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This excerpt taken from the ATVI DEFA14A filed Dec 6, 2007. (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 three (3) multiplied by the average of the sum of the Base Salary and annual bonus paid to the Executive for the three (3) most recent fiscal years immediately prior to the year in which the Date of Termination occurs; provided, however, that in the event of a termination of employment pursuant to Section 5(f)(ix) the multiple used for purposes of this Section 7(d)(iii) shall be two (2);(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 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(d)) 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(d)) 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(d)(iii) and the accelerated vesting of the options described in clauses (v) and (vi) of this Section 7(d) are expressly conditioned upon the Executive’s execution of a Release and such Release becoming effective and irrevocable in its entirety on or prior to the last day of the Release Period.Notwithstanding the above, the payments and benefits described in this Section 7(d) shall be subject to Section 17(c).(e) No Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 or in Section 8 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 or in Section 8 be reduced by any compensation earned by him as the result of employment by another employer or by retirement benefits after the Date of Termination or otherwise, except as specifically provided in this Section 7.(f) Time and Form of Payment of Severance Amounts. Subject to Section 17(c), (i) the Pro Rata Annual Bonus shall be paid to the Executive on the first (1st) business day following the Release Period, (ii) the Accrued Obligations will be paid to the Executive in a
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lump sum not later than the tenth (10th) business day following the Date of Termination, and (iii) the amounts payable pursuant to Sections 7(b)(iii) and 7(d)(iii) will be paid in equal installments over the twelve (12) month period commencing on the Date of Termination in accordance with the Company’s payroll practices as in effect from time to time; provided, however, that payment of such severance amounts shall immediately cease, and the Executive shall have no further rights with respect to such amounts, if the Executive has violated any of the provisions set forth in Sections 10, 11, or 12.This excerpt taken from the ATVI 8-K filed Dec 6, 2007. (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 three (3) multiplied by the average of the sum of the Base Salary and annual bonus paid to the Executive for the three (3) most recent fiscal years immediately prior to the year in which the Date of Termination occurs; provided, however, that in the event of a termination of employment pursuant to Section 5(f)(ix) the multiple used for purposes of this Section 7(d)(iii) shall be two (2);(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 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(d)) 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(d)) 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(d)(iii) and the accelerated vesting of the options described in clauses (v) and (vi) of this Section 7(d) are expressly conditioned upon the Executive’s execution of a Release and such Release becoming effective and irrevocable in its entirety on or prior to the last day of the Release Period.Notwithstanding the above, the payments and benefits described in this Section 7(d) shall be subject to Section 17(c).(e) No Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 or in Section 8 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 or in Section 8 be reduced by any compensation earned by him as the result of employment by another employer or by retirement benefits after the Date of Termination or otherwise, except as specifically provided in this Section 7.(f) Time and Form of Payment of Severance Amounts. Subject to Section 17(c), (i) the Pro Rata Annual Bonus shall be paid to the Executive on the first (1st) business day following the Release Period, (ii) the Accrued Obligations will be paid to the Executive in a
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lump sum not later than the tenth (10th) business day following the Date of Termination, and (iii) the amounts payable pursuant to Sections 7(b)(iii) and 7(d)(iii) will be paid in equal installments over the twelve (12) month period commencing on the Date of Termination in accordance with the Company’s payroll practices as in effect from time to time; provided, however, that payment of such severance amounts shall immediately cease, and the Executive shall have no further rights with respect to such amounts, if the Executive has violated any of the provisions set forth in Sections 10, 11, or 12. | EXCERPTS ON THIS PAGE:
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