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These excerpts taken from the ATVI 10-K filed Feb 27, 2009. “Employment
Violation means any material breach by the Holder of his or
her employment agreement with the Company or one of its subsidiaries or
affiliates for so long as the terms of such employment agreement shall apply to
the Holder (with any breach of the post-termination obligations contained
therein deemed to be material for purposes of these Award Terms).
“Employment
Violation” means any material breach by Grantee of his or her
employment agreement with the Company or one of its subsidiaries or affiliates
for so long as the terms of such employment agreement shall apply to Grantee
(with any breach of the post-termination obligations contained therein deemed
to be material for purposes of these Award Terms).
“Employment Violation”
means any material breach by Grantee of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation means any material breach by the Holder of his or her employment agreement with the Company or one of its subsidiaries or affiliates for so long as the terms of such employment agreement shall apply to the Holder (with any breach of the post-termination obligations contained therein deemed to be material for purposes of these Award Terms).
“Equity
“Employment Violation” means any material breach by Grantee of his or her employment agreement with the Company or one of its subsidiaries or affiliates for so long as the terms of such employment agreement shall apply to Grantee (with any breach of the post-termination obligations contained therein deemed to be material for purposes of these Award Terms).
“Equity
“Employment Violation” means any material breach by Grantee of his or her employment agreement with the Company or one of its subsidiaries or affiliates for so long as the terms of such employment agreement shall apply to Grantee (with any breach of the post-termination obligations contained therein deemed to be material for purposes of these Award Terms).
“Equity Account Administrator”
These excerpts taken from the ATVI 10-Q filed Nov 10, 2008. “Employment Violation”
means any material breach by Grantee of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by the Holder of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to the Holder (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by Grantee of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by the Holder of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to the Holder (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by Grantee of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by the Holder of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to the Holder (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by Grantee of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by the Holder of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to the Holder (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by Grantee of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
These excerpts taken from the ATVI 10-Q filed Feb 11, 2008. “Employment Violation” means any material breach by Grantee of
his or her employment agreement with the Company or one of its subsidiaries or
affiliates for so long as the terms of such employment agreement shall apply to
Grantee (with any breach of the post-termination obligations contained therein
deemed to be material for purposes of these Award Terms).
“Employment Violation” means any material breach by Grantee of
his or her employment agreement with the Company or one of its subsidiaries or
affiliates for so long as the terms of such employment agreement shall apply to
Grantee (with any breach of the post-termination obligations contained therein
deemed to be material for purposes of these Award Terms).
“Employment Violation” means any material breach by the Holder
of his or her employment agreement with the Company or one of its subsidiaries
or affiliates for so long as the terms of such employment agreement shall apply
to the Holder (with any breach of the post-termination obligations contained
therein deemed to be material for purposes of these Award Terms).
These excerpts taken from the ATVI 10-Q filed Nov 7, 2007. “Employment Violation” means any material breach by the Holder
of the Employment Agreement for so long as the terms thereof shall apply to the
Holder (with any breach of the post-termination obligations contained therein
deemed to be material for purposes of these Award Terms).
“Employment Violation” means any material breach by Grantee of
the Employment Agreement for so long as the terms thereof shall apply to
Grantee (with any breach of the post-termination obligations contained therein
deemed to be material for purposes of these Award Terms).
“Employment Violation” means any material breach by the Holder
of the Employment Agreement for so long as the terms thereof shall apply to the
Holder (with any breach of the post-termination obligations contained therein
deemed to be material for purposes of these Award Terms).
“Employment
Violation” means any material breach by Grantee of the
Employment Agreement for so long as the terms thereof shall apply to Grantee
(with any breach
of the post-termination obligations contained therein deemed to be material for purposes of these Award Terms). “Employment Violation” means any material breach
by Grantee of the Employment Agreement for so long as the terms thereof shall
apply to Grantee (with any breach
of the post-termination obligations contained therein deemed to be material for purposes of these Award Terms). “Employment Violation”
means any material breach by Grantee of the Employment Agreement for so long as
the terms thereof shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by the Holder of the Employment Agreement for so long
as the terms thereof shall apply to the Holder (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation” means any material breach by the Holder
of the Employment Agreement for so long as the terms thereof shall apply to the
Holder (with any breach of the post-termination obligations contained therein
deemed to be material for purposes of these Award Terms).
These excerpts taken from the ATVI 10-K filed Jun 14, 2007. “Employment Violation”
means any material breach by Grantee of the Employment Agreement for so long as
the terms thereof shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment
Violation” means any
material breach by Grantee of the Employment Agreement for so long as the terms
thereof shall apply to Grantee (with any breach of the post-termination
obligations contained therein deemed to be material for purposes of these Award
Terms).
“Employment Violation”
means any material breach by the Holder of the Employment Agreement for so long
as the terms thereof shall apply to the Holder (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by Grantee of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by Grantee of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
“Employment Violation”
means any material breach by the Holder of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to the Holder (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).
This excerpt taken from the ATVI 10-Q filed Nov 3, 2005. Employment Violation. In consideration of the granting
and by acceptance of this Option, the Holder hereby agrees that the terms of
this Section 8 shall apply to the Option.
The Holder acknowledges and agrees that each exercise of this Option and
each written notice of exercise delivered to the Company and executed by the
Holder shall serve as a reaffirmation of and continuing agreement by the Holder
to comply with the terms contained in this Section 8.
The Company and the Holder acknowledge and agree that if the Holder materially breaches the Employment Agreement (it being understood that any breach of the post-termination obligations contained therein shall be deemed to be material) for so long as the terms of the Employment Agreement shall apply to the Holder (each an “Employment Violation”), subject to the cure provision outlined in Paragraph 9(a) of the Employment Agreement, the Company shall have the right to require (i) the termination and cancellation of the unexercised portion of this Option, if any, whether vested or unvested, and (ii) payment by the Holder to the Company of the Recapture Amount (as defined below). The Company and the Holder further agree that such termination of unexercised Options and payment of the Recapture Amount, as the case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company arising out of or in connection with any such Employment Violation including, without limitation, the right to terminate the Holder’s employment if not already terminated, seek injunctive relief and additional monetary damages.
For purposes of this Section 8, the “Recapture Amount” shall mean the gross gain realized or unrealized by the Holder upon each exercise of this Option during the period beginning on the date which is twelve (12) months prior to the date of the Holder’s Employment Violation and ending on the date of computation (the “Look-back Period”), which gain shall be calculated as the sum of:
(a) as to any Shares acquired by the Holder upon exercise of any portion of this Option during the Look-back Period and thereafter sold, an amount equal to the product of (x) the sales price per Share sold minus the exercise price per Share times (y) the number of Shares as to which this Option was exercised and which were sold at such sales price; plus(b) as to any Shares acquired by the Holder upon exercise and not thereafter sold, with respect to each of such Shares an amount equal to the product of (x) the greatest of the following: (1) the Fair Market Value per Share on the date of exercise, (2) the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the thirty (30) trading day period ending on the trading day immediately preceding the
date of the Company’s written notice of its exercise of its rights under this Section 8, or (3) the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the thirty (30) trading day period ending on the trading day immediately preceding the date of computation, minus the exercise price per Share times (y) the number of Shares as to which this Option was exercised and which were not sold;provided, however, in lieu of payment by the Holder to the Company of the Recapture Amount determined pursuant to clause (b) above, the Holder, in his discretion, may tender to the Company the Shares acquired upon exercise of this Option during the Look-back Period and the Optionee shall not be entitled to receive any consideration from the Company in exchange therefor.
9.These excerpts taken from the ATVI 10-Q filed Aug 4, 2005. Employment
Violation. In consideration of the granting and by acceptance of this
Option, the Holder hereby agrees that the terms of this Section 8 shall
apply to the Option. The Holder acknowledges and agrees that each exercise of
this Option and each written notice of exercise delivered to the Company and
executed by the Holder shall serve as a reaffirmation of and continuing
agreement by the Holder to comply with the terms contained in this Section 8.
The Company and the Holder acknowledge and agree that if the Holder materially breaches the Employment Agreement (it being understood that any breach of the post-termination obligations contained therein shall be deemed to be material) for so long as the terms of the Employment Agreement shall apply to the Holder (each an “Employment Violation”), the Company shall have the right to require (i) the termination and cancellation of the unexercised portion of this Option, if any, whether vested or unvested, and (ii) payment by the Holder to the Company of the Recapture Amount (as defined below). The Company and the Holder further agree that such termination of unexercised Options and payment of the Recapture Amount, as the case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company arising out of or in connection with any such Employment Violation including, without limitation, the right to terminate the Holder’s employment if not already terminated, seek injunctive relief and additional monetary damages.
For purposes of this Section 8, the “Recapture Amount” shall mean the gross gain realized or unrealized by the Holder upon each exercise of this Option during the period beginning on the date which is twelve (12) months prior to the date of the Holder’s Employment Violation and ending on the date of computation (the “Look-back Period”), which gain shall be calculated as the sum of:
(a) as to any Shares acquired by the Holder upon exercise of any portion of this Option during the Look-back Period and thereafter sold, an amount equal to the product of (x) the sales price per Share sold minus the exercise price per Share times (y) the number of Shares as to which this Option was exercised and which were sold at such sales price; plus
(b) as to any Shares acquired by the Holder upon exercise and not thereafter sold, with respect to each of such Shares an amount equal to the product of (x) the greatest of the following: (1) the Fair Market Value per Share on the date of exercise,
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(2) the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the thirty (30) trading day period ending on the trading day immediately preceding the date of the Company’s written notice of its exercise of its rights under this Section 8, or (3) the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the thirty (30) trading day period ending on the trading day immediately preceding the date of computation, minus the exercise price per Share times (y) the number of Shares as to which this Option was exercised and which were not sold;
provided, however, in lieu of payment by the Holder to the Company of the Recapture Amount determined pursuant to clause (b) above, the Holder, in his discretion, may tender to the Company the Shares acquired upon exercise of this Option during the Look-back Period and the Optionee shall not be entitled to receive any consideration from the Company in exchange therefor.
9. Employment Violation. Each
Share Option Agreement evidencing an Option granted hereunder shall include and
be subject to the following terms:
These excerpts taken from the ATVI 10-K filed Jun 9, 2005. Employment Violation. In consideration of the granting and by acceptance of this Option, the
Holder hereby agrees that the terms of this Section 7 shall apply to the
Option. The Holder acknowledges and
agrees that each exercise of this Option and each written notice of exercise
delivered to the Company and executed by the Holder shall serve as a
reaffirmation of and continuing agreement by the Holder to comply with the
terms contained in this Section 7.
The Company and the Holder acknowledge and agree that if the Holder materially breaches his or her employment agreement (it being understood that any breach of the post-termination obligations contained therein shall be deemed to be material) for so long as the terms of such employment agreement shall apply to the Holder (each an “Employment Violation”), the Company shall have the right to require (i) the termination and cancellation of the unexercised portion of this Option, if any, whether vested or unvested, and (ii) payment by the Holder to the Company of the Recapture Amount (as defined below). The Company and the Holder further agree that such termination of unexercised Options and payment of the Recapture Amount, as the
3
case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company arising out of or in connection with any such Employment Violation including, without limitation, the right to terminate the Holder’s employment if not already terminated, seek injunctive relief and additional monetary damages.
For purposes of this Section 7, the “Recapture Amount” shall mean the gross gain realized or unrealized by the Holder upon each exercise of this Option during the period beginning on the date which is twelve (12) months prior to the date of the Holder’s Employment Violation and ending on the date of computation (the “Look-back Period”), which gain shall be calculated as the sum of:
(a) if the Holder has exercised any portion of this Option during the Look-back Period and sold any of the Shares acquired on exercise thereafter, an amount equal to the product of (x) the sales price per Share sold minus the exercise price per Share times (y) the number of Shares as to which this Option was exercised and which were sold at such sales price; plus(b) if the Holder has exercised any portion of this Option during the Look-back Period and not sold any of the Shares acquired on exercise thereafter, with respect to each of such Shares an amount equal to the product of (x) the greatest of the following: (1) the Fair Market Value per Share on the date of exercise, (2) the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the thirty (30) trading day period ending on the trading day immediately preceding the date of the Company’s written notice of its exercise of its rights under this Section 7, or (3) the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the thirty (30) trading day period ending on the trading day immediately preceding the date of computation, minus the exercise price per Share times (y) the number of Shares as to which this Option was exercised and which were not sold;provided, however, in lieu of payment by the Holder to the Company of the Recapture Amount determined pursuant to clause (b) above, the Holder, in his or her discretion, may tender to the Company the Shares acquired upon exercise of this Option during the Look-back Period and the Optionee shall not be entitled to receive any consideration from the Company in exchange therefor.
8.Employment Violation. In consideration of the granting and by acceptance of this
Option, the Holder hereby agrees that the terms of this Section 8 shall
apply to the Option. The Holder
acknowledges and agrees that each exercise of this Option and each written
notice of exercise delivered to the Company and executed by the Holder shall
serve as a reaffirmation of and continuing agreement by the Holder to comply
with the terms contained in this Section 8.
The Company and the Holder acknowledge and agree that if the Holder materially breaches his or her employment agreement (it being understood that any breach of the post-termination obligations contained therein shall be deemed to be material) for so long as the terms of such employment agreement shall apply to the Holder (each an “Employment Violation”), the Company shall have the right to require (i) the termination and cancellation of the unexercised portion of this Option, if any, whether vested or unvested, and (ii) payment by the Holder to the Company of the Recapture Amount (as defined below). The Company and the Holder further agree that such termination of unexercised Options and payment of the Recapture Amount, as the case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company arising out of or in connection with any such Employment Violation including, without limitation, the right to terminate the Holder’s employment if not already terminated, seek injunctive relief and additional monetary damages.
For purposes of this Section 8, the “Recapture Amount” shall mean the gross gain realized or unrealized by the Holder upon each exercise of this Option during the period beginning on the date which is twelve (12) months prior to the date of the Holder’s Employment Violation and ending on the date of computation (the “Look-back Period”), which gain shall be calculated as the sum of:
a. if the Holder has exercised any portion of this Option during the Look-back Period and sold any of the Shares acquired on exercise thereafter, an amount equal to the product of (x) the sales price per Share sold minus the exercise price per Share times (y) the number of Shares as to which this Option was exercised and which were sold at such sales price; plus
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b. if the Holder has exercised any portion of this Option during the Look-back Period and not sold any of the Shares acquired on exercise thereafter, with respect to each of such Shares an amount equal to the product of (x) the greatest of the following: (1) the Fair Market Value per Share on the date of exercise, (2) the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the thirty (30) trading day period ending on the trading day immediately preceding the date of the Company’s written notice of its exercise of its rights under this Section 8, or (3) the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the thirty (30) trading day period ending on the trading day immediately preceding the date of computation, minus the exercise price per Share times (y) the number of Shares as to which this Option was exercised and which were not sold;provided, however, in lieu of payment by the Holder to the Company of the Recapture Amount determined pursuant to clause (b) above, the Holder, in his or her discretion, may tender to the Company the Shares acquired upon exercise of this Option during the Look-back Period and the Optionee shall not be entitled to receive any consideration from the Company in exchange therefor.
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