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ATVI » Topics » (b) Compensation Upon Disability . In the event of termination of the Executives employment with the Company Group for Disability:This excerpt taken from the ATVI DEFA14A filed Dec 6, 2007. (b) Compensation Upon Disability. In the event of termination of the Executive’s employment with the Company Group for Disability:(i) the Executive shall be entitled to receive the Accrued Obligations;(ii) the Executive shall be entitled to receive the Pro Rata Annual Bonus;(iii) the Executive shall be entitled to receive an amount equal to one (1) times the average base salary paid to the Executive for the three (3) most recent fiscal years immediately prior to the year in which the Date of Termination occurs;(iv) the Executive and his then current spouse and minor children, if any, shall receive the same level of health/medical insurance or coverage provided immediately prior to the Date of Termination on a non-taxable basis for
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two (2) years, with the cost of such continued insurance or coverage being borne by the Company;(v) the Prior Options shall, to the extent not already vested, immediately vest, and all vested Prior Options (including the Prior Options that vest in accordance with this Section 7(b)) will remain exercisable until the earlier of their original expiration date or the fifth (5th) anniversary of the Date of Termination; and(vi) the June Options shall, to the extent not already vested, immediately vest, and all vested June Options (including the June Options that vest in accordance with this Section 7(b)) will remain exercisable until the original expiration date of the June Options.Payment of the Pro Rata Annual Bonus, the severance amount described in Section 7(b)(iii) and the accelerated vesting of the options described in clauses (v) and (vi) of this Section 7(b) are expressly conditioned upon the Executive’s execution of a waiver and release agreement in the form attached as Exhibit A to this Agreement (the “Release”) and the Release becoming effective and irrevocable in its entirety within ninety (90) days after the Executive’s Date of Termination (the “Release Period”).
Notwithstanding the above, if the Executive’s Disability is not such that the Executive is “disabled” for purposes of Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits described in this Section 7(b) shall be subject to Section 17(c).(c) Compensation Upon Resignation Or Termination For Cause. In the event of termination of the Executive’s employment with the Company Group upon Resignation or termination for Cause:(i) the Executive shall be entitled to receive the Accrued Obligations;(ii) all unvested options shall expire on the Date of Termination;(iii) upon a termination for Cause, all vested options shall expire on the Date of Termination; and(iv) upon a Resignation, all vested options will expire on the earlier of (I) their original expiration date or (II) the later of (A) thirty (30) days following the Date of Termination and (B) the first date on which the Executive may sell shares of Company Common Stock over the primary exchange on which such Common Stock is listed for trading in accordance with applicable law and any applicable Company policy.(d) Compensation Upon Termination By Executive For Good Reason Or By The Company Without Cause. In the event the Executive’s employment with the Company Group is terminated by the Executive for Good Reason or by the Company without Cause:
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This excerpt taken from the ATVI 8-K filed Dec 6, 2007. (b) Compensation Upon Disability. In the event of termination of the Executive’s employment with the Company Group for Disability:(i) the Executive shall be entitled to receive the Accrued Obligations;(ii) the Executive shall be entitled to receive the Pro Rata Annual Bonus;(iii) the Executive shall be entitled to receive an amount equal to one (1) times the average base salary paid to the Executive for the three (3) most recent fiscal years immediately prior to the year in which the Date of Termination occurs;(iv) the Executive and his then current spouse and minor children, if any, shall receive the same level of health/medical insurance or coverage provided immediately prior to the Date of Termination on a non-taxable basis for
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two (2) years, with the cost of such continued insurance or coverage being borne by the Company;(v) the Prior Options shall, to the extent not already vested, immediately vest, and all vested Prior Options (including the Prior Options that vest in accordance with this Section 7(b)) will remain exercisable until the earlier of their original expiration date or the fifth (5th) anniversary of the Date of Termination; and(vi) the June Options shall, to the extent not already vested, immediately vest, and all vested June Options (including the June Options that vest in accordance with this Section 7(b)) will remain exercisable until the original expiration date of the June Options.Payment of the Pro Rata Annual Bonus, the severance amount described in Section 7(b)(iii) and the accelerated vesting of the options described in clauses (v) and (vi) of this Section 7(b) are expressly conditioned upon the Executive’s execution of a waiver and release agreement in the form attached as Exhibit A to this Agreement (the “Release”) and the Release becoming effective and irrevocable in its entirety within ninety (90) days after the Executive’s Date of Termination (the “Release Period”).
Notwithstanding the above, if the Executive’s Disability is not such that the Executive is “disabled” for purposes of Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits described in this Section 7(b) shall be subject to Section 17(c).(c) Compensation Upon Resignation Or Termination For Cause. In the event of termination of the Executive’s employment with the Company Group upon Resignation or termination for Cause:(i) the Executive shall be entitled to receive the Accrued Obligations;(ii) all unvested options shall expire on the Date of Termination;(iii) upon a termination for Cause, all vested options shall expire on the Date of Termination; and(iv) upon a Resignation, all vested options will expire on the earlier of (I) their original expiration date or (II) the later of (A) thirty (30) days following the Date of Termination and (B) the first date on which the Executive may sell shares of Company Common Stock over the primary exchange on which such Common Stock is listed for trading in accordance with applicable law and any applicable Company policy.(d) Compensation Upon Termination By Executive For Good Reason Or By The Company Without Cause. In the event the Executive’s employment with the Company Group is terminated by the Executive for Good Reason or by the Company without Cause:
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