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1 Sony Pictures Entertainment Inc. Employment Practices Liability Insurance Summary October 31, 2012 to October 31, 2013 Prepared by: Lockton Companies.

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Presentation on theme: "1 Sony Pictures Entertainment Inc. Employment Practices Liability Insurance Summary October 31, 2012 to October 31, 2013 Prepared by: Lockton Companies."— Presentation transcript:

1 1 Sony Pictures Entertainment Inc. Employment Practices Liability Insurance Summary October 31, 2012 to October 31, 2013 Prepared by: Lockton Companies Phone: 646-572-7365 Fax: 646-871-7365 Website: www.lockton.com DISCLAIMER: This insurance summary is subject to the terms, conditions and limitations of the policy. Nothing contained herein should be construed as legal advise. It is provided as general advise only. Knowledgeable legal counsel should be consulted for any legal questions or interpretations.

2 2 Sony Pictures Entertainment Inc. Employment Practices Liability Insurance Summary Insured Entity:Sony Pictures Entertainment Inc. (“SPE”) and any Additional Insured Organizations Coverage:Employment Practices Liability (“EPL”) Insurer / A.M. Best Rating:ARGO Re Ltd. / “A XII” Policy Period: October 31, 2012 to October 31, 2013 Limit of Liability:$10,000,000 Aggregate Limit (including Defense Costs) Retention:$1,000,000 per Claim (Waived for a natural person individual Insured if the Insured Entity has a written contract to insure such person but refuses to do so) Premium:$135,000 Policy Number:ARGO-EPL-12-000426.2 Extended Reporting Period:12 Months @ $135,000 (e.g. 100% of the annual premium) Reporting is on a Bordereau as follows: 1.Annually – prior to the expiration of the current policy (or the Extended Reporting Period, if elected). Also, please see Section VI.A.2. (items a. through h.) of the policy form for the information required on the bordereau. 2.Separate Notice is required for those claims that reach or are expected to reach $600,000 in total incurred (e.g. Defense Costs plus any settlements /judgments); or there is a filing or consolidated lawsuit or an administrative action with 5 or more plaintiffs or a purported class. Specifically, such notice must be provided “as soon as practicable” Notices to be sent in writing and given by certified mail or fax properly addressed to the following: ARGO RE LTD Attn: Claims Department ARGO House 110 Pitts Bay Road Pembroke HM 08, Bermuda Fax: 441-296-6162 E-Mail: RA.ADMIN@argore.com DISCLAIMER: This insurance summary is subject to the terms, conditions and limitations of the policy. Nothing contained herein should be construed as legal advise. It is provided as general advise only. Knowledgeable legal counsel should be consulted for any legal questions or interpretations.

3 3 Sony Pictures Entertainment Inc. Employment Practices Liability Insurance Summary What is Covered?: Insuring Agreement The Insurer shall indemnify any Insured for Loss that such Insured is legally obligated to pay because of a Claim for an Employment Practices Act brought by an Employee first reported to the Insurer during the Policy Period or a Third Party Wrongful Act brought by a Non-Employee first reported to the Insurer during the Policy Period. Defense & Settlement of Claims The Insureds shall have the right and duty to defend any Claim. The Insurer has no duty to provide a defense to any Claim. Defense Costs are not in addition to, but rather are included within, the Limit of Liability. The Insureds have the right to select defense counsel without the Insurer’s consent if they choose from a firm listed on any appendix attached to this Policy. If no such appendix is attached or the Insureds choose a firm not listed on the appendix, then the Insureds must seek the Insurer’s consent to defense counsel once Defense Costs reach 25% of the retention, such consent not to be unreasonably withheld. Any defense counsel representing any Insured for a Claim under this policy shall cooperate with the Insurer or their designated representative in defense of the Claim. The Insurer shall have no obligation to defend any Claim. Any counsel selected by any Insured to defend a Claim shall provide any reports and/or cooperation as requested by the Insurer or its monitoring counsel. The Insurer shall have the right to associate with any Insured in the defense and settlement of any Claim. An Insured shall not settle any Claim without the Insurer’s written consent where Loss exceeds, or giving effect to the settlement, would cause the Loss to exceed the applicable retention. The Insurer’s consent shall not be unreasonably withheld. Additionally, an Insured shall not make a partial settlement of any Claim without the Insurer’s written consent which consent shall not be unreasonably withheld. Once the applicable retention has been exceeded, the Insurer will pay Loss for a covered Claim on a quarterly basis prior to the final disposition of such Claim. Interim payments shall be made when the total of unreimbursed Loss reaches $250,000 excess the retention and proper documentation has been provided to the Insurer. Acquisition or Creation of another Organization Automatic coverage provided that the number of Employees of all Insured Entities does not increase more than 15% or 2,500, whichever is Less. Otherwise, the underwriter must be notified by the lesser of the time remaining under the Policy Period or 90 days after the effective date of such acquisition. Punitive Damages coverage afforded. Who is Covered?: “Insureds” means the Insured Entity and any individuals who are or were owners, partners, employees directors, officers, shareholders, or trustees, but only in their respective capacity(ies) as such, of the Insured Entity; and their spouses/domestic partners. However, any Employee who is an independent contractor for the Named Insured shall only be an Insured if the Named Insured provides indemnification to such individual in the same manner as that provided by the Named Insured's employees. DISCLAIMER: This insurance summary is subject to the terms, conditions and limitations of the policy. Nothing contained herein should be construed as legal advise. It is provided as general advise only. Knowledgeable legal counsel should be consulted for any legal questions or interpretations.

4 4 Sony Pictures Entertainment Inc. Employment Practices Liability Insurance Summary Who is Covered (continued): “Insured Entity” means SPE and any Additional Insured Organizations “Employee” means a person who is employed by, or whose service is engaged and directed by, or who is paid through the payroll of the Insured Entity, including a past, present, part time, seasonal, temporary or leased Employee, a volunteer, an applicant for employment with the Insured Entity, a person claiming to be an Employee, or a person determined to be a joint Employee with another organization by any court or administrative body. “Claim” means any of the following against an Insured which alleges an Employment Practices Act against an Employee: (a) the filing of a lawsuit; (b) receipt of a demand for arbitration, mediation or other alternative dispute resolution proceeding; (c) receipt of a notice of a governmental or administrative proceeding, including but not limited to the filing of a complaint with the EEOC, or similar body in any applicable jurisdiction; (d) a written demand for payment of money or other redress; (e) a written threat of legal action or request to toll or waive any statute of limitations or other potential defense based on timeliness; or (f) a criminal investigation commenced by receipt of an indictment. “Additional Insured Organization” means (1) any for-profit entity during any time on or before the inception of the Policy Period in which the SPE, either directly or through one or more subsidiaries, has Management Control thereover; and (2) any not-for-profit entity during any time on or before the inception of the Policy Period in which it is sponsored exclusively by SPE. “Management Control” means with respect to any entity: (1) the ownership interests representing the power to elect, appoint or designate a majority of (i) its directors, if such entity is a corporation; (ii) its management committee members, if such entity is a joint venture or partnership; or (iii) the members of its management board, if such entity is a limited liability company; or (b) possession of the right, pursuant to written contract or the by-laws, charter, operating agreement or similar documents of SPE, to elect, appoint or designate a majority of: (i) its directors, if such entity is a corporation; (ii) its management committee members, if such entity is a joint venture or partnership; or (iii) the members of its management board, if such entity is a limited liability company. SPE is deemed to have Management Control over any company during any time in which such company is consolidated with it for financial reporting purposes. “Employment Practices Act” means, as respects any Employee, any employment-related act including but not limited to any actual or alleged: (a) failure to provide equal opportunity of employment; (b) discrimination; (c) harassment (sexual or otherwise, and whether in quid pro quo or hostile work environment situations); (d) actual or constructive termination of an employment or partnership relationship, (e) denial of promotion; (f) demotion; (g) failure to grant partnership; (h) any adverse change in the terms or conditions of an Employee’s employment status; (i) retaliation (including retaliation against whistleblowers); (j) defamation; (k) intentional or negligent infliction of emotional distress; (l) invasion of privacy; (m) misrepresentation; (n) promissory estoppel; (o) fraudulent inducement; (p) negligent hiring; (q) libel, slander or humiliation; (r) wrongful failure to employ or promote; (s) negligent evaluation; (t) wrongful discipline; (u) wrongful failure to provide or enforce corporate policies, including denial of procedural due process; (v) violation of an Employee’s civil right; or (w) actual or alleged violations of any statute which restates any of the above. DISCLAIMER: This insurance summary is subject to the terms, conditions and limitations of the policy. Nothing contained herein should be construed as legal advise. It is provided as general advise only. Knowledgeable legal counsel should be consulted for any legal questions or interpretations.

5 5 Sony Pictures Entertainment Inc. Employment Practices Liability Insurance Summary Who is Covered (continued): “Third Party Wrongful Act” means an actual or alleged act, error, omission, neglect or breach of duty committed or attempted in connection with any actual or alleged violation of any law or public policy concerning discrimination or harassment Major Exclusions: Prior notice under any other similar insurance. Workers compensation, unemployment insurance, social security, disability benefits or similar law, ERISA (except section 510), FLSA (except the Equal Pay Act), NLRA (including labor disputes), WARN, COBRA, OSHA, any federal,state, or local statute or law similar exception for retaliatory treatment of claimant by the Insured. Disease or illness arising out of exposure to conditions at the Employee’s place of employment or other occupational disease or illness, or arising out of the alleged failure of any Insured to provide for the physical safety of its Employees Failure to fund or perform any fiduciary obligation as respects benefit plans Loss which the Insured is legally obligated to pay by reason of the written contractual assumption of the liability of any entity or person who is not an Insured under this Policy unless such liability would have existed even in the absence of such written contract Personal liability of any natural person Insured who undertook an act giving rise to a Claim with the deliberate intent of causing harm (defense afforded until this is judicially determined) Loss attributable to or arising out of a criminal investigation or criminal proceeding brought against any Insured except for any jurisdiction outside of the U.S. where prohibitions against discrimination or harassment are part of the criminal code DISCLAIMER: This insurance summary is subject to the terms, conditions and limitations of the policy. Nothing contained herein should be construed as legal advise. It is provided as general advise only. Knowledgeable legal counsel should be consulted for any legal questions or interpretations.


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