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These excerpts taken from the ATVI DEFA14A filed Dec 6, 2007. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended and Restated Employment Agreement, dated as of December 1, 2007 (the “Effective Date”), by and between ACTIVISION, INC., a Delaware corporation with its principal offices at 3100 Ocean Park Boulevard, Santa Monica, CA 90405 (the “Company”), and ROBERT A. KOTICK (the “Executive”).
RECITALS:
WHEREAS, the Company and the Executive are parties to an employment agreement dated May 22, 2000 as amended on December 29, 2006 (the “Original Agreement”);
WHEREAS, the Company, Vivendi, S.A., a Societe Anonyme organized under the laws of France (“Vivendi”), Vivendi Games Acquisition Company LLC, a limited liability company organized under the laws of the State of Delaware (“Vivendi LLC”), Vivendi Games, Inc., a Delaware corporation (“Games”), and Sego Merger Corporation, a Delaware corporation (“Merger Sub”), have proposed to enter into a Business Combination Agreement (“BCA”) in order to combine the respective businesses of Games and the Company, pursuant to which, among other things, (i) Vivendi shall purchase (the “Share Purchase”) from the Company a number of newly issued shares of common stock, par value $0.000001 per share, of the Company (“Company Common Stock”) and (ii) Merger Sub shall be merged with and into Games (the “Merger” and, together with the Share Purchase, the “Combination Transactions”) pursuant to which (x) each share of common stock, par value $0.01 per share, of Games shall be converted into the right to receive a number of shares of Company Common Stock equal to the Exchange Ratio (as defined in the BCA) and (y) Games shall become a wholly-owned subsidiary of the Company;
WHEREAS, concurrently with the execution of the BCA, in order to induce Vivendi, Vivendi LLC and Games to enter into the BCA, the Executive has agreed to enter into this Amended and Restated Employment Agreement (this “Agreement”), between the Executive and the Company, effective on the Effective Date and subject to the provisions hereof;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to enter into this Agreement and the Executive is willing to serve as an employee of the Company subject to the terms and conditions of this Agreement;
WHEREAS, the Compensation Committee (the “Compensation Committee”) of the Board approved the execution and delivery of this Agreement by the Company at a meeting of the Compensation Committee held on December 1, 2007;
WHEREAS, this Agreement has been provided to and reviewed by the Board of Directors of Vivendi;
WHEREAS, the Company, Vivendi and the Executive agree that it is a condition of the Combination Transactions that the Executive executes the Agreement;
WHEREAS, the Company and the Executive agree that this Agreement will amend and supersede the Original Agreement in its entirety; and
WHEREAS, in consideration for this Agreement, the Executive has waived his rights to certain payments and benefits under the Original Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended and Restated Employment Agreement, dated as of December 1, 2007 (the “Effective Date”), by and between ACTIVISION, INC., a Delaware corporation with its principal offices at 3100 Ocean Park Boulevard, Santa Monica, CA 90405 (the “Company”), and BRIAN G. KELLY (the “Executive”).
RECITALS:
WHEREAS, the Company and the Executive are parties to an employment agreement dated May 22, 2000 as amended on December 29, 2006 (the “Original Agreement”);
WHEREAS, the Company, Vivendi, S.A., a Societe Anonyme organized under the laws of France (“Vivendi”), Vivendi Games Acquisition Company LLC, a limited liability company organized under the laws of the State of Delaware (“Vivendi LLC”), Vivendi Games, Inc., a Delaware corporation (“Games”), and Sego Merger Corporation, a Delaware corporation (“Merger Sub”), have proposed to enter into a Business Combination Agreement (“BCA”) in order to combine the respective businesses of Games and the Company, pursuant to which, among other things, (i) Vivendi shall purchase (the “Share Purchase”) from the Company a number of newly issued shares of common stock, par value $0.000001 per share, of the Company (“Company Common Stock”) and (ii) Merger Sub shall be merged with and into Games (the “Merger” and, together with the Share Purchase, the “Combination Transactions”) pursuant to which (x) each share of common stock, par value $0.01 per share, of Games shall be converted into the right to receive a number of shares of Company Common Stock equal to the Exchange Ratio (as defined in the BCA) and (y) Games shall become a wholly-owned subsidiary of the Company;
WHEREAS, concurrently with the execution of the BCA, in order to induce Vivendi, Vivendi LLC and Games to enter into the BCA, the Executive has agreed to enter into this Amended and Restated Employment Agreement (this “Agreement”), between the Executive and the Company, effective on the Effective Date and subject to the provisions hereof;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to enter into this Agreement and the Executive is willing to serve as an employee of the Company subject to the terms and conditions of this Agreement;
WHEREAS, the Compensation Committee (the “Compensation Committee”) of the Board approved the execution and delivery of this Agreement by the Company at a meeting of the Compensation Committee held on December 1, 2007;
WHEREAS, this Agreement has been provided to and reviewed by the Board of Directors of Vivendi;
WHEREAS, the Company, Vivendi and the Executive agree that it is a condition of the Combination Transactions that the Executive executes the Agreement;
WHEREAS, the Company and the Executive agree that this Agreement will amend and supersede the Original Agreement in its entirety; and
WHEREAS, in consideration for this Agreement, the Executive has waived his rights to certain payments and benefits under the Original Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
These excerpts taken from the ATVI 8-K filed Dec 6, 2007. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended and Restated Employment Agreement, dated as of December 1, 2007 (the “Effective Date”), by and between ACTIVISION, INC., a Delaware corporation with its principal offices at 3100 Ocean Park Boulevard, Santa Monica, CA 90405 (the “Company”), and ROBERT A. KOTICK (the “Executive”).
RECITALS:
WHEREAS, the Company and the Executive are parties to an employment agreement dated May 22, 2000 as amended on December 29, 2006 (the “Original Agreement”);
WHEREAS, the Company, Vivendi, S.A., a Societe Anonyme organized under the laws of France (“Vivendi”), Vivendi Games Acquisition Company LLC, a limited liability company organized under the laws of the State of Delaware (“Vivendi LLC”), Vivendi Games, Inc., a Delaware corporation (“Games”), and Sego Merger Corporation, a Delaware corporation (“Merger Sub”), have proposed to enter into a Business Combination Agreement (“BCA”) in order to combine the respective businesses of Games and the Company, pursuant to which, among other things, (i) Vivendi shall purchase (the “Share Purchase”) from the Company a number of newly issued shares of common stock, par value $0.000001 per share, of the Company (“Company Common Stock”) and (ii) Merger Sub shall be merged with and into Games (the “Merger” and, together with the Share Purchase, the “Combination Transactions”) pursuant to which (x) each share of common stock, par value $0.01 per share, of Games shall be converted into the right to receive a number of shares of Company Common Stock equal to the Exchange Ratio (as defined in the BCA) and (y) Games shall become a wholly-owned subsidiary of the Company;
WHEREAS, concurrently with the execution of the BCA, in order to induce Vivendi, Vivendi LLC and Games to enter into the BCA, the Executive has agreed to enter into this Amended and Restated Employment Agreement (this “Agreement”), between the Executive and the Company, effective on the Effective Date and subject to the provisions hereof;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to enter into this Agreement and the Executive is willing to serve as an employee of the Company subject to the terms and conditions of this Agreement;
WHEREAS, the Compensation Committee (the “Compensation Committee”) of the Board approved the execution and delivery of this Agreement by the Company at a meeting of the Compensation Committee held on December 1, 2007;
WHEREAS, this Agreement has been provided to and reviewed by the Board of Directors of Vivendi;
WHEREAS, the Company, Vivendi and the Executive agree that it is a condition of the Combination Transactions that the Executive executes the Agreement;
WHEREAS, the Company and the Executive agree that this Agreement will amend and supersede the Original Agreement in its entirety; and
WHEREAS, in consideration for this Agreement, the Executive has waived his rights to certain payments and benefits under the Original Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended and Restated Employment Agreement, dated as of December 1, 2007 (the “Effective Date”), by and between ACTIVISION, INC., a Delaware corporation with its principal offices at 3100 Ocean Park Boulevard, Santa Monica, CA 90405 (the “Company”), and BRIAN G. KELLY (the “Executive”).
RECITALS:
WHEREAS, the Company and the Executive are parties to an employment agreement dated May 22, 2000 as amended on December 29, 2006 (the “Original Agreement”);
WHEREAS, the Company, Vivendi, S.A., a Societe Anonyme organized under the laws of France (“Vivendi”), Vivendi Games Acquisition Company LLC, a limited liability company organized under the laws of the State of Delaware (“Vivendi LLC”), Vivendi Games, Inc., a Delaware corporation (“Games”), and Sego Merger Corporation, a Delaware corporation (“Merger Sub”), have proposed to enter into a Business Combination Agreement (“BCA”) in order to combine the respective businesses of Games and the Company, pursuant to which, among other things, (i) Vivendi shall purchase (the “Share Purchase”) from the Company a number of newly issued shares of common stock, par value $0.000001 per share, of the Company (“Company Common Stock”) and (ii) Merger Sub shall be merged with and into Games (the “Merger” and, together with the Share Purchase, the “Combination Transactions”) pursuant to which (x) each share of common stock, par value $0.01 per share, of Games shall be converted into the right to receive a number of shares of Company Common Stock equal to the Exchange Ratio (as defined in the BCA) and (y) Games shall become a wholly-owned subsidiary of the Company;
WHEREAS, concurrently with the execution of the BCA, in order to induce Vivendi, Vivendi LLC and Games to enter into the BCA, the Executive has agreed to enter into this Amended and Restated Employment Agreement (this “Agreement”), between the Executive and the Company, effective on the Effective Date and subject to the provisions hereof;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to enter into this Agreement and the Executive is willing to serve as an employee of the Company subject to the terms and conditions of this Agreement;
WHEREAS, the Compensation Committee (the “Compensation Committee”) of the Board approved the execution and delivery of this Agreement by the Company at a meeting of the Compensation Committee held on December 1, 2007;
WHEREAS, this Agreement has been provided to and reviewed by the Board of Directors of Vivendi;
WHEREAS, the Company, Vivendi and the Executive agree that it is a condition of the Combination Transactions that the Executive executes the Agreement;
WHEREAS, the Company and the Executive agree that this Agreement will amend and supersede the Original Agreement in its entirety; and
WHEREAS, in consideration for this Agreement, the Executive has waived his rights to certain payments and benefits under the Original Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
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