|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the ATVI 10-Q filed Nov 10, 2008. Termination by the Employer Without Cause or by you for Good Reason. In the event
the Employer terminates your employment under Section 10(c) or you
terminate your employment under Section 10(d):
(i) You shall receive payment of the Basic Severance in a lump sum within thirty (30) days following the Termination Date.
(ii) During the period commencing on the Termination Date and ending on the six (6) month anniversary of the Termination Date (the “Initial Severance Period”), you shall receive payment of an amount (the “Initial Severance”) equal to the lesser of (x) the Base Salary (at the rate in effect on the Termination Date) that you would have received had you remained employed through the last date of the Term, (y) the Base Salary (at the rate in effect on the Termination Date) that you would have received had you remained employed through the Initial Severance Period and (z) the maximum amount payable pursuant to a “separation pay plan” as set forth in Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended and the rules and regulations promulgated thereunder (the “Code”). Payment of the Initial Severance shall be made in equal installments commencing on the first payroll pay date following your termination of employment in accordance with the Employer’s payroll practices then in effect on the date of your termination; provided, however, that you must sign a Release (as defined in Section 11(c)(vi) below) in order to receive the amounts set forth in this Section 10(c)(ii). If the
10
Release has not become effective and irrevocable at the time an installment payment is otherwise due (for example, as a result of the applicable revocation period not having expired), payment of such installment will be delayed until the Release becomes effective and irrevocable in its entirety. The Employer will pay any installments that were due prior to the effective date of the Release in a lump sum on the date scheduled for payment of the next installment. The Initial Severance is intended to constitute a “separation payment plan” for purposes of Section 409A of the Code.
(iii) During the period commencing on the first day following the expiration of the Initial Severance Period and ending on the last date of the Term (the “Additional Severance Period”) you shall receive payment of an amount (the “Additional Severance”) equal to the difference, if any between (x) the Base Salary (at the rate in effect on the Termination Date) that you would have received had you remained employed through the last date of the Term and (y) the Initial Severance. The Additional Severance shall be paid in equal installments through the Additional Severance Period in accordance with the Employer’s payroll practices in effect at the time of the Termination Date.
(iv) You shall receive payment of the Bonus Severance in a lump sum on the later of (x) the 15th day of the third month of the year following the fiscal year in which the Termination Date occurs and (y) the first day following the end of the Initial Severance Period.
(v) All outstanding and unvested RSUs, along with any other outstanding and unvested Equity Awards, shall immediately vest, and, if applicable, become exercisable in full, as of the Termination Date. The vested RSUs shall be paid in accordance with their terms.
(vi) Payment of the Initial Severance, the Bonus Severance, the Additional Severance and continued vesting of the RSUs pursuant to this Section 11(c) are conditioned upon your execution of a waiver and release agreement in a form prepared by the Employer (the “Release”) and the Release becoming effective and irrevocable in its entirety. If the Release does not become effective and irrevocable on or prior to the last date of the Initial Severance Period, you shall not be entitled to any payments or benefits pursuant to this Section 11(c) other than the Basic Severance.
(d) |
| |||||||
