This excerpt taken from the ATVI 8-K filed Jan 8, 2007.
Agreement to Amend Employment Agreements with Robert Kotick and Brian Kelly
On December 29, 2006, the Company entered into agreements to amend the Companys employment agreements with Robert Kotick dated May 22, 2000, as amended, and Brian Kelly dated May 22, 2000, as amended (collectively, the Agreements to Amend). In order to avoid potential adverse tax consequences under Section 409A of Internal Revenue Code (Section 409A), the parties agreed to remove a provision under the existing employment agreements whereby the employees options would be automatically re-priced upon a change of control. The parties also agreed to negotiate in good faith to promptly develop an amendment to their respective employment agreements to provide benefits reasonably comparable to those removed pursuant to the Agreements to Amend in a manner that satisfies the requirements of Section 409A.