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This excerpt taken from the ATVI DEF 14A filed Apr 22, 2009. Michael J. Griffith Michael J. Griffith is party to an employment agreement with Activision Publishing, pursuant to which he serves as its President and Chief Executive Officer. Mr. Griffith's initial term of employment 59 under the agreement began on June 15, 2005 and will expire on June 30, 2010. Activision Publishing has the option to extend that term for an additional period of up to three years if Mr. Griffith's total compensation exceeds $40 million during the initial term, where "total compensation" consists of his cumulative base salary, cumulative annual bonuses, realized and unrealized gains from all vested options issued to him, the market value of all restricted shares of our Common Stock issued to him that have vested and the amounts realized by him from the sale of any such vested shares. As of December 31, 2008, Mr. Griffith's total compensation as calculated under his employment agreement had not met the specified threshold. Pursuant to the agreement, Mr. Griffith's annual base salary was $600,000 on July 15, 2005 and was and will be increased automatically on July 1 of each year for the term of the agreement by 8% (or such higher amount as may be determined by the Board or the Compensation Committee in its sole discretion). For more information about Mr. Griffith's base salary, see "—Compensation Discussion and Analysis—Elements of Compensation Program for the Nine Month Period Ended December 31, 2008—Salary Analysis" above. Mr. Griffith is also eligible for an annual bonus, with a target amount of 100% of his base salary, the actual amount of which will be determined by our Board or the Compensation Committee in its sole discretion based on his achievement of mutually agreed objectives and his overall performance and our financial performance, and the form of which will be determined by the Compensation Committee in its sole discretion. For more information about performance-based bonuses, see "—Compensation Discussion and Analysis—Elements of Compensation Program for the Nine Month Period Ended December 31, 2008—2008 Achievement of Performance Goals and Payouts" above. Mr. Griffith is also entitled to participate in all benefit plans generally available to our senior executive officers. In order to attract and retain Mr. Griffith, we provided him with a guaranteed minimum level of compensation over the term of his employment agreement. The agreement provides that if, on May 15, 2010, Mr. Griffith's total compensation (calculated in the manner described above) plus any severance payments received by him has not exceeded $20 million, Activision Publishing will pay Mr. Griffith the shortfall. Activision Publishing is required to make this shortfall payment whether or not Mr. Griffith is then employed by Activision Publishing, unless Mr. Griffith's employment is terminated by Activision Publishing for cause or performance failure or due to his death or disability or Mr. Griffith terminates his employment other than for good reason. As of December 31, 2008, Mr. Griffith's total compensation (as calculated in the manner described above) exceeded $20 million. As an inducement to enter into his employment agreement, Mr. Griffith was reimbursed for certain relocation costs and incremental income taxes resulting therefrom and received an aggregate of $300,000 in mortgage assistance during the first three years of his term. In recognition of Mr. Griffith's contributions with respect to the Combination and to provide Mr. Griffith with additional incentives to deliver superior results in connection with the integration of our business with that of Vivendi Games, on December 1, 2007, we entered into an amendment to Mr. Griffith's employment agreement which became effective upon the consummation of the Combination. Pursuant to the amendment, upon the consummation of the Combination, Mr. Griffith received 100,000 stock options. In addition, the amendment reduced the vesting period of the equity awards granted to Mr. Griffith in connection with the commencement of his employment pursuant to his employment agreement. In June 2005, Mr. Griffith received options to purchase 2,666,668 shares of our Common Stock as an inducement to enter into the agreement, which were granted in three tranches. The first tranche, consisting of options to purchase 933,334 shares of our Common Stock that originally vested ratably over five years beginning on June 15, 2006, was amended to provide that the options which were scheduled to vest on June 15, 2010 will vest on June 15, 2009 (in addition to the options already scheduled to vest on that date). The second tranche, consisting of options to purchase 933,334 shares of 60 our Common Stock, was amended to provide that those options vest in full on June 15, 2009, subject to possible earlier vesting if Mr. Griffith were to attain certain performance objectives, rather than vesting in full on June 15, 2010, subject to such possible earlier vesting. The third tranche, consisting of options to purchase 800,000 shares of our Common Stock, was amended to provide that those options vest in full on June 15, 2009 rather than June 15, 2010. Mr. Griffith also received 311,526 restricted shares in June 2005 in consideration for abandoning certain long-term compensation, pension benefits and related equity participations with his prior employer. The restricted shares were to vest in three equal annual installments on June 15, 2008, June 15, 2009 and June 15, 2010 and were amended so that the shares which were scheduled to vest on June 15, 2010 will vest on June 15, 2009 (in addition to the shares already scheduled to vest on that date). These excerpts taken from the ATVI 10-K filed Feb 27, 2009. Michael Griffith
This Amendment #2 to Employment Agreement (this “Amendment #2”) is entered into as of December 15, 2008, by and between Michael Griffith (“Employee”) and Activision Publishing, Inc. (“Employer”). All capitalized terms shall have the same meaning set forth in the Employment Agreement (as defined below).
RECITALS:
Employee and Employer entered into an Employment Agreement dated as of June 15, 2005, which was amended on December 1, 2007 (the “Employment Agreement”).
Employee and Employer desire to further amend the Employment Agreement in certain respects as set forth herein in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.
AGREEMENT:
The parties hereby agree to amend the terms of the Employment Agreement as follows:
1. Bonus: The Employment Agreement is hereby amended to delete the penultimate sentence of Section 2(d) in its entirety and replace it with a new sentence to read as follows: The Annual Bonus, if granted, shall be paid to you in a single lump sum no later than the 15th day of the third month following the end of the fiscal year to which the bonus relates.
2. Termination by Employee: The Employment Agreement is hereby amended to delete Section 9(b) in its entirety and replace it with a new Section 9(b) to read as follows: You may terminate your employment under this Agreement upon the occurrence of the following, which shall remain uncured for a period of 45 days following notice to Employer of such occurrence: (i) the material diminution of your duties and responsibilities hereunder in violation of the Agreement, provided that neither your ceasing to have investor relations, financial reporting or similar responsibilities, nor the addition of one of more operating units or subsidiaries by reason of acquisitions or similar transactions that are not incorporated into Employer, nor the addition of new management and reporting responsibilities at Employer or Activision by reason of significant increase in the size and scope of Employer’s core business due to acquisitions or similar events shall be considered a diminution in your duties or responsibilities in violation of the Agreement; (ii) a material reduction in your Base Salary; (iii) the elimination or material reduction of your participation in any incentive or benefit plan other than, in any such case, as a result of the modification, reduction or elimination of such plan with regard to all senior executives of Employer or as a result of regulatory, tax or accounting requirements; or (iv) your relocation without your consent to a location more than twenty-five (25) miles from Los Angeles County provided that such relocation is materially adverse to you; provided, that you shall not have the right to terminate your
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employment pursuant to clauses (i), (ii) or (iii) of this Section 9(b) after such date as your Total Compensation shall equal or exceed the Guarantee Amount so long as, in the case of (i) above, your position remains as a senior executive position with the equivalent of divisional leadership responsibilities.
3. Death: With respect to the compensation payable to Employee’s heirs, successors or legal representatives in the event of Employee’s death, such heirs, successors or legal representatives shall receive the compensation provided for under Sections 9(d)(i)(i), (ii), (iv) and (v) of the Employment Agreement in a single lump sum payment within 60 days of the date of Employee’s death and the compensation provided for under Section 9(d)(i)(iii) in a single lump sum on the date such bonus otherwise would have been payable.
4. Disability: Section 9(c) of the Employment Agreement is hereby amended, following the first sentence thereof, to read as follows: In the event of your Disability during the term of this Agreement, this Agreement shall terminate and, upon said Disability, Employer shall be obligated to pay you the amounts set forth in Paragraph 9(e)(ii). “Disability” means that, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, you are unable to engage in any substantial gainful activity or are receiving income replacement benefits under an accident and health plan covering employees of the Company for a period of not less than three months.
5. Compensation upon Disability: Section 9(d)(ii) of the Employment Agreement is hereby amended to provide that Employee shall receive the compensation provided for in Section 9(d)(ii) in the event of his Disability, with the compensation provided for under Sections 9(d)(ii)(i), (ii), (iv) and (v) of the Employment Agreement to be paid to Employee in a single lump sum payment within 60 days of the date of Employee’s Disability and the compensation provided for under Section 9(d)(ii)(iii) in a single lump sum on the date such bonus otherwise would have been payable.
6. Performance Termination: With respect to Section 9(e) of the Employment Agreement, payment of the severance described in clauses (v) and (vi) of Section 9(e) shall cease immediately on the date the total of such payments made to Employee equals the upon Employee’s receipt of an amount of severance equal to the applicable Pro Rata Guarantee Amount to which Employee is entitled upon Employee’s termination pursuant to Section 9(e).
7. Section 409A: Section 16(q) of the Employment Agreement is hereby amended to read as follows: To the extent applicable, it is intended that the Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). The Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). Notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with Employer for purposes of the Agreement and no payments shall be due to you under the Agreement which are payable upon your termination of employment unless you would be considered to have incurred a “separation from service” from Employer within the meaning of Section 409A. To the
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extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Agreement during the six-month period immediately following your termination of employment shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of the Agreement, each amount to be paid or benefit to be provided to you pursuant to the Employment Agreement shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A; provided, however that with respect to any reimbursements for any taxes to which you become entitled under the terms of the Agreement, the payment of such reimbursements shall be made by Employer no later than the end of the calendar year following the calendar year in which you remit the related taxes.
Except as specifically set forth in this Amendment #2, the Employment Agreement shall remain unmodified and in full force and effect. If any term or provision of the Employment Agreement is contradictory to, or inconsistent with, any term or provision of this Amendment #2, then the terms and provisions of this Amendment #2 shall in all events control.
Michael Griffith
This Amendment
RECITALS:
Employee and
Employee and
AGREEMENT:
The parties
1. Bonus: The Employment Agreement is hereby amended to
2. Termination by Employee: The Employment Agreement is hereby amended to
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employment
3. Death: With respect to the compensation payable to
4. Disability: Section 9(c) of the Employment
5. Compensation upon Disability: Section 9(d)(ii) of the Employment
6. Performance Termination: With respect to Section 9(e) of the
7. Section 409A: Section 16(q) of the Employment
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extent
Except as
This excerpt taken from the ATVI 8-K filed Nov 10, 2008. Michael Griffith:
Before I begin reviewing the holiday quarter and beyond, I want to spend just a minute recapping accomplishments from the September quarter that build a stronger foundation for future growth and margin expansion.
First, as we integrated Vivendi Games, we made well-grounded but swift decisions to streamline our combined operations and take advantage of increased scale and purchasing power, the results of which are reflected in Thomas’ synergy update.
We retained and streamlined the two strongest Vivendi Games studios – High Moon in San Diego and Radical in Vancouver.
We shut down or sold non-strategic and underperforming intellectual property while maintaining and focusing on expanding our portfolio as we reignite two great historical
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franchises - Crash Bandicoot and Spyro. In addition, we retained Ice Age, a strong movie related property whose next movie is scheduled in 2009. And we also retained two new IP’s in development that show strong promise.
In addition, during the quarter, we completed the acquisition of Freestyle Games, a music-oriented developer in the U.K. to expand our European based capacity for Guitar Hero and to stimulate new music innovation.
So in summary, we tackled the integration with Vivendi Games quickly and thoroughly and added key new IP and studio resources to expand our portfolio in the months ahead.
*****
This excerpt taken from the ATVI DEF 14A filed Jul 29, 2008. Michael J. Griffith Michael J. Griffith is party to an employment agreement with Activision Publishing, pursuant to which he serves as President and Chief Executive Officer of Activision Publishing. The agreement became effective June 15, 2005 and Mr. Griffith's initial term thereunder will expire on June 30, 2010. Activision Publishing has the option to extend his term for an additional period of up to three years if Mr. Griffith's total compensation exceeds $40 million during the initial term, where "total compensation" consists of his cumulative base salary, cumulative annual bonuses, realized and unrealized gains from all vested options issued to him, the market value of all restricted shares of Common Stock issued to him that have vested and the amounts realized by him from the sale of any such vested shares. The agreement provides for an annual base salary of $600,000 beginning July 15, 2005 and annual base salary increases of 8%, which occur automatically on July 1 of each year for the term of the agreement, and contemplates the possibility of additional annual base salary increases in the discretion of the Board or Compensation Committee. Mr. Griffith's annual base salary was $700,000 beginning July 1, 2007. Mr. Griffith is also eligible for an annual bonus, with a target amount of 100% of his base salary, based on his achievement of mutually agreed objectives and goals and/or his contribution to the success of Activision Publishing's financial and business objectives, with the actual amount of any bonus being in the sole discretion of the Board or the Compensation Committee. For more information about performance-based bonuses, see "—Compensation Discussion and Analysis—Elements of Fiscal 2008 Compensation Program—Performance-Based Annual Bonuses" below. Mr. Griffith was reimbursed for certain relocation costs and incremental income taxes resulting therefrom, and is also entitled to mortgage assistance in the aggregate amount of $300,000, payable in increments of $8,333.33 a month for the first three years of his term. Mr. Griffith is also entitled to participate in benefit plans that are standard for Activision Publishing's senior executive officers, including life insurance plans. The Company recruits many of its top executives from larger, more stable consumer packaged goods companies. In many cases, the Company's employment arrangements must compete with the remuneration components of these larger organizations and compensate for the higher risk inherent in the more volatile entertainment software industry. In Mr. Griffith's case, the Company was also competing with other offers for his employment. Therefore, in order to attract and retain Mr. Griffith, the Company provided him with a guaranteed minimum level of compensation over the term of his employment agreement. The agreement provides that if, on May 15, 2010, Mr. Griffith's total compensation (as described above) plus any severance payments received by him has not exceeded 46 $20 million, Activision Publishing will pay Mr. Griffith the shortfall. Activision Publishing is required to make this shortfall payment whether or not Mr. Griffith is then employed by Activision Publishing, unless Mr. Griffith's employment is terminated by Activision Publishing for cause or performance failure or due to his death or disability or Mr. Griffith terminates his employment other than for good reason. As of March 31, 2008, (1) Mr. Griffith had received $4,503,408 attributable to cumulative base salary and cumulative annual bonuses, (2) none of Mr. Griffith's restricted stock had vested and he had no realized gains on vested options and (3) based on the $27.31 closing market price of Common Stock as reported on NASDAQ on March 31, 2008, Mr. Griffith's unrealized gains on vested options totaled $5,380,106. Consequently, his total compensation as of March 31, 2008, was $9,883,514. In recognition of Mr. Griffith's contributions with respect to the Combination and to provide Mr. Griffith with additional incentives to deliver superior results in connection with the integration of the Company and Vivendi Games, on December 1, 2007, the Company entered into an amendment to Mr. Griffith's employment agreement which became effective upon the consummation of the Combination. Pursuant to the amendment, upon the consummation of the Combination, Mr. Griffith received 50,000 stock options, which will vest in three equal installments on each of the first, second and third anniversaries of the consummation of the Combination, and 50,000 restricted share units, which will vest in full on June 30, 2010. In addition, the amendment reduced the vesting period of the equity awards granted to Mr. Griffith in connection with the commencement of his employment pursuant to his employment agreement. Mr. Griffith received options to purchase 1,000,000 shares of Common Stock (subsequently adjusted to 1,333,334 shares of Common Stock as a result of a split of the Common Stock) as an inducement to enter into the agreement, which were granted in three tranches. The first tranche, consisting of options to purchase 466,667 shares of Common Stock on a split-adjusted basis that originally vested ratably over five years beginning on June 15, 2006, was amended to provide that the options which were scheduled to vest on June 15, 2010 will vest on June 15, 2009 (in addition to the options already scheduled to vest on that date). The second tranche, consisting of options to purchase 466,667 shares of Common stock on a split-adjusted basis, was amended to provide that those options vest in full in June 15, 2009, subject to possible earlier vesting if Mr. Griffith were to attain certain performance objectives, rather than vesting in full on June 15, 2010, subject to such possible earlier vesting. The third tranche, consisting of options to purchase 400,000 shares of Common Stock on a split-adjusted basis, was amended to provide that those options vest in full on June 15, 2009 rather than June 15, 2010. Mr. Griffith also received 116,822 restricted shares of Common Stock (subsequently adjusted to 155,763 restricted shares as a result of a split of the Common Stock) in consideration for abandoning certain long-term compensation, pension benefits and related equity participations with his prior employer. The restricted shares were to vest in three equal annual installments on June 15, 2008, June 15, 2009 and June 15, 2010 and were amended so that the shares which were scheduled to vest on June 15, 2010 will vest on June 15, 2009 (in addition to the shares already scheduled to vest on that date). This excerpt taken from the ATVI DEF 14A filed Jul 30, 2007. Michael J. Griffith Michael J. Griffith is party to an employment agreement with Activision Publishing, pursuant to which he serves as President and Chief Executive Officer of Activision Publishing. The agreement became effective June 15, 2005, with an initial term through June 30, 2010. Activision Publishing has the option to extend his employment period for up to an additional three-year period if Mr. Griffith's total compensation exceeds $40 million during the initial term, where "total compensation" consists of his cumulative base salary, cumulative annual bonuses, realized and unrealized gains from all vested options issued to him, the market value of all restricted shares of Common Stock issued to him that have vested and the amounts realized by him from the sale of any such vested shares. The agreement provides for an annual base salary of $600,000 beginning July 15, 2005 and annual base salary increases 37 of 8%, which occur automatically on July 1 of each year for the term of the agreement, and contemplates the possibility of additional annual base salary increases in the discretion of the Board or Compensation Committee. As a result of these provisions, the annual base salary for Mr. Griffith was $648,000 beginning July 1, 2006. Mr. Griffith may also be eligible for an annual bonus, with a target amount of 100% of his base salary, based on his achievement of mutually agreed objectives and goals and/or his contribution to the success of Activision Publishing's financial and business objectives, with the actual amount of any bonus being in the sole discretion of the Board or the Compensation Committee. As an inducement to enter into the employment agreement, in connection with the commencement of his employment Mr. Griffith was granted an option to purchase an aggregate of 1,000,000 shares of Common Stock (subsequently adjusted to 1,333,334 shares of Common Stock as a result of a split of the Common Stock). In addition, in consideration for abandoning certain long-term compensation, pension benefits and related equity participations with his prior employer, in connection with the commencement of his employment Mr. Griffith was granted 116,822 restricted shares of Common Stock (subsequently adjusted to 155,763 restricted shares as a result of a split of the Common Stock). Mr. Griffith was reimbursed for certain relocation costs and incremental income taxes resulting therefrom, and is also entitled to mortgage assistance in the aggregate amount of $300,000, payable $8,333.33 each month for 36 months. Mr. Griffith is also entitled to participate in benefit plans that are standard for Activision Publishing's senior executive officers, including life insurance plans. Under Mr. Griffith's employment agreement, if, on May 15, 2010, Mr. Griffith's total compensation (as described above) plus any severance payments received by him has not exceeded $20 million, Activision Publishing will pay Mr. Griffith the shortfall. Activision Publishing is required to make this shortfall payment whether or not Mr. Griffith is then employed by Activision Publishing, unless Mr. Griffith's employment is terminated by Activision Publishing for cause or performance failure or due to his death or disability, or Mr. Griffith terminates his employment other than for good reason. As of March 31, 2007, (1) Mr. Griffith had received $2,233,858 attributable to cumulative base salary and cumulative annual bonuses, (2) Mr. Griffith had no realized gains on vested options or restricted shares that had vested, and (3) based on the $18.94 closing market price of Common Stock as reported on the Nasdaq on March 30, 2007, the last trading day in fiscal 2007, Mr. Griffith's unrealized gains on vested options and the market value of his restricted shares that had vested totaled $11,749,739, so that his total compensation as of March 31, 2007, was $13,983,597. | EXCERPTS ON THIS PAGE:
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