a participant's base straight-time gross earnings, exclusive of payments for overtime, incentive compensation, commissions, shift premiums. bonuses, stock or other equity-ba xl compensation. and any other special or one-time remuneration to participants during an applicable offering period. Following the start of the offering period, a participant may withdraw from the offering but may not otherwise change the participant's level of payroll deduction with respect to such offering. A participant may not make any separate cash payment into the participant's Employment Stock Purchase Plan account. Erercise ofpurchase right. Amounts deducted and accumulated by the participant are used to purchase whole shares of our Class A common stock at the end of each offering period. The purchase price per share of our Class A common stock is equal to ninety-five percent (95%) of the lesser of (x) the fair market value of a share of our Class A common stock on the offering commencement date, or if such offering commencement date is not a trading day, then the next business day that is a trading day and (y) the fair market value of a share of our Class A common stock on the purchase date, which is the last day of the offering period, or, if the purchase date 197 http://vanv.see.gov/Archivecledgar/datant83980/000119312515334479/d31022dsla.htm[10/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082216 CONFIDENTIAL SONY GM_00228400 EFTA01382744