Common use of By the Employer for Cause Clause in Contracts

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” which shall mean a reasonable and good-faith determination by the Employer that you (i) engaged in gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; (ii) engaged in fraud, dishonesty, or any other serious misconduct that causes or has the potential to cause, harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group or any laws, rules or regulations applicable to your employment with the Activision Blizzard Group; (iv) materially breached this Agreement; (v) materially breached any proprietary information or confidentiality agreement with any entity in the Activision Blizzard Group; (vi) were convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (vii) materially breached your fiduciary duties to the Activision Blizzard Group. (ii) In the case of any termination for Cause that is curable without any residual damage (financial or otherwise) to the Employer or any entity in the Activision Blizzard Group, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (other than a termination pursuant to clause (vi) of the definition thereof). 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. (iii) 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” which shall mean a reasonable and good-faith determination by the Employer that you (i) engaged in misconduct or gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; (ii) engaged in fraud, dishonesty, or any other serious misconduct conduct that causes or has the potential to cause, harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group or any applicable laws, rules or regulations applicable to your employment with the Activision Blizzard Groupregulations; (iv) materially breached this Agreement; (v) materially breached any proprietary information or confidentiality agreement with any entity in the Activision Blizzard Group; (vi) were convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (vii) materially breached your fiduciary duties to the Activision Blizzard Group. (ii) In the case of any termination for Cause that is curable without any residual damage pursuant to clause (financial or otherwiseiii) to of the Employer or any entity in the Activision Blizzard Groupdefinition thereof, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (other than a termination pursuant to clause (vi) of the definition thereof)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. (iii) 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your Executive’s employment for “Cause,” which shall mean include, but not be limited to, a reasonable and good-faith determination by the Employer that you Executive: (i) engaged in misconduct or gross negligence in the performance of your Executive’s duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your Executive’s employment; (ii) engaged in fraud, dishonesty, or any other serious misconduct improper conduct that causes causes, or in the sole and absolute discretion of the Employer has the potential to cause, harm to any entity in the Activision Blizzard Employer’s Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group Employer or any applicable laws, rules or regulations applicable to your employment with the Activision Blizzard Groupregulations; (iv) materially breached this Agreement; (v) materially breached Executive’s employment agreement, Nondisclosure and Non-Solicitation Agreement or any proprietary information or confidentiality other agreement with any entity in the Activision Blizzard Employer’s Group; (viv) were committed, was charged with, was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; (vi) breached Executive’s fiduciary duties to the Employer; or (vii) materially breached your fiduciary duties failed to obtain or maintain in good standing any necessary or desirable licenses or took any action that could reasonably be expected to jeopardize Executive’s, the Activision Blizzard Employer’s or any other member of the Employer’s Group. ’s ability to obtain or retain in good standing any necessary or desirable licenses. If Executive engages in an activity that Employer considers to be Cause for Executive’s termination and it is capable of being cured by Executive, Executive will (iix) In the case of any termination for Cause that is curable without any residual damage receive notice (financial written or otherwise) to the Employer or any entity in the Activision Blizzard Group, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 have a reasonable opportunity within fifteen (15) days after receiving the notice to explain why Cause does not exist or to cure any basis for Cause (other than a termination pursuant to clause (vi) of the definition thereof). Within fifteen (15) days after any such explanation or cure, the as determined by Employer will make in its final determination regarding whether Cause exists and deliver such determination to you in writingsole discretion. 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. (iii) If your Executive’s 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 Executive (or would have had Cause if it then knew all relevant facts) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your Executive’s termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” which shall mean a reasonable and good-faith determination by the Employer that you (i) engaged in willful, reckless or gross negligence misconduct that caused or is reasonably likely to cause harm to the Activision Blizzard Group, (ii) were grossly negligent in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; (iiiii) engaged in fraud, dishonesty, fraud or any other serious misconduct dishonesty that causes caused or has the potential is likely to cause, cause severe harm to any entity in the Activision Blizzard Group, including its business or reputation; (iiiiv) materially violated any lawful and reasonable directives or policies of the Activision Blizzard Group or any applicable laws, rules or regulations applicable in connection with the performance of your duties that caused or is reasonably likely to your employment with cause harm to the Activision Blizzard Group; (ivv) materially breached this Agreement; (vvi) materially breached any proprietary information or confidentiality agreement with any entity in the Activision Blizzard Group; (vivii) were convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (viiviii) materially breached your fiduciary duties to the Activision Blizzard Group. (ii) In the case of any termination for Cause that is curable without any residual damage pursuant to clauses (financial ii), (iv), (v), (vi) or otherwise(viii) to of the Employer or any entity in the Activision Blizzard Groupdefinition thereof, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (to the extent curable) any basis for Cause (other than a termination pursuant to clause (vi) of the definition thereof)Cause. Within fifteen thirty (1530) 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. (iii) 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” which shall mean a reasonable and good-faith determination by the Employer that you (i) engaged in gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; (ii) engaged in fraud, dishonesty, or any other serious misconduct that causes or has the potential to cause, cause harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group or any laws, rules or regulations applicable to your employment with the Activision Blizzard Group; (iv) materially breached this AgreementAgreement or any other agreement to which you are a party with any members of Activision Blizzard Group; (v) materially breached any proprietary information or confidentiality agreement with any entity in the member of Activision Blizzard Group; (vi) were convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (vii) materially breached your fiduciary duties to the Activision Blizzard GroupBlizzard; or (viii) you may not lawfully work for the Employer at your assigned principal place of business. (ii) In the case of any termination for Cause that is curable without any residual damage (financial or otherwise) to the Employer or any entity in the Activision Blizzard Group, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (other than a termination pursuant to clause (vi) of the definition thereof). 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. (iii) 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” which shall mean a reasonable and good-faith determination by the Employer that you (i) engaged in misconduct or gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; (ii) engaged in fraud, dishonesty, or any other serious misconduct conduct that causes or has the potential to cause, harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group or any applicable laws, rules or regulations applicable to your employment with the Activision Blizzard Groupregulations; (iv) materially breached this Agreement; (v) materially breached any proprietary information or confidentiality agreement with any entity in the Activision Blizzard Group; (vi) were convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (vii) materially breached your fiduciary duties to the Activision Blizzard Group. (ii) In the case of any termination for Cause that is curable without any residual damage (financial or otherwise) to the Employer or any entity in the Activision Blizzard Group., the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (other than a termination pursuant to clause (vi) of the definition thereof). 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. (iii) 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” ”, which shall mean include, but not be limited to, a reasonable and good-faith determination by the Employer that you you: (i) engaged in willful, reckless or gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; misconduct; (ii) engaged in fraud, dishonesty, or any other serious misconduct that causes or has the potential to cause, harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group or any laws, rules or regulations applicable to your employment with the Activision Blizzard Group; (iv) materially breached this Agreement; (v) materially breached Agreement or any proprietary information other agreement between the Employer or confidentiality agreement with any entity in the Activision Blizzard Group; Group and you; (viiii) committed, were convicted of, or pled guilty or no contest to, to a felony or crime involving dishonesty or moral turpitude; (iv) breached your Duty of Loyalty; (v) violated any material Activision Group policy; or or (viivi) materially breached your fiduciary duties failed to follow any lawful directive of the Activision Blizzard Group. (ii) Employer. In the case of any termination for Cause that is curable without any residual damage pursuant to clauses (financial ii), (v), or otherwise(vi) to the Employer or any entity in the Activision Blizzard Group, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (other than a termination pursuant to clause (vi) of the definition thereof)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. (iii) . 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term(and, without notice, unless provided for below in Section 9(a)(ii) below), the Employer may terminate your employment for “Cause,” which shall mean a reasonable and good-faith determination by the Employer that you (i) engaged in gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; (ii) engaged in fraud, dishonesty, or any other serious misconduct that causes or has the potential to cause, harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group or any laws, rules or regulations applicable to your employment with the Activision Blizzard Group; (iv) materially breached this Agreement; (v) materially breached any proprietary information or confidentiality agreement with any entity in the Activision Blizzard Group; (vi) were convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (vii) materially breached your fiduciary duties to the Activision Blizzard Group. (ii) In the case of any termination for Cause that is curable without any residual damage (financial or otherwise) to the Employer or any entity in the Activision Blizzard Group, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (other than a termination pursuant to clause (vi) of the definition thereof). 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. (iii) 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” which shall mean a reasonable and good-faith determination by the Employer that you (i) engaged in gross negligence in the performance of your duties or willfully wilfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; (ii) engaged in fraud, dishonesty, or any other serious misconduct that causes or has the potential to cause, cause harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group or any laws, rules or regulations applicable to your employment with the Activision Blizzard Group; (iv) materially breached this AgreementAgreement or any other agreement to which you are a party with any members of Activision Blizzard Group; (v) materially breached any proprietary information or confidentiality agreement with any entity in the member of Activision Blizzard Group; (vi) were convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (vii) materially breached your fiduciary duties to the Activision Blizzard GroupBlizzard; or (viii) may not lawfully work for the Employer at your assigned principal place of business. (ii) In the case of any termination for Cause that is curable without any residual damage (financial or otherwise) to the Employer or any entity in the Activision Blizzard Group, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (other than a termination pursuant to clause (vi) of the definition thereof). 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. (iii) 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” ”, which shall mean include, but not be limited to, a reasonable and good-faith determination by the Employer that you you: (i) engaged in willful, reckless or gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; misconduct; (ii) engaged in fraud, dishonesty, or any other serious misconduct that causes or has the potential to cause, harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group or any laws, rules or regulations applicable to your employment with the Activision Blizzard Group; (iv) materially breached this Agreement; (v) materially breached Agreement or any proprietary information other agreement between the Employer or confidentiality agreement with any entity in the Activision Blizzard Group; Group and you; (viiii) committed, were convicted of, or pled guilty or no contest to, to a felony or crime involving dishonesty or moral turpitude; (iv) breached your Duty of Loyalty; (v) violated any material Activision Group policy; or or (viivi) materially breached your fiduciary duties failed to follow any lawful directive of the Activision Blizzard Group. (ii) Employer. In the case of any termination for Cause that is curable without any residual damage pursuant to clauses (financial ii), (v) or otherwise) to the Employer or any entity in the Activision Blizzard Group(vi), the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (other than a termination pursuant to clause (vi) of the definition thereof)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. (iii) . 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” ”, which shall mean include, but not be limited to, a reasonable and good-faith determination by the Employer that you you: (i) engaged in willful, reckless or gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; misconduct; (ii) engaged in fraud, dishonesty, or any other serious misconduct that causes or has the potential to cause, harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group or any laws, rules or regulations applicable to your employment with the Activision Blizzard Group; (iv) materially breached this Agreement; (v) materially breached Agreement or any proprietary information other agreement between the Employer or confidentiality agreement with any entity in the Activision Blizzard Group; Group and you; (viiii) committed, were convicted of, or pled guilty or no contest to, to a felony or crime involving dishonesty or moral turpitude; (iv) breached your Duty of Loyalty; (v) violated any material Activision Group policy; or or (viivi) materially breached your fiduciary duties failed to follow any lawful directive of the Activision Blizzard Group. (ii) Employer. In the case of any termination for Cause that is curable without any residual damage pursuant to clauses (financial ii), (iv) or otherwise) to the Employer or any entity in the Activision Blizzard Group(v), the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (other than a termination pursuant to clause (vi) of the definition thereof)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. (iii) . 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (1) If the Employer terminates the Executive’s employment for Cause, then all of the Employer’s obligations hereunder shall immediately terminate, except that the Employer shall pay to the Executive, within ten (10) business days after the date of termination, the Accrued Rights. (2) For purposes of this Agreement, “Cause ” shall mean: (i) At any time during act or omission that constitutes a material breach by the TermExecutive of any of his obligations under this Agreement or any material written policy of the Company or the Employer or any of its affiliates, assuming such obligations are lawful, to include any act of gross misconduct or gross default in the discharge of the Executive’s duties of his employment or in connection with or affecting the business of the Employer, the Employer may terminate your employment for “Cause,” Company and any of their affiliates, which shall mean a reasonable is not remedied within thirty (30) calendar days following written notice to the Executive from the CEO of the event and good-faith determination by action required to remedy the Employer that you (i) engaged in gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employmentsame; (ii) engaged in fraud, dishonesty, the failure or refusal by the Executive to follow any other serious misconduct lawful reasonable direction of the CEO that causes or has is material and is consistent with the potential Executive’s obligations under this Agreement which is not remedied within thirty (30) calendar days following written notice to cause, harm the Executive from the CEO of the event and action required to any entity in remedy the Activision Blizzard Group, including its business or reputationsame; (iii) materially violated any lawful directives the Executive’s willful neglect or policies of the Activision Blizzard Group or any laws, rules or regulations applicable refusal to your employment with the Activision Blizzard Group; (iv) materially breached discharge his duties pursuant to this Agreement; (v) materially breached any proprietary information or confidentiality agreement with any entity in the Activision Blizzard Group; (vi) were convicted of, or pled guilty or no contest toassuming such duties are lawful, which continues for a felony or crime involving dishonesty or moral turpitude; or (vii) materially breached your fiduciary duties to the Activision Blizzard Group. (ii) In the case period of any termination for Cause that is curable without any residual damage (financial or otherwise) to the Employer or any entity in the Activision Blizzard Group, the Employer shall give you at least thirty (30) days following written notice of its intent thereof to terminate your employmentthe Executive from the CEO; provided, that in no event shall any termination pursuant to clause or (viiv) the conviction of the definition Executive of Cause be deemed curable. 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 criminal offence (other than a termination road traffic offence which does not result in a custodial sentence) or any conduct which in the reasonable opinion of the Board of the Company may affect his position in or the reputation of the Employer or the Company; or (v) the Executive becoming subject to the provisions concerning disqualification or restriction contained in Part VII of the Companies Act, 1990 or any similar legislation in any other jurisdiction. No act or failure on Executive’s part shall be considered “willful” unless it is done, or omitted to be done by Executive, in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Employer. Any act, or failure to act, based upon authority given pursuant to clause (vi) a specific resolution duly adopted by the Board or based upon the advice of the definition thereof). 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 counsel for the Employer shall be terminated for Cause as conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests 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 timeEmployer. (iii) 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” which shall mean a reasonable and good-faith determination by the Employer that you (i) engaged in gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment, which has caused or is likely to cause appreciable harm to any entity in the Activision Blizzard Group; (ii) engaged in fraud, dishonesty, or any other serious misconduct that causes or has the potential is likely to cause, appreciable harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group or any laws, rules or regulations applicable to your employment with the Activision Blizzard Group, which causes or is likely to cause appreciable harm to any entity in the Activision Blizzard Group; (iv) materially breached this Agreement; (v) materially breached any proprietary information or confidentiality agreement with any entity in the Activision Blizzard Group; (vi) were convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (vii) materially breached your fiduciary duties to the Activision Blizzard Group. (ii) In the case of any termination for Cause that is curable without any residual damage (financial or otherwise) to the Employer or any entity in the Activision Blizzard Group, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 (other than a termination pursuant to clause (vi) of the definition thereof). 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. (iii) 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your employment for “Cause,” which shall mean a reasonable and good-faith determination by the Employer that you your (i) engaged in willful, reckless or gross negligence in the performance of your duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your employment; misconduct, (ii) engaged material breach by you of this Agreement or your Proprietary Information Agreement, which shall continue uncured for a period of 45 days after written notice to you of such material breach consistent with the cure provisions described later in fraudthis Paragraph, dishonesty, or any other serious misconduct that causes or has the potential to cause, harm to any entity in the Activision Blizzard Group, including its business or reputation; (iii) materially violated any lawful directives conviction of or policies plea of the Activision Blizzard Group or any laws, rules or regulations applicable to your employment with the Activision Blizzard Group; (iv) materially breached this Agreement; (v) materially breached any proprietary information or confidentiality agreement with any entity in the Activision Blizzard Group; (vi) were convicted of, or pled guilty or no contest to, to a felony or crime involving dishonesty or moral turpitude; , (iv) breach of duty of loyalty, or (viiv) materially breached your fiduciary duties to the Activision Blizzard Group.violation of Employer’s corporate governance policies.. (ii) In the case of any termination for Cause that is curable without any residual damage pursuant to clause (financial or otherwiseiii) to of the Employer or any entity in the Activision Blizzard Groupdefinition thereof, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 forty-five (1545) days after receiving the notice to explain why Cause does not exist or to cure any basis for Cause (other than a termination pursuant to clause (vi) of the definition thereof)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. (iii) 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) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your termination shall be treated as a termination by the Employer for Cause.

By the Employer for Cause. (i) At any time during the Term, the Employer may terminate your Executive’s employment for “Cause,” which shall mean include, but not be limited to, a reasonable and good-faith determination by the Employer that you Executive: (i) engaged in misconduct or gross negligence in the performance of your Executive’s duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of your Executive’s employment; (ii) engaged in fraud, dishonesty, or any other serious misconduct improper conduct that causes causes, or in the sole and absolute discretion of the Employer has the potential to cause, harm to any entity in the Activision Blizzard Employer’s Group, including its business or reputation; (iii) materially violated any lawful directives or policies of the Activision Blizzard Group Employer or any applicable laws, rules or regulations applicable to your employment with the Activision Blizzard Groupregulations; (iv) materially breached this Agreement; (v) materially breached Executive’s employment agreement, Nondisclosure and Non-Solicitation Agreement or any proprietary information or confidentiality other agreement with any entity in the Activision Blizzard Employer’s Group; (viv) were committed, was charged with, was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; (vi) breached Executive’s fiduciary duties to the Employer; or (vii) materially breached your fiduciary duties failed to obtain or maintain in good standing any necessary or desirable licenses or took any action that could reasonably be expected to jeopardize Executive’s, the Activision Blizzard Employer’s or any other member of the Employer’s Group. ’s ability to obtain or retain in good standing any necessary or desirable licenses. If Executive engages in an activity that Employer considers to be Cause for Executive’s termination and it is capable of being cured by Executive, Executive will (iix) In the case of any termination for Cause that is curable without any residual damage receive notice (financial written or otherwise) to the Employer or any entity in the Activision Blizzard Group, the Employer shall give you at least thirty (30) days written notice of its intent to terminate your employment; provided, that in no event shall any termination pursuant to clause (vi) of the definition of Cause be deemed curable. 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 have a reasonable opportunity within fifteen (15) days after receiving the notice to explain why Cause does not exist or to cure any basis for Cause (other than a termination pursuant to clause (vi) of the definition thereof). Within fifteen (15) days after any such explanation or cure, the as determined by Employer will make in its final determination regarding whether Cause exists and deliver such determination to you in writingsole discretion. 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. (iii) If your Executive’s 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 Executive (or would have had Cause if it then knew all relevant facts) under clauses (i), (ii), (v), (vi) or (vii) of the definition of Cause, your Executive’s termination shall be treated as a termination by the Employer for Cause.