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This excerpt taken from the ATVI DEF 14A filed Apr 22, 2009. Transferability The 2008 Plan expressly provides that, with our consent, which may be granted or withheld in our sole and absolute discretion, a participant may transfer an award for estate planning purposes or pursuant to a domestic relations order, provided the transferee executes an agreement, in form satisfactory to us, to be bound by the terms and conditions of the 2008 Plan and the award being transferred. Unless otherwise permitted by the Compensation Committee, except as described in the immediately preceding sentence (1) no award or other derivative security granted under the 2008 Plan is transferable by a participant except, upon death, by will or the laws of descent and distribution and (2) stock options and SARs are exercisable during the optionee's lifetime only by him or her or by his or her guardian or legal representative. This excerpt taken from the ATVI DEF 14A filed Jul 29, 2008. Transferability The 2008 Plan expressly provides that, with the Company's consent, which may be granted or withheld in its sole and absolute discretion, a participant may transfer an award for estate planning purposes or pursuant to a domestic relations order, provided the transferee executes an agreement, in form satisfactory the Company, to be bound by the terms and conditions of the 2008 Plan and the award being transferred. Unless otherwise permitted by the Compensation Committee, except as described in the immediately preceding sentence (1) no award or other derivative security granted under the 2008 Plan is transferable by a participant except, upon death, by will or the laws of descent and distribution and (2) stock options and SARs are exercisable during the optionee's lifetime only by him or her or by his or her guardian or legal representative. 13 This excerpt taken from the ATVI DEF 14A filed Jul 30, 2007. Transferability The 2007 Plan expressly provides that, with the Company's consent, which may be granted or withheld in its sole and absolute discretion, a participant may transfer an award for estate planning purposes or pursuant to a domestic relations order, provided the transferee executes an agreement, in form satisfactory the Company, to be bound by the terms and conditions of the 2007 Plan and the award being transferred. Unless otherwise permitted by the Compensation Committee, except as described in the immediately preceding sentence (1) no award or other derivative security granted under the 2007 Plan is transferable by a participant except, upon death, by will or the laws of descent and distribution and (2) stock options and SARs are exercisable during the optionee's lifetime only by him or her or by his or her guardian or legal representative. This excerpt taken from the ATVI 10-Q filed Aug 4, 2005. Transferability. Except
as provided below, and except as otherwise authorized by the Committee in a
Share Option Agreement with respect to an Optionee, no Option shall be
assignable or transferable by the Optionee, other than by will or the laws of
descent and distribution, and such Option may be exercised during the life of
the Optionee only by the Optionee or his guardian or legal representative. NQOs and any Related SARs granted in tandem
therewith are transferable (together and not separately) with the consent of
the Committee by the Optionee or holder of such Related SAR (Holder), as the
case may be, to any one or more of the following persons (each, a Permitted
Assignee): (i) the spouse, parent, issue, spouse of issue, or issue of
spouse (issue shall include all descendants whether natural or adopted) of
such Optionee or Holder, as the case may be; (ii) a trust for the benefit
of one or more of those persons described in clause (i) above or for the
benefit of such Optionee or Holder, as the case may be; (iii) an entity in
which the Optionee or Holder or any Permitted Assignee thereof is a beneficial
owner; or (iv) in the case of a transfer by an Optionee who is a
non-employee director, another non-employee director of the Company; provided
that such Permitted Assignee shall be bound by and subject to all of the terms
and conditions of this Plan and the Share Option Agreement relating to the
transferred Option and shall execute an agreement satisfactory to the Company
evidencing such obligations; and provided further that such Optionee or Holder
shall remain bound by the terms and conditions of this Plan. In the case of a transfer by a non-employee
director to another non-employee director, the vesting and exercisability shall
after such transfer be determined by reference to the service of the assignee,
rather than the assignor. The Company
shall cooperate with any Permitted Assignee and the Companys transfer agent in
effectuating any transfer permitted under this Section 7.3.
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