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This excerpt taken from the ATVI DEFA14A filed Dec 6, 2007. (e) Resignation. By the Executive, other than for Good Reason (“Resignation”).(f) Good Reason. By the Executive, for Good Reason. As used herein, the term “Good Reason” means that, without the Executive’s prior written consent, there shall have occurred: (i) a reduction in the Executive’s Base Salary; (ii) a material reduction in the Executive’s benefits as set forth in Section 4(a) or 4(e); (iii) the assignment to the Executive of any duties inconsistent with the Executive’s position, duties, responsibilities, authority or status with the Company or a change in Executive’s reporting responsibilities, titles or offices as in effect prior to such assignment or change; (iv) the Company’s material breach or failure to perform, when due, any of its obligations under this Agreement; (v) any purported termination of Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the applicable requirements with respect to Section 6 of this Agreement; (vi) Robert A. Kotick ceasing to be Chief Executive Officer of the Company; (vii) the removal of the Executive from the Board; (viii) a determination by the Executive, made in good faith, that the Executive is not able to discharge his duties effectively by reason of directives from the Board requiring the Executive to perform duties not directly related to the operations of the Company; or (ix) a failure by the Company to renew this Agreement at the conclusion of the Employment Period on such terms and conditions as are similar to the terms and conditions contained herein.In the case of any termination for Good Reason, the Executive shall provide the Company with a Notice of Termination giving the Company at least thirty (30) days written notice of his intent to terminate this Agreement and his employment. The Notice of Termination shall specify (x) the effective date of his termination and (y) the particular acts or circumstances that constitute Good Reason for such termination. The Company shall be given the opportunity within fifteen (15) days after receiving the Notice of Termination to cure any basis for Good Reason. If no cure is effected, the Executive’s resignation shall be effective as of the Date of Termination (as defined in Section 6) specified in the Notice of Termination. If a cure is effected, the Executive’s resignation shall not be effective at that time.
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This excerpt taken from the ATVI 8-K filed Dec 6, 2007. (e) Resignation. By the Executive, other than for Good Reason (“Resignation”).(f) Good Reason. By the Executive, for Good Reason. As used herein, the term “Good Reason” means that, without the Executive’s prior written consent, there shall have occurred: (i) a reduction in the Executive’s Base Salary; (ii) a material reduction in the Executive’s benefits as set forth in Section 4(a) or 4(e); (iii) the assignment to the Executive of any duties inconsistent with the Executive’s position, duties, responsibilities, authority or status with the Company or a change in Executive’s reporting responsibilities, titles or offices as in effect prior to such assignment or change; (iv) the Company’s material breach or failure to perform, when due, any of its obligations under this Agreement; (v) any purported termination of Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the applicable requirements with respect to Section 6 of this Agreement; (vi) Robert A. Kotick ceasing to be Chief Executive Officer of the Company; (vii) the removal of the Executive from the Board; (viii) a determination by the Executive, made in good faith, that the Executive is not able to discharge his duties effectively by reason of directives from the Board requiring the Executive to perform duties not directly related to the operations of the Company; or (ix) a failure by the Company to renew this Agreement at the conclusion of the Employment Period on such terms and conditions as are similar to the terms and conditions contained herein.In the case of any termination for Good Reason, the Executive shall provide the Company with a Notice of Termination giving the Company at least thirty (30) days written notice of his intent to terminate this Agreement and his employment. The Notice of Termination shall specify (x) the effective date of his termination and (y) the particular acts or circumstances that constitute Good Reason for such termination. The Company shall be given the opportunity within fifteen (15) days after receiving the Notice of Termination to cure any basis for Good Reason. If no cure is effected, the Executive’s resignation shall be effective as of the Date of Termination (as defined in Section 6) specified in the Notice of Termination. If a cure is effected, the Executive’s resignation shall not be effective at that time.
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