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This excerpt taken from the ATVI 10-Q filed Aug 4, 2005. Exercise of Options. Vested
Options granted under the Plan shall be exercised by the Optionee or by a
Permitted Assignee thereof (or by his or her executors, administrators,
guardian or legal representative, as provided in Sections 8.5 and 8.6 hereof)
as to all or part of the Shares covered thereby, by the giving of written
notice of exercise to the Company, specifying the number of Shares to be
purchased, accompanied by payment of the full purchase price for the Shares
being purchased. Full payment of such
purchase price shall be made at the time of exercise and shall be made (i) in
cash or by certified check or bank check or wire transfer of immediately
available funds, (ii) with the consent of the Committee, by tendering
previously acquired Shares (valued at their then Fair Market Value, as
determined by the Committee as of the date of tender) that have been owned for
a period of at least six months (or such other period to avoid accounting
charges against the Company’s earnings), (iii) if Shares are traded on a national
securities exchange, the NASDAQ, or quoted on a national quotation system
sponsored by the National Association of Securities Dealers, Inc., and the
Committee authorizes this method of exercise, through the delivery of
irrevocable instructions to a broker approved by the Committee to deliver
promptly to the Company an amount equal to the purchase price, or (iv)
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through any other method specified in the Share Option Agreement, or with the consent of the Committee, any combination of (i), (ii), and (iii). In connection with a tender of previously acquired Shares pursuant to clause (ii) above, the Committee, in its sole discretion, may permit the Optionee to constructively exchange Shares already owned by the Optionee in lieu of actually tendering such Shares to the Company, provided that adequate documentation concerning the ownership of the Shares to be constructively tendered is furnished in form satisfactory to the Committee. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.
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