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This excerpt taken from the ATVI DEFA14A filed Dec 6, 2007. (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. One-third (⅓) of the RSUs shall vest on each of December 31, 2008, 2009 and 2010 (each, a “Vesting Date”) provided that the Executive is continuously employed by the Company through the applicable 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 the RSUs shall be delivered, to the extent vested in accordance with the provisions hereof, within thirty (30) days following each Vesting Date (or such earlier vesting date that occurs in accordance with Section 1(b)(ii), if any); 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.This excerpt taken from the ATVI 8-K filed Dec 6, 2007. (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. One-third (⅓) of the RSUs shall vest on each of December 31, 2008, 2009 and 2010 (each, a “Vesting Date”) provided that the Executive is continuously employed by the Company through the applicable 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 the RSUs shall be delivered, to the extent vested in accordance with the provisions hereof, within thirty (30) days following each Vesting Date (or such earlier vesting date that occurs in accordance with Section 1(b)(ii), if any); 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. | EXCERPTS ON THIS PAGE:
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