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ATVI » Topics » Vested Shares

These excerpts taken from the ATVI 10-K filed Feb 27, 2009.
“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares subject to the Award (including any Additional Shares) as to which the Restrictions have lapsed in accordance with Section 3 or 4 hereof.

 

“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common
Shares subject to the Award (including any Additional Shares) as to which the
Restrictions have lapsed in accordance with Section 3 or 4 hereof.



 



“Withholding Taxes” means any
taxes, including, but not limited to, social security and Medicare taxes and
federal, state and local income taxes, required to be withheld under any
applicable law.



 



(b)           Any
capitalized term used but not otherwise defined herein shall have the meaning
ascribed to such term in the Plan.



 



2.                                       Restrictions.  None of the Common Shares subject to the
Award (including any Additional Shares), or any right or privilege pertaining thereto,
may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of or encumbered in any way not expressly permitted by these Award Terms, or
subjected to execution, attachment or similar process, unless and until such
restrictions thereon lapse pursuant to Section 3 or 4 hereof.  Any attempt to sell, assign, transfer,
pledge, hypothecate or otherwise dispose of or encumber any such Common Shares,
or any right or privilege pertaining thereto, in any way not expressly
permitted by these Award Terms before such restrictions thereon lapse pursuant
to Section 3 or 4 hereof shall be null and void and of no force and
effect.



 



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3.                                       Lapse
of Restrictions.  Except as otherwise
set forth in these Award Terms, the Restrictions shall lapse in accordance with
the “Schedule for Lapse of Restrictions” set forth on the Grant Notice.



 



4.                                       Termination
of Employment.



 



(a)           Cause.  In the event that Grantee’s employment is
terminated by the Company or any of its subsidiaries or affiliates for Cause,
as of the date of such termination of employment the Restrictions shall cease
to lapse and all Restricted Shares shall immediately be forfeited to the
Company without payment of consideration by the Company.



 



(b)           Other.  Unless the Committee determines otherwise, in the event that
Grantee’s employment is terminated for any reason other than for Cause, as of
the date of such termination of employment the Restrictions shall cease to
lapse and all Restricted Shares shall immediately be forfeited to the Company
without payment of consideration by the Company.



 



5.                                       Tax
Withholding.  The Company shall have
the right to require Grantee to satisfy any Withholding Taxes resulting from
the lapse of the Restrictions, from any Section 83(b) Election or
otherwise in connection with the Award at the time such Withholding Taxes
become due.  The Company shall determine
the method or methods Grantee may use to satisfy any Withholding Taxes
contemplated by this Section 5, which may include any of the
following:  (a) by delivery to the
Company of a bank check or certified check or wire transfer of immediately
available funds; (b) through the delivery of irrevocable written
instructions, in a form acceptable to the Company, that the Company withhold
Vested Shares otherwise then deliverable having a value equal to the aggregate
amount of the Withholding Taxes (valued in the same manner used in computing
the amount of such Withholding Taxes); or (c) by any combination of (a) and
(b) above.  Notwithstanding anything
to the contrary contained herein, (i) the Company or any of its
subsidiaries or affiliates shall have the right to withhold from Grantee’s
compensation any Withholding Taxes contemplated by this Section 5 and (ii) the
Company shall have no obligation to deliver any Vested Shares unless and until
all Withholding Taxes contemplated by this Section 5 have been satisfied.



 



6.                                       Voting
Rights.  The holder of the Restricted
Shares shall be entitled to the voting privileges associated therewith.



 



7.                                       Dividends.  Any cash dividends declared and paid on the
Restricted Shares shall be paid to the holder thereof concurrently with the
payment of such dividends to all other record holders of Common Shares.



 



8.                                       Receipt
and Delivery; Removal of Restrictions. 
Restricted Shares shall be evidenced by a Restricted Book Entry in the
name of the holder of the Restricted Shares. 
Restricted Shares shall become Vested Shares at such time as the
Restrictions thereon lapse in accordance with the Grant Notice and these Award
Terms.  As soon as practicable after the
Restrictions on any Restricted Shares lapse, the Company shall cause the legend
regarding the Restrictions set forth in Section 16(a) hereof to be
removed from the resulting Vested Shares and cause the resulting Vested Shares
to be delivered to a Company-Sponsored Equity Account in the name of the person
entitled to such Vested Shares (or, with the Company’s consent, such



 



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other brokerage account as may be requested by such
person); provided, however, that, in the event such Vested Shares
are subject to a legend regarding securities law restrictions as set forth in Section 15(b) hereof,
the Company shall instead cause a certificate evidencing such Vested Shares and
bearing such legend to be delivered to the person entitled thereto.



 



9.                                       Committee
Discretion.  Except as may otherwise
be provided in the Plan, the Committee shall have sole discretion to (a) interpret
any provision of the Plan, the Grant Notice and these Award Terms, (b) make
any determinations necessary or advisable for the administration of the Plan
and the Award, and (c) waive any conditions or rights of the Company under
the Award, the Grant Notice or these Award Terms.  Without intending to limit the generality or
effect of the foregoing, any decision or determination to be made by the
Committee pursuant to these Award Terms, including whether to grant or withhold
any consent, shall be made by the Committee in its sole and absolute discretion,
subject only to the terms of the Plan. 
Subject to the terms of the Plan, the Committee may amend the terms of
the Award prospectively or retroactively; however, no such amendment may
materially and adversely affect the rights of Grantee taken as a whole without
Grantee’s consent.  Without intending to
limit the generality or effect of the foregoing, the Committee may amend the
terms of the Award (i) in recognition of unusual or nonrecurring events
(including, without limitation, events described in Section 10 hereof)
affecting the Company or any of its subsidiaries or affiliates or the financial
statements of the Company or any of its subsidiaries or affiliates, (ii) in
response to changes in applicable laws, regulations or accounting principles
and interpretations thereof, or (iii) to prevent the Award from becoming
subject to Section 409A.



 



10.                                 Adjustments.  Notwithstanding anything to the contrary
contained herein, pursuant to Section 13 of the Plan, the Committee will
make or provide for such adjustments to the Award as are equitably required to
prevent dilution or enlargement of the rights of Grantee that would otherwise
result from (a) any stock dividend, extraordinary dividend, stock split,
combination of shares, recapitalization or other change in the capital
structure of the Company, (b) any change of control, merger,
consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial
or complete liquidation or other distribution of assets, or issuance of rights
or warrants to purchase securities, or (c) any other corporate transaction
or event having an effect similar to any of the foregoing.  Moreover, in the event of any such
transaction or event, the Committee, in its discretion, may provide in
substitution for the Award such alternative consideration (including, without
limitation, cash or other equity awards), if any, as it may determine to be
equitable in the circumstances and may require in connection therewith the
surrender of the Award.



 



11.                                 Compliance
with Applicable Laws and Regulations and Company Policies and Procedures.



 



(a)           Grantee
is responsible for complying with (a) any federal, state and local
taxation laws applicable to Grantee in connection with the Award, (b) any
federal and state securities laws applicable to Grantee in connection with the
Award, (c) the requirements of any securities exchange, securities
association, market system or quotation system on which securities of the
Company of the same class as the Shares are then traded or quoted, (d) any
restrictions on transfer imposed by the Company’s certificate of incorporation
or bylaws, and (e) 



 



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These excerpts taken from the ATVI 10-Q filed Nov 10, 2008.
“Vested Shares” means the shares of Common Stock subject to this Agreement which have become vested pursuant to Section 4 or 5 hereof and are, therefore, no longer subject to the Restrictions.

 

2.             Grant of Restricted Stock.  Pursuant to action of the Board and in accordance with the Employment Agreement, the Company hereby awards to Grantee the number of shares of Common Stock as set forth on the Grant Notice.

 

3.             Restrictions.  From the Date of Grant until the date Grantee obtains a vested right to shares of Common Stock subject to this Award pursuant to Section 4, 5 or 10 hereof, neither the shares of Common Stock subject to this Award (including any additional shares resulting from the reinvestment of dividends declared on the original shares awarded or an adjustment of the original shares pursuant to Section 10 hereof) nor any right or privilege pertaining thereto may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed or encumbered in any way, otherwise than by transfer to a trust in accordance with Section 15 hereof, and shall not be subject to execution, attachment or similar process (collectively, the “Restrictions”). Any attempt to sell, transfer, assign, pledge, hypothecate or otherwise dispose of or encumber the Restricted Shares or any right or privilege pertaining thereto, otherwise than by transfer to a trust pursuant to Section 16 hereof, shall be null and void and of no force and effect.  Upon the lapse of the Restrictions with respect to any shares of Common Stock subject to this Award, Grantee shall obtain a vested right to such shares of Common Stock.

 

4.             Vesting.  Except as otherwise provided in Section 5 or 10, provided that Grantee remains in continuous employment with the Company or any of its subsidiaries or affiliates on the applicable date, the Restrictions with respect to the original number of Restricted Shares set forth on the Grant Notice shall lapse in two installments, with one-third of the shares to vest on the third Anniversary Date and two-thirds of the shares to vest on the fourth Anniversary Date, as adjusted to account for additional shares of Common Stock resulting from dividend reinvestment pursuant to Section 6 hereof or any adjustment pursuant to Section 9 hereof.  Fractional shares shall be rounded up to the nearest whole share of Common Stock (for which purpose one-half share shall be rounded up to the nearest whole share of Common Stock).  Upon termination of Grantee’s employment with the Company and its subsidiaries and affiliates for any reason other than death or Disability, whether by action of Grantee or the Company, any remaining Restricted Shares which have not become vested in accordance with this Section 4 shall immediately be forfeited to the Company without payment of consideration by the Company.

 

5.             Tax Withholding.  Upon the lapse of the Restrictions (or any such earlier time, if any, that an election is made under Section 83(b) of the Code, or any successor provision thereto, to include the value of such shares in taxable income), the Company shall be entitled to withhold from Grantee’s compensation any required taxes, including, but not limited to, Grantee’s social security and Medicare taxes and federal, state and local income tax with respect to the income arising from the lapse of the Restrictions.  The Company shall have the right to require the payment of any such taxes before delivering the stock certificate with respect to the Vested Shares and the related stock power held by the Company in accordance with Section 6 hereof.  Alternatively, in lieu of such withholding, Grantee shall be entitled to cover all or any part of the taxes arising from the lapse of the Restrictions through a reduction of the number of Vested Shares delivered to Grantee or a delivery, or tender, to the Company of shares of Common Stock already held by Grantee, in each case valued in the same manner as used in computing withholding taxes under the applicable laws.  Additionally, to the extent it is determined by a regulatory agency or a court of competent jurisdiction that shares of Common Stock which would otherwise be considered Restricted Shares pursuant to the terms of the Award nevertheless result in current federal or state taxation, (i) all Restrictions as to such shares shall immediately lapse, (ii) such shares shall immediately become Vested Shares and (iii) Grantee shall be entitled to cover all or any part of the taxes through a reduction of such Restricted Shares resulting in the taxable event.

 

6.             Custody, Voting and Dividends.  Restricted Shares shall be held in certificated form by the Company or its agent for Grantee’s account, with appropriate notation of the Restrictions made in the Company’s records and on the certificate for the Restricted Shares, Additionally, the grant of Restricted Shares is conditioned upon Grantee’s endorsement in blank of the irrevocable stock power attached to the

 


 

Grant Notice as Exhibit B. The irrevocable stock power must be endorsed and returned to the General Counsel within sixty (60) days from the Date of Grant.  Failure to do so within the prescribed time period will result in an immediate forfeiture of the Restricted Shares.  At the option of the Grantee, any dividends declared on Restricted Shares shall be reinvested in additional shares of Common Stock (in accordance with such methods or procedures as shall be established from time to time by the Committee), which shall vest concurrently with the Restricted Shares, or shall be paid to the Grantee concurrently with the payment of such dividends to all other record holders of Common Stock.  To the extent the Restricted Shares have not been forfeited, Grantee shall be entitled to voting privileges associated with the Restricted Shares.

 

7.             Lapse of Restrictions.  If, and when, the Restrictions lapse, the Company shall distribute certificates for such Vested Shares to the Grantee, which will not bear any restrictive legend other than such legends as may be required pursuant to applicable securities or blue sky laws.  Additionally, the Company will deliver to Grantee no later than thirty (30) days following the lapse of such Restrictions the related irrevocable stock power held by the Company pursuant to Section 6 hereof.

 

8.             Committee Discretion.  The Committee shall have plenary authority to (a) interpret any provision of these Award Terms, (b) make any determinations necessary or advisable for the administration of the Award, and (c) waive any conditions or rights under the Award, or amend, alter, accelerate, suspend, discontinue or terminate the Award; provided, however, that, except as provided in Section 9 hereof, without the consent of Grantee, no such amendment, alteration, suspension, discontinuation or termination of this Award may impair the rights of Grantee with the Award or modify the Award in any way materially inconsistent with the terms of Employment Agreement.

 

9.             Adjustments.  Notwithstanding anything to the contrary herein, in the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Restricted Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the rights of Grantee under this Award, then the Committee shall, in such manner as it may deem equitable, make any adjustments to the Award it deems appropriate. In addition, the Committee is authorized to make such adjustments as it deems appropriate in the terms and conditions of, and the criteria included in, the Award in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any subsidiary or affiliate or the financial statements of the Company or any subsidiary or affiliate, or in response to changes in applicable laws, regulations or accounting principles.

 

10.           Postponement; Registration.  The Company may postpone the issuance and delivery of Restricted Shares until (a) the admission of such Restricted Shares to listing on any stock exchange or exchanges on which Common Stock of the Company are then listed and (b) the completion of such registration or other qualification of such Restricted Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable.  The Grantee shall make such representations and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company, in light of the then existence or non-existence with respect to such Restricted Shares of an effective Registration Statement under the Securities Act of 1933, as amended, to issue the Restricted Shares in compliance with the provisions of that or any comparable act. The Company shall have the right to register the Restricted Shares on a Form S-8 or S-3 to facilitate their resale by the Grantee.

 

11.           Beneficiary Designations.  Grantee shall file with the Executive Vice President of Human Resources on the form attached to the Grant Notice as Exhibit C, or such other form as may be prescribed by the Company, a designation of a primary beneficiary(ies) and a contingent beneficiary(ies) to whom shares of Common Stock otherwise due to Grantee pursuant to the terms hereof shall be distributed in the event of the death of Grantee prior to distribution.  Grantee shall have the right to change the beneficiary from time to time; provided, however, that any change shall not become effective until received in writing by the secretary of the Company or its designee.  If any designated beneficiary survives Grantee but dies before receiving all of Grantee’s benefits hereunder to which he or she is entitled, any remaining benefits due Grantee to which the deceased beneficiary is entitled shall be distributed to the deceased

 


 

beneficiary’s estate.  If there is no effective beneficiary designation on file at the time of Grantee’s death, or if the designated primary beneficiary(ies) and contingent beneficiary(ies) predecease Grantee, the payment of benefits shall be made to Grantee’s estate.

 

12.           Legend.  The Company may cause the following or a similar legend to be set forth on each certificate representing Restricted Shares or any other security issued unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.

 

13.           No Right to Continued Employment. Nothing in these Award Terms shall be deemed to create any limitation or restriction on such rights as the Company otherwise would have to terminate the employment of Grantee at any time for any reason.

 

14.           Governing Law.  To the extent federal law does not otherwise control, the validity, interpretation, performance and enforcement of this Award shall be governed by the laws of the State of California, without giving effect to principles of conflicts of laws thereof.

 

15.           Successors and Assigns.  The provisions of this Award shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Grantee and, to the extent applicable, Grantee’s legal representative.  Grantee may transfer Restricted Shares to the trustee of a trust only to the extent approved in advance by the Committee (or its designee), in its sole discretion, and the Restricted Shares are held by such trustee subject to all the terms and conditions set forth in this Award. Furthermore, as a condition to transfer, the Committee (or its designee) shall have the authority to require the trustee to execute any documentation deemed appropriate by the Committee (or its designee) to ensure the Restricted Shares will continue to be subject to the terms and conditions set forth in this Award.

 


 

“Vested Shares” means Common Shares to which the holder of Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares subject to the Award (including any Additional Shares) as to which the Restrictions have lapsed in accordance with Sections 3, 4 or 5 hereof.

 

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“Vested Shares” means Common Shares to which the holder of Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares subject to the Award (including any Additional Shares) as to which the Restrictions have lapsed in accordance with Section 3 or 4 hereof.

 

“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

These excerpts taken from the ATVI 10-Q filed Feb 11, 2008.
“Vested Shares” means Common Shares to which the holder of Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares to which the holder of Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means Common Shares subject to the Award (including any Additional Shares) as to which the Restrictions have lapsed in accordance with Section 3 or 4 hereof.

 

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These excerpts taken from the ATVI 10-Q filed Nov 7, 2007.
“Vested Shares” means shares of Common Stock or other securities to which the holder of Restricted Stock Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

“Vested Shares” means shares of Common Stock or other securities subject to the Award (including any Additional Shares) as to which the Restrictions have lapsed in accordance with Section 3 or 4 hereof.

“Vested Shares” means shares of Common Stock or other securities to which the holder of Restricted Stock Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Vested Shares” means shares of Common Stock or other securities subject to the Award (including any Additional Shares) as to which the Restrictions have lapsed in accordance with Section 3 or 4 hereof.

These excerpts taken from the ATVI 10-K filed Jun 14, 2007.
“Vested Shares” means shares of Common Stock or other securities subject to the Award (including any Additional Shares) as to which the Restrictions have lapsed in accordance with Section 3 or 4 hereof.

“Vested Shares” means shares of Common Stock or other securities subject to the Award (including any Additional Shares) as to which the Restrictions have lapsed in accordance with Section 3 or 4 hereof.

“Vested Shares” means shares of Common Stock or other securities to which the holder of Restricted Stock Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

“Vested Shares” means shares of Common Stock or other securities subject to the Award (including any Additional Shares) as to which the Restrictions have lapsed in accordance with Section 3 or 4 hereof.

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This excerpt taken from the ATVI 10-Q filed Nov 3, 2005.
“Vested Shares” means the shares of Common Stock subject to this Agreement which have become vested pursuant to Section 4 or 5 hereof and are, therefore, no longer subject to the Restrictions.

 

2.                                       Grant of Restricted Stock.  Pursuant to action of the Board and in accordance with the Employment Agreement, the Company hereby awards to Grantee the number of shares of Common Stock as set forth on the Grant Notice.

 

3.                                       Restrictions.  From the Date of Grant until the date Grantee obtains a vested right to shares of Common Stock subject to this Award pursuant to Section 4, 5 or 10 hereof, neither the shares of Common Stock subject to this Award (including any additional shares resulting from the reinvestment of dividends declared on the original shares awarded or an adjustment of the original shares pursuant to Section 10 hereof) nor any right or privilege pertaining thereto may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed or encumbered in any way, otherwise than by transfer to a trust in accordance with Section 15 hereof, and shall not be subject to execution, attachment or similar process (collectively, the “Restrictions”).  Any attempt to sell, transfer, assign, pledge, hypothecate or otherwise dispose of or encumber the Restricted Shares or any right or privilege pertaining thereto, otherwise than by transfer to a trust pursuant to Section 16 hereof, shall be null and void and of no force and effect.  Upon the lapse of the Restrictions with respect to any shares of Common Stock subject to this Award, Grantee shall obtain a vested right to such shares of Common Stock.

 

This excerpt taken from the ATVI 10-Q filed Aug 4, 2005.
“Vested Shares” means the shares of Common Stock subject to this Agreement which have become vested pursuant to Section 4 or 5 hereof and are, therefore, no longer subject to the Restrictions.

 

2.             Grant of Restricted Stock. Pursuant to action of the Board and in accordance with the Employment Agreement, the Company hereby awards to Grantee the number of shares of Common Stock as set forth on the Grant Notice.

 

3.             Restrictions. From the Date of Grant until the date Grantee obtains a vested right to shares of Common Stock subject to this Award pursuant to Section 4, 5 or 10 hereof, neither the shares of Common Stock subject to this Award (including any additional shares resulting from the reinvestment of dividends declared on the original shares awarded or an adjustment of the original shares pursuant to Section 10 hereof) nor any right or privilege pertaining thereto may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed or encumbered in any way, otherwise than by transfer to a trust in accordance with Section 15 hereof, and shall not be subject to execution, attachment or similar process (collectively, the “Restrictions”). Any attempt to sell, transfer, assign, pledge, hypothecate or otherwise dispose of or encumber the Restricted Shares or any right or privilege pertaining thereto, otherwise than by transfer to a trust pursuant to Section 16 hereof, shall be null and void and of no force and effect. Upon the lapse of the Restrictions with respect to any shares of Common Stock subject to this Award, Grantee shall obtain a vested right to such shares of Common Stock.

 

4.             Vesting. Except as otherwise provided in Section 5 or 10, on each Anniversary Date beginning with the third Anniversary Date through and including the fifth Anniversary Date that Grantee remains in continuous employment with the Company or any of its subsidiaries or affiliates, the Restrictions shall lapse with respect to one-third of the original number of Restricted Shares set forth on the Grant Notice, as adjusted to account for additional shares of Common Stock resulting from dividend reinvestment pursuant to Section 6 hereof or any adjustment pursuant to Section 9 hereof. Fractional shares shall be rounded up to the nearest whole share of Common Stock (for which purpose one-half share shall be rounded up to the nearest whole share of Common Stock). Upon termination of Grantee’s employment with the Company and its subsidiaries and affiliates for any reason other than death or Disability, whether by action of Grantee or the Company, any remaining Restricted Shares which have not become vested in accordance with this Section 4 shall immediately be forfeited to the Company without payment of consideration by the Company.

 

5.             Tax Withholding. Upon the lapse of the Restrictions (or any such earlier time, if any, that an election is made under Section 83(b) of the Code, or any successor provision thereto, to include the value of such shares in taxable income), the Company shall be entitled to withhold from Grantee’s compensation any required taxes, including, but not limited to, Grantee’s social security and Medicare taxes and federal, state and local income tax with respect to the income arising from the lapse of the Restrictions. The Company shall have the right to require the payment of any such

 

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taxes before delivering the stock certificate with respect to the Vested Shares and the related stock power held by the Company in accordance with Section 6 hereof. Alternatively, in lieu of such withholding, Grantee shall be entitled to cover all or any part of the taxes arising from the lapse of the Restrictions through a reduction of the number of Vested Shares delivered to Grantee or a delivery, or tender, to the Company of shares of Common Stock already held by Grantee, in each case valued in the same manner as used in computing withholding taxes under the applicable laws. Additionally, to the extent it is determined by a regulatory agency or a court of competent jurisdiction that shares of Common Stock which would otherwise be considered Restricted Shares pursuant to the terms of the Award nevertheless result in current federal or state taxation, (i) all Restrictions as to such shares shall immediately lapse, (ii) such shares shall immediately become Vested Shares and (iii) Grantee shall be entitled to cover all or any part of the taxes through a reduction of such Restricted Shares resulting in the taxable event.

 

6.             Custody, Voting and Dividends. Restricted Shares shall be held in certificated form by the Company or its agent for Grantee’s account, with appropriate notation of the Restrictions made in the Company’s records and on the certificate for the Restricted Shares, Additionally, the grant of Restricted Shares is conditioned upon Grantee’s endorsement in blank of the irrevocable stock power attached to the Grant Notice as Exhibit B. The irrevocable stock power must be endorsed and returned to the General Counsel within sixty (60) days from the Date of Grant. Failure to do so within the prescribed time period will result in an immediate forfeiture of the Restricted Shares. At the option of the Grantee, any dividends declared on Restricted Shares shall be reinvested in additional shares of Common Stock (in accordance with such methods or procedures as shall be established from time to time by the Committee), which shall vest concurrently with the Restricted Shares, or shall be paid to the Grantee concurrently with the payment of such dividends to all other record holders of Common Stock. To the extent the Restricted Shares have not been forfeited, Grantee shall be entitled to voting privileges associated with the Restricted Shares.

 

7.             Lapse of Restrictions. If, and when, the Restrictions lapse, the Company shall distribute certificates for such Vested Shares to the Grantee, which will not bear any restrictive legend other than such legends as may be required pursuant to applicable securities or blue sky laws. Additionally, the Company will deliver to Grantee no later than thirty (30) days following the lapse of such Restrictions the related irrevocable stock power held by the Company pursuant to Section 6 hereof.

 

8.             Committee Discretion. The Committee shall have plenary authority to (a) interpret any provision of these Award Terms, (b) make any determinations necessary or advisable for the administration of the Award, and (c) waive any conditions or rights under the Award, or amend, alter, accelerate, suspend, discontinue or terminate the Award; provided, however, that, except as provided in Section 9 hereof, without the consent of Grantee, no such amendment, alteration, suspension, discontinuation or termination of this Award may impair the rights of Grantee with the Award or modify the Award in any way materially inconsistent with the terms of Employment Agreement.

 

9.             Adjustments. Notwithstanding anything to the contrary herein, in the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Restricted Shares such that an adjustment is determined by the

 

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Committee to be appropriate in order to prevent dilution or enlargement of the rights of Grantee under this Award, then the Committee shall, in such manner as it may deem equitable, make any adjustments to the Award it deems appropriate. In addition, the Committee is authorized to make such adjustments as it deems appropriate in the terms and conditions of, and the criteria included in, the Award in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any subsidiary or affiliate or the financial statements of the Company or any subsidiary or affiliate, or in response to changes in applicable laws, regulations or accounting principles.

 

10.           Postponement; Registration. The Company may postpone the issuance and delivery of Restricted Shares until (a) the admission of such Restricted Shares to listing on any stock exchange or exchanges on which Common Stock of the Company are then listed and (b) the completion of such registration or other qualification of such Restricted Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable. The Grantee shall make such representations and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company, in light of the then existence or non-existence with respect to such Restricted Shares of an effective Registration Statement under the Securities Act of 1933, as amended, to issue the Restricted Shares in compliance with the provisions of that or any comparable act. The Company shall have the right to register the Restricted Shares on a Form S-8 or S-3 to facilitate their resale by the Grantee.

 

11.           Beneficiary Designations. Grantee shall file with the Executive Vice President of Human Resources on the form attached to the Grant Notice as

EXCERPTS ON THIS PAGE:

10-K (6 sections)
Feb 27, 2009
10-Q (13 sections)
Nov 10, 2008
10-Q (4 sections)
Feb 11, 2008
10-Q (4 sections)
Nov 7, 2007
10-K (4 sections)
Jun 14, 2007
10-Q
Nov 3, 2005
10-Q
Aug 4, 2005

RELATED TOPICS for ATVI:

"Vested Shares" elsewhere:

Adobe Systems (ADBE)
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