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These excerpts taken from the ATVI 10-Q filed Nov 7, 2007. 10. Termination of Employment
(a) Resignation by Employee. You promise not to resign your employment prior to the Expiration Date unless you have Good Reason (as defined in Section 10(d)) to do so. If you do resign the Employer may accept your resignation effective on the date set forth in your notice or any earlier date. You acknowledge that your resignation without Good Reason would damage the Employer in a variety of ways, such as by causing it to incur the costs of replacing you (e.g., headhunter fees and training expenses) and by causing it to lose revenues or profits (e.g., its resignation-related inability to secure or retain customers, implement business strategies, or pursue business opportunities); absent proof of greater damages, you agree that the minimum damages the Employer would suffer from such a resignation shall be presumed to equal 100% of the Base Salary you would have received during the otherwise remaining period prior to the Expiration Date following your breach.
(b) By the Employer for Cause. At any time during the Term, the Employer may terminate your employment for “Cause”, which shall include, but not be limited to, a good-faith determination by the Employer that you:
(i) engaged in willful, reckless or gross misconduct;
(ii) materially breached this Agreement or any other agreement between the Employer or the Activision Group and you;
(iii) committed, were convicted of, or pled no contest to a felony or crime involving dishonesty or moral turpitude;
(iv) breached your Duty of Loyalty;
(v) violated any material Activision Group policy; or
(vi) materially failed to follow any lawful directive of the Employer.
In the case of any termination for Cause pursuant to clauses (ii), (iv) or (v), the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment. The notice shall specify (x) the effective date of your termination and (y) the particular acts or circumstances that constitute Cause for such termination. You shall be given the opportunity within fifteen (15) days after receiving the notice to explain why Cause does not exist or to cure any basis for Cause. Within fifteen (15) days after any such explanation or cure, the Employer will make its final determination regarding whether Cause exists and deliver such determination to you in writing. If the final decision is that Cause exists and no cure has occurred, your employment with the Employer shall be terminated for Cause as of the date of termination specified in the original notice. If the final decision is that Cause does not exist or a cure has occurred, your employment with the Employer shall not be terminated for Cause at that time. If your employment terminates for any reason other than a termination by the Employer for Cause, at a time when the Employer had Cause to terminate you (or would have had Cause if
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it then knew all relevant facts), your termination shall be treated as a termination by the Employer for Cause.
(c) By the Employer Without Cause. The Employer may terminate your employment without Cause at any time during the Term and such termination shall not be deemed a breach by the Employer of any term of this Agreement or any other duty or obligation, expressed or implied, which the Employer may owe to you pursuant to any principle or provision of law.
(d) By You for Good Reason. At any time during the Term, you may terminate your employment for “Good Reason”, which, for the purposes of this Agreement, shall mean that without your written agreement or other voluntary action on your part, the Employer:
(i) reassigns your primary place of employment to a location that is more than fifty (50) miles from your primary place of employment as of the Effective Date and that materially and adversely affects your commute; or
(ii) materially reduces your duties below those set forth in Section 4;
provided, however, that you must (x) provide the Employer with written notice of your intent to terminate this Agreement and your employment and a description of the event you believe constitutes Good Reason within thirty (30) days after the initial existence of the event and (y) the Employer shall have ninety (90) days after you provide the notice described above to cure the default that constitutes Good Reason (the “Cure Period”). You will have five (5) days following the end of the Cure Period to terminate your employment, after which Good Reason will no longer exist.
(e) Death. In the event of your death during the Term, your employment shall terminate immediately as of the date of your death.
10. Termination of Employment
(a) Resignation by Employee. You promise not to resign your employment prior to the Expiration Date unless you have Good Reason (as defined in Section 10(d)) to do so. If you do resign the Employer may accept your resignation effective on the date set forth in your notice or any earlier date. You acknowledge that your resignation without Good Reason would damage the Employer in a variety of ways, such as by causing it to incur the costs of replacing you (e.g., headhunter fees and training expenses) and by causing it to lose revenues or profits (e.g., its resignation-related inability to secure or retain customers, implement business strategies, or pursue business opportunities); absent proof of greater damages, you agree that the minimum damages the Employer would suffer from such a resignation shall be presumed to equal 100% of the Base Salary you would have received during the otherwise remaining period prior to the Expiration Date following your breach.
(b) By the Employer for Cause. At any time during the Term, the Employer may terminate your employment for “Cause”, which shall include, but not be limited to, a good-faith determination by the Employer that you:
(i) engaged in willful, reckless or gross misconduct;
(ii) materially breached this Agreement or any other agreement between the Employer or the Activision Group and you;
(iii) committed, were convicted of, or pled no contest to a felony or crime involving dishonesty or moral turpitude;
(iv) breached your Duty of Loyalty;
(v) violated any material Activision Group policy; or
(vi) materially failed to follow any lawful directive of the Employer.
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In the case of any termination for Cause pursuant to clauses (ii), (v), or (vi) the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment. The notice shall specify (x) the effective date of your termination and (y) the particular acts or circumstances that constitute Cause for such termination. You shall be given the opportunity within fifteen (15) days after receiving the notice to explain why Cause does not exist or to cure any basis for Cause. Within fifteen (15) days after any such explanation or cure, the Employer will make its final determination regarding whether Cause exists and deliver such determination to you in writing. If the final decision is that Cause exists and no cure has occurred, your employment with the Employer shall be terminated for Cause as of the date of termination specified in the original notice. If the final decision is that Cause does not exist or a cure has occurred, your employment with the Employer shall not be terminated for Cause at that time. If your employment terminates for any reason other than a termination by the Employer for Cause, at a time when the Employer had Cause to terminate you (or would have had Cause if it then knew all relevant facts), your termination shall be treated as a termination by the Employer for Cause.
(c) By the Employer Without Cause. The Employer may terminate your employment without Cause at any time during the Term and such termination shall not be deemed a breach by the Employer of any term of this Agreement or any other duty or obligation, expressed or implied, which the Employer may owe to you pursuant to any principle or provision of law.
(d) By You for Good Reason. At any time during the Term, you may terminate your employment for “Good Reason”, which, for the purposes of this Agreement, shall mean that without your written agreement or other voluntary action on your part, the Employer:
(i) reassigns your primary place of employment to a location that is more than fifty (50) miles from your primary place of employment as of the Effective Date and that materially and adversely affects your commute; or
(ii) materially reduces your duties below those set forth in Section 4;
provided, however, that you must (x) provide the Employer with written notice of your intent to terminate this Agreement and your employment and a description of the event you believe constitutes Good Reason within thirty (30) days after the initial existence of the event and (y) the Employer shall have ninety (90) days after you provide the notice described above to cure the default that constitutes Good Reason (the “Cure Period”). You will have five (5) days following the end of the Cure Period to terminate your employment, after which Good Reason will no longer exist.
(e) Death. In the event of your death during the Term, your employment shall terminate immediately as of the date of your death.
This excerpt taken from the ATVI 10-Q filed Nov 3, 2005. Termination of Employment. Please refer to
Employment Agreement Paragraph 9 for treatment of stock options in the case of
termination.
6.These excerpts taken from the ATVI 10-Q filed Aug 4, 2005. Termination
of Employment. In the event of the termination of employment or separation
from service of the Holder for any reason (other than death or disability as
provided below), this Option, to the extent not previously exercised or
expired, shall be deemed cancelled and terminated on the day of such
termination or separation, unless the Company decides, in its sole discretion,
to extend the term of this Option, subject to the terms of the Plan, except
that if your employment is terminated by the Company other than for Cause (as
defined in the Employment Agreement), the term of this Option shall be extended
and shall be exercisable for a period of thirty (30) days following the date of
termination.
6. Termination of Employment.
The Committee will determine and set forth in each Share Option
Agreement whether the Options granted in such Share Option Agreement will
continue to be exercisable, and the terms of such exercise, on and after the
date that an Optionee ceases to be employed by or to provide services to the
Company or an affiliate, whether by reason of death, disability, voluntary or
involuntary termination of employment or services, or otherwise. The date of termination of an Optionee’s
employment or services will be determined by the Committee, which determination
will be final.
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This excerpt taken from the ATVI DEF 14A filed Jul 29, 2005. Termination of Employment Termination of a participant's employment for any reason, including retirement or death or the failure of the participant to remain an eligible employee, terminates his or her participation in an Employee Purchase Plan immediately. These excerpts taken from the ATVI 10-K filed Jun 9, 2005. Termination of Employment. Upon termination of the Holder’s employment for any reason (except death
or disability which are described in paragraphs 5 and 6 below), the following
terms shall apply to this Option:
(a) In the event of termination of the Holder’s employment for Cause, or by the Holder’s breach of the [employment agreement] and/or [the Employee Proprietary Information Agreement] between the Company and the Holder then in effect, this Option, whether or not vested, shall expire immediately and shall be deemed cancelled and no longer continue to vest or be exercisable as of the date of such termination. The term “Cause” shall be defined as the Holder’s (i) willful, reckless or gross misconduct or fraud, (ii) gross negligent performance of job responsibilities, and (iii) conviction of or pleading no contest to a felony or crime involving dishonesty or moral turpitude;(b) In the event of termination of the Holder’s employment by the Company without Cause, this Option shall cease to vest immediately as of the date of such termination, the unvested portion of this Option shall be cancelled and only the vested portion of this Option shall continue to be exercisable until the earlier of (i) the end of the 30th day after the date of such termination of employment, or (ii) the expiration of this Option pursuant to the terms set forth herein; and upon the expiration of such period, such portion of this Option then remaining unexercised shall be cancelled; and
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(c) In the event of termination of the Holder’s employment for any reason not otherwise described in paragraphs 4(a) and (b) (except for death or disability), this Option shall cease to vest immediately as of the date of such termination, the unvested portion of this Option shall be cancelled and only the vested portion of this Option shall continue to be exercisable until the earlier of (i) the end of the 30th day after the date of such termination of employment, or (ii) the expiration of this Option pursuant to the terms set forth herein; and upon the expiration of such period, such portion of this Option then remaining unexercised shall be cancelled.5.Termination of Employment. In the event of the termination of employment or separation
from service of the Holder for any reason (other than death or disability as
provided below), this Option, to the extent not previously exercised or
expired, shall be deemed cancelled and terminated on the day of such
termination or separation, unless (i) the Holder’s written employment
agreement with the Company, if any, provides otherwise, in which case the terms
contained in such employment agreement shall control or (ii) the Company
decides, in its sole discretion, to extend the term of this Option, subject to
the terms of the Plan.
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