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This excerpt taken from the ATVI DEFA14A filed Dec 6, 2007. 1. Replacement Bonuses
(a) Cash Bonuses. The Executive shall be entitled to two cash bonuses (the “Cash Bonuses”) payable as follows:(i) Five million dollars ($5,000,000) (the “First Bonus”) shall be paid in a cash lump sum not later than December 31, 2007; and(ii) Five million dollars ($5,000,000) (the “Second Bonus”) shall be paid in a cash lump sum on the date the Combination Transactions are consummated (the “Consummation Date”) provided that the Executive is continuously employed by the Company Group (as defined in the New Employment Agreement) through the Consummation Date.(b) RSU Bonus.(i) Grant. On the Consummation Date, the Company shall grant the Executive 363,637 Restricted Stock Units (“RSUs”) pursuant to the Company’s 2007 Incentive Plan (the “2007 Plan”) provided that the Executive is continuously employed by the Company Group through the Consummation Date. Each RSU shall represent the right to receive one share of the Company Common Stock upon satisfaction of, and in accordance with, the provisions of this Agreement and, to the extent not inconsistent with the provisions of this Agreement, the 2007 Plan. The RSUs shall vest in full on December 31, 2010 (the “Vesting Date”) provided that the Executive is continuously employed by the Company through the Vesting Date.(ii) Termination of Employment. In the event of a termination of the Executive’s employment with the Company Group for any reason other than a termination by the Company for Cause (as defined in the New Employment Agreement), all unvested RSUs shall immediately vest in full. In the event of a termination of the Executive’s employment by the Company for Cause, the Executive shall forfeit any rights to the unvested portion of the RSUs.(iii) Settlement of RSU Bonus. The shares of Company Common Stock subject to RSUs that vest pursuant to Section 1(b)(i) hereof shall be delivered within thirty (30) days following the Vesting Date. The shares of Company Common Stock subject to RSUs that vest pursuant to Section 1(b)(ii) hereof shall be delivered within thirty (30) days following the date of termination; provided, however, that if, at the time of the Executive’s termination that constitutes a “separation from service” within the meaning of the default rules under Section 409A of the Code, the Executive is a specified employee for purposes of Section 409A of the Code (as determined under the Company’s uniform written methodology for determining specified employees), then settlement of any RSUs prior to the 6-month anniversary of the Executive’s date of termination shall be delayed and shall not occur until the first business day following the 6-month anniversary of the Executive’s date of termination.(c) Alternative Transaction. In the event that the Combination Transactions are not consummated on or prior to June 30, 2009, but the Company enters into another agreement
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pursuant to which a Change of Control (as such term is defined in the New Employment Agreement) is consummated on or prior to June 30, 2009 (an “Alternative Transaction”), the Executive shall be entitled to the Second Bonus and the RSU Bonus in accordance with Sections 1(a)(ii) and 1(b); provided, however, that, for purposes of Sections 1(a)(ii) and 1(b), references to the Consummation Date will be deemed to refer to the consummation date of the Alternative Transaction.(d) Failure to Timely Consummate a Transaction. Notwithstanding the foregoing, if the Combination Transactions or an Alternative Transaction is not consummated on or prior to June 30, 2009, the Executive shall have no entitlement to, and the Company shall not be obligated to pay to the Executive, the Second Bonus or the RSU Bonus.This excerpt taken from the ATVI 8-K filed Dec 6, 2007. 1. Replacement Bonuses
(a) Cash Bonuses. The Executive shall be entitled to two cash bonuses (the “Cash Bonuses”) payable as follows:(i) Five million dollars ($5,000,000) (the “First Bonus”) shall be paid in a cash lump sum not later than December 31, 2007; and(ii) Five million dollars ($5,000,000) (the “Second Bonus”) shall be paid in a cash lump sum on the date the Combination Transactions are consummated (the “Consummation Date”) provided that the Executive is continuously employed by the Company Group (as defined in the New Employment Agreement) through the Consummation Date.(b) RSU Bonus.(i) Grant. On the Consummation Date, the Company shall grant the Executive 363,637 Restricted Stock Units (“RSUs”) pursuant to the Company’s 2007 Incentive Plan (the “2007 Plan”) provided that the Executive is continuously employed by the Company Group through the Consummation Date. Each RSU shall represent the right to receive one share of the Company Common Stock upon satisfaction of, and in accordance with, the provisions of this Agreement and, to the extent not inconsistent with the provisions of this Agreement, the 2007 Plan. The RSUs shall vest in full on December 31, 2010 (the “Vesting Date”) provided that the Executive is continuously employed by the Company through the Vesting Date.(ii) Termination of Employment. In the event of a termination of the Executive’s employment with the Company Group for any reason other than a termination by the Company for Cause (as defined in the New Employment Agreement), all unvested RSUs shall immediately vest in full. In the event of a termination of the Executive’s employment by the Company for Cause, the Executive shall forfeit any rights to the unvested portion of the RSUs.(iii) Settlement of RSU Bonus. The shares of Company Common Stock subject to RSUs that vest pursuant to Section 1(b)(i) hereof shall be delivered within thirty (30) days following the Vesting Date. The shares of Company Common Stock subject to RSUs that vest pursuant to Section 1(b)(ii) hereof shall be delivered within thirty (30) days following the date of termination; provided, however, that if, at the time of the Executive’s termination that constitutes a “separation from service” within the meaning of the default rules under Section 409A of the Code, the Executive is a specified employee for purposes of Section 409A of the Code (as determined under the Company’s uniform written methodology for determining specified employees), then settlement of any RSUs prior to the 6-month anniversary of the Executive’s date of termination shall be delayed and shall not occur until the first business day following the 6-month anniversary of the Executive’s date of termination.(c) Alternative Transaction. In the event that the Combination Transactions are not consummated on or prior to June 30, 2009, but the Company enters into another agreement
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pursuant to which a Change of Control (as such term is defined in the New Employment Agreement) is consummated on or prior to June 30, 2009 (an “Alternative Transaction”), the Executive shall be entitled to the Second Bonus and the RSU Bonus in accordance with Sections 1(a)(ii) and 1(b); provided, however, that, for purposes of Sections 1(a)(ii) and 1(b), references to the Consummation Date will be deemed to refer to the consummation date of the Alternative Transaction.(d) Failure to Timely Consummate a Transaction. Notwithstanding the foregoing, if the Combination Transactions or an Alternative Transaction is not consummated on or prior to June 30, 2009, the Executive shall have no entitlement to, and the Company shall not be obligated to pay to the Executive, the Second Bonus or the RSU Bonus. | EXCERPTS ON THIS PAGE:
RELATED TOPICS for ATVI: |
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