Exhibit 10.44


 


Unaffiliated Director Form


 


AMENDED
AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008
INCENTIVE PLAN


 


NOTICE OF STOCK OPTION AWARD


 


You have been
awarded an option to purchase Common Shares of Activision Blizzard, Inc.
(the “Company”), as follows:


 


·                  Your
name:  [_______________________________________________________________________________]


 


·                  Total number of
Shares purchasable upon exercise of the Stock Option awarded:  [________________]


 


·                  Exercise
Price:  US $[______________] per Share


 


·                  Date of
Grant:  [______________________________________________________________________________]


=


·                  Expiration Date:  [____________________________________________________________________________]


 


·                  Grant ID:  [__________________________________________________________________________________]


 


·                  Your Award of
the Stock Option is governed by the terms and conditions set forth in:


 


·                  this Notice of
Stock Option Award;


 


·                  the Stock Option
Award Terms attached hereto as Exhibit A (the “Award Terms”); and


 


·                  the Company’s
Amended and Restated 2008 Incentive Plan, the receipt of a copy of which you
hereby acknowledge.


 


·                  Schedule for Vesting:  Except as otherwise provided under the Award
Terms, the Stock Option awarded to you will vest and become exercisable as follows,
provided you continuously serve as a member of the Board through each such
date:


 


Schedule for Vesting


 


	
  Date of
  Vesting

  	
   

  	
  No. of
  Shares Vesting

  at Vesting Date

  	
   

  	
  Cumulative
  No. of Shares

  Vested at Vesting Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3 months
  after [                   ](1)

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  6 months
  after [                   ]

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  9 months
  after [                   ]

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  First anniversary of [                   ]

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  [15
  months after [                   ]]

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  [18
  months after [                   ]]

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  [21
  months after [                   ]]

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  [Second anniversary of [                   ]]

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  



 






(1)                                  Insert
appropriate vesting commencement date (e.g., service commencement date, date of
grant, etc.).


 

















 


·                  The Stock Option
is not intended to be an “incentive stock option,” as such term is defined in Section 422
of the Code.


 


·                  Please sign and return to the
Company this Notice of Stock Option Award, which bears an original signature on
behalf of the Company.  You are urged to
do so promptly.


 


·                  Please return the signed Notice of
Stock Option Award to the Company at:


 


Activision Blizzard, Inc.

3100 Ocean Park Boulevard

Santa Monica, CA 90405

Attn:  Stock Plan Administration


 


You should retain the
enclosed duplicate copy of this Notice of Stock Option Award for your records.


 


Any capitalized
term used but not otherwise defined herein shall have the meaning ascribed to
such term in the Award Terms.


 


	
   

  	
  ACTIVISION
  BLIZZARD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ann E. Weiser

  
	
   

  	
  Chief Human Resources
  Officer

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED
  AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name
  of Holder]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 


2

















 


EXHIBIT
A


 


AMENDED AND RESTATED ACTIVISION
BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


STOCK OPTION AWARD TERMS


 


1.                                       Definitions.


 


(a)                                  For
purposes of these Award Terms, the following terms shall have the meanings set
forth below:


 


“Award”
means the award described on the Grant Notice.


 


“Common
Shares” means the shares of common stock, par value $0.000001
per share, of the Company or any security into which such Common Shares may be
changed by reason of any transaction or event of the type referred to in Section 8
hereof.


 


“Company”
means Activision Blizzard, Inc. and any successor thereto.


 


“Company-Sponsored
Equity Account” means an account that is created with the
Equity Account Administrator in connection with the administration of the
Company’s equity plans and programs, including the Plan.


 


“Date of
Grant” means the Date of Grant of the Award set forth on the
Grant Notice.


 


“Disability”
means “permanent and total disability” as defined in section 22(e)(3) of
the Code, as interpreted by the Company (with such interpretation to be final,
conclusive and binding for purposes of these Award Terms).


 


“Equity
Account Administrator” means the brokerage firm utilized by
the Company from time to time to create and administer accounts for
participants in the Company’s equity plans and programs, including the Plan.


 


“Exercise
Price” means the Exercise Price set forth on the Grant
Notice.


 


“Expiration
Date” means the
Expiration Date set forth on the Grant Notice.


 


“Grant
Notice” means the Notice of Stock Option Award to which these
Award Terms are attached as Exhibit A.


 


“Holder”
means the recipient of the Award named on the Grant Notice.


 


“Option”
means the Stock Option to purchase Common Shares awarded to the Holder on the
terms and conditions described in the Grant Notice and these Award Terms.


 

















 


“Plan”
means the Amended and Restated Activision Blizzard, Inc. 2008 Incentive
Plan, as amended from time to time.


 


“Section 409A”
means Section 409A of the Code and the guidance and regulations
promulgated thereunder.


 


“Shares” means the Common Shares purchasable upon exercise of the Stock Option.


 


“Term
Sheet” means the Corporate
Governance Term Sheet approved by the Delaware Court of Chancery in connection
with the settlement of In re Activision, Inc.
Shareholder Derivative Litigation, C.D. Cal. Case No. CV06-4771
MRP (JTLx); In re Activision Shareholder Derivative Litigation,
L.A.S.C. Case No. SC090343.


 


“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.                                       Expiration.  The Stock Option shall expire on the
Expiration Date and, after such expiration, shall no longer be exercisable.


 


3.                                       Vesting
and Exercise.


 


(a)                                  Vesting
Schedule.  Except as otherwise set
forth in these Award Terms, the Stock Option shall vest, and thereupon become
exercisable, in accordance with the “Schedule for Vesting” set forth on the
Grant Notice.


 


(b)                                 Exercisable
Only by the Holder.  Except as
otherwise permitted under the Plan or Section 10 hereof, the Stock Option
may be exercised during the Holder’s lifetime only by the Holder or, in the
event of the Holder’s legal incapacity to do so, by the Holder’s guardian or
legal representative acting on behalf of the Holder in a fiduciary capacity
under state law and/or court supervision.


 


(c)                                  Procedure
for Exercise.  The Stock Option may
be exercised by the Holder as to all or any of the Shares as to which the Stock
Option has vested (i) by following the procedures for exercise established
by the Equity Account Administrator and posted on the Equity Account
Administrator’s website from time to time or (ii) with the Company’s
consent, by giving the Company written notice of exercise, in such form as may
be prescribed by the Company from time to time, specifying the number of Shares
to be purchased.


 


(d)                                 Payment
of Exercise Price.  To be valid, any
exercise of the Stock Option must be accompanied by full payment of the
aggregate Exercise Price of the Shares being purchased.  The Company shall determine the method or
methods the Holder may use to make such payment, which may include any of the
following:  (i) by bank check or
certified check or wire transfer of immediately available funds, (ii) if
securities of the Company of the same class


 


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as
the Shares are then traded or quoted on
a national securities exchange, the Nasdaq Stock Market, Inc. or a
national quotation system sponsored by the National Association of Securities
Dealers, Inc., through the delivery of irrevocable written
instructions, in a form acceptable to the Company, to the Equity Account
Administrator (or, with the Company’s consent, such other brokerage firm as may be requested by the person
exercising the Stock Option) to sell some or all of the Shares being purchased
upon such exercise and to thereafter deliver promptly to the Company from the
proceeds of such sale an amount in cash equal to the aggregate Exercise Price
of the Shares being purchased, (iii) by tendering previously owned shares
(valued at their Market Value per Share as of the date of tender), (iv) through
the withholding of Shares otherwise deliverable upon exercise, or (v) any
combination of (i), (ii), (iii) or (iv) above or any other manner
permitted pursuant to the Plan.


 


(e)                                  No
Fractional Shares.  In no event may
the Stock Option be exercised for a fraction of a Share.


 


(f)                                    No
Adjustment for Dividends or Other Rights. 
No adjustment shall be made for cash dividends or other rights for which
the record date is prior to the date as of which the issuance or transfer of
Shares to the person entitled thereto has been evidenced on the books and
records of the Company pursuant to clause (ii) of Section 3(g) hereof
following exercise of the Stock Option.


 


(g)                                 Issuance
and Delivery of Shares.  As soon as
practicable (and, in any event, within 30 days) after the valid exercise of the
Stock Option, the Company shall (i) effect the issuance or transfer of the
Shares purchased upon such exercise, (ii) cause the issuance or transfer
of such Shares to be evidenced on the books and records of the Company, and (iii) cause
such Shares to be delivered to a Company-Sponsored Equity Account in the name
of the person entitled to such Shares (or, with the Company’s consent,  such other
brokerage account as may be requested by such person); provided, however,
that, in the event such Shares are subject to a legend as set forth in Section 13
hereof, the Company shall instead cause a certificate evidencing such Shares
and bearing such legend to be delivered to the person entitled thereto.


 


(h)                                 Partial
Exercise.  If the Stock Option shall
have been exercised with respect to less than all of the Shares purchasable
upon exercise of the Stock Option, the Company shall make a notation in its
books and records to reflect the partial exercise of the Stock Option and the
number of Shares that thereafter remain available for purchase upon exercise of
the Stock Option.


 


4.                                       Termination
of Service.


 


(a)                                  Death
or Disability.  Unless the Committee
determines otherwise, in the event that the Holder dies during his term as a
member of the Board or the Holder ceases to serve as a member of the Board due
to the Holder’s Disability, the Stock Option shall (i) if not then fully
vested, immediately vest as of the date of the Holder’s death or the first date of the Holder’s Disability
(as determined by the Committee), as the case may be, and (ii) remain
exercisable in accordance with these Award Terms until the earlier of (A) the
first anniversary of the date of the Holder’s death or cessation of service, as
the case may be, and (B) the Expiration Date, after which the Stock Option
shall no longer be exercisable and shall be immediately cancelled.


 


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(b)                                 Change
of Control.  Unless the Committee
determines otherwise, in the event that the Holder ceases to serve as a member
of the Board pursuant to the terms of any business combination or similar
transaction involving the Company, the Stock Option shall (i) if not then
fully vested, immediately vest as of the date on which such business
combination or similar transaction is consummated, and (ii) be exercisable
in accordance with these Award Terms until the earlier of (A) the first
anniversary of the date of the Holder’s cessation of service and (B) the
Expiration Date, after which the Stock Option shall no longer be exercisable
and shall be immediately cancelled.


 


(c)                                  Cause.  Unless the Committee  determines
otherwise, in the event that the Holder’s service as a member of the Board is
terminated for cause (as determined by the Board in its sole discretion) the
Stock Option shall (i) cease to vest as of the date of such termination of
service and (ii) whether or not vested as of the date of such termination
of service, shall no longer be exercisable and shall be immediately cancelled.


 


(d)                                 Other.  Unless the Committee  determines
otherwise, in the event that the Holder ceases to serve as a member of the
Board for any reason not addressed by Section 4(a), 4(b) or 4(c) hereof,
the Stock Option shall (i) cease to vest as of the date of such
termination of service and (ii) to the extent vested as of the date of
such termination of service, be exercisable in accordance with these Award Terms
until the earlier of (A) the first anniversary of the date of the Holder’s
cessation of service  and (B) the
Expiration Date, after which the Stock Option shall no longer be exercisable
and shall be immediately cancelled.  To
the extent not vested as of the date of such termination of service, the Stock
Option shall be immediately cancelled and shall no longer be exercisable.


 


5.                                       Tax
Withholding.  The Company shall have
the right to require the Holder to satisfy any Withholding Taxes resulting from
the exercise (in whole or in part) of the Stock Option, the issuance or
transfer of any Shares upon exercise of the Stock Option or otherwise in
connection with the Award at the time such Withholding Taxes become due.  The Company shall determine the method or methods
the Holder 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) if securities of the Company of the same
class as the Shares are then traded or quoted on a national securities
exchange, the Nasdaq Stock Market, Inc. or a national quotation system
sponsored by the National Association of Securities Dealers, Inc., through
the delivery of irrevocable written instructions, in a form acceptable to the
Company, to the Equity Account Administrator (or, with the Company’s consent,
such other brokerage firm as may be requested by the person exercising the
Stock Option) to sell some or all of the Shares being purchased upon such
exercise and to thereafter deliver promptly to the Company from the proceeds of
such sale an amount in cash equal to the aggregate amount of such Withholding
Taxes; (c) by tendering previously owned shares (valued at their Market
Value per Share as of the date of tender); (d) through the withholding of
Shares otherwise deliverable upon exercise; or (e) by any combination of
(a), (b), (c) or (d) 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 the Holder’s compensation any Withholding Taxes contemplated by
this Section 5 and (ii) the Company shall have no obligation to
deliver any Shares upon exercise of the Stock Option unless and until all
Withholding Taxes contemplated by this Section 5 have been satisfied.


 


A-4

















 


6.                                       Reservation
of Shares.  The Company shall at all
times reserve for issuance or delivery upon exercise of the Stock Option such
number of Common Shares  as shall be
required for issuance or delivery upon exercise thereof.


 


7.                                       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
the Holder taken as a whole without the Holder’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 8 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.


 


8.                                       Adjustments.  Notwithstanding anything to the contrary
contained herein, pursuant to Section 12 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 the Holder 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.


 


9.                                       Registration
and Listing.  Notwithstanding
anything to the contrary contained herein, the Stock Option may not be
exercised, and the Stock Option and Shares purchasable upon exercise of the
Stock Option may not be purchased, sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of or encumbered in any way, unless such
transaction is in compliance with (a) the Securities Act of 1933, as
amended, or any comparable federal securities law, and all applicable state
securities laws, (b) 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, (c) any
restrictions on transfer imposed by the Company’s certificate of incorporation
or bylaws, and (d) any policy or procedure the Company has adopted with
respect to the trading of its securities, in each case as in effect on the date
of the intended transaction.  The Company
is under no obligation to register, qualify or list, 


 


A-5

















 


or
maintain the registration, qualification or listing of, the Stock Option or
Shares with the SEC, any state securities commission or any securities
exchange, securities association, market system or quotation system to effect
such compliance.  The Holder shall make
such representations and furnish such information as may be appropriate to
permit the Company, in light of the then existence or non-existence of an
effective registration statement under the Securities Act of 1933, as amended,
relating to the Stock Option or Shares, to issue or transfer the Stock Option
or Shares in compliance with the provisions of that or any comparable federal
securities law and all applicable state securities laws.  The Company shall have the right, but not the
obligation, to register the issuance or resale of the Stock Option or Shares
under the Securities Act of 1933, as amended, or any comparable federal
securities law or applicable state securities law.


 


10.                                 Transferability.  Except as otherwise permitted under the Plan
or this Section 10, the Stock Option shall not be transferable by the
Holder other than by will or the laws of descent and distribution.  Subject to the terms of the Plan, with the
Company’s consent, the Holder may transfer all or part of the Stock Option for
estate planning purposes or pursuant to a domestic relations order; provided,
however, that any transferee shall be bound by all of the terms and conditions
of the Plan, the Grant Notice and these Award Terms and shall execute an
agreement in form and substance satisfactory to the Company in connection with
such transfer; and provided further that the Holder will
remain bound by the terms and conditions of the Plan, the Grant Notice and
these Award Terms.


 


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


 


(a)                                  The
Holder is responsible for complying with (a) any federal, state and local
taxation laws applicable to the Holder in connection with the Award, (b) any
federal and state securities laws applicable to the Holder 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) any policy or procedure the Company maintains or may
adopt with respect to the trading of its securities.


 


(b)                                 The
Award is subject to the terms and conditions of the Term Sheet, and any Company
policies or procedures adopted in connection with the Company’s implementation
of the Term Sheet, including, without limitation, any policy requiring or
permitting the Company to recover any gains realized by the Holder in
connection with the Award.


 


12.                                 Section 409A.  As the Exercise Price is equal to the fair
market value of a Share on the Date of Grant, payments contemplated with
respect to the Award are intended to be exempt from Section 409A, and all
provisions of the Plan, the Grant Notice and these Award Terms shall be
construed and interpreted in a manner consistent with the requirements for
avoiding taxes or penalties under Section 409A.  Notwithstanding the foregoing, (i) nothing
in the Plan, the Grant Notice and these Award Terms shall guarantee that the
Award is not subject to taxes or penalties under Section 409A and (ii) if
any provision of the Plan, the Grant Notice or these Award Terms would, in the
reasonable, good faith judgment of the Company, result or likely result in the
imposition on the Holder or any other person of taxes, interest or penalties 


 


A-6

















 


under
Section 409A, the Committee may, in its sole discretion, modify the terms
of the Plan, the Grant Notice or these Award Terms, without the consent of the
Holder, in the manner that the Committee may reasonably and in good faith
determine to be necessary or advisable to avoid the imposition of such taxes,
interest or penalties; provided, however, that this Section 12
does not create an obligation on the part of the Committee or the Company to
make any such modification.


 


13.                                 Legend.  The Company may, if determined by it based on
the advice of counsel to be appropriate, cause any certificate evidencing
Shares to bear a legend substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY 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.”


 


14.                                 No
Right to Continued Service.  Nothing
contained in the Grant Notice or these Award Terms shall be construed to confer
upon the Holder any right to continued service on the Board or derogate from
any right of the Company’s stockholders to remove the Holder from the Board at
any time, with or without cause.


 


15.                                 No
Rights as Stockholder.  No holder of
the Stock Option shall, by virtue of the Grant Notice or these Award Terms, be
entitled to any right of a stockholder of the Company, either at law or in
equity, and the rights of any such holder are limited to those expressed, and
are not enforceable against the Company except to the extent set forth, in the
Plan, the Grant Notice and these Award Terms.


 


16.                                 Severability.  In the event that one or more of the
provisions of these Award Terms shall be invalidated for any reason by a court
of competent jurisdiction, any provision so invalidated shall be deemed to be
separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.


 


17.                                 Governing
Law.  To the extent that federal law
does not otherwise control, the validity, interpretation, performance and
enforcement of the Grant Notice and these Award Terms shall be governed by the
laws of the State of Delaware, without giving effect to principles of conflicts
of laws thereof.


 


18.                                 Successors
and Assigns.  The provisions of the
Grant Notice and these Award Terms shall be binding upon and inure to the
benefit of the Company, its successors and assigns, and the Holder and, to the
extent applicable, the Holder’s permitted assigns under Section 3(b) hereof
and the Holder’s estate or beneficiary(ies) as determined by will or the laws
of descent and distribution.


 


19.                                 Notices.  Any notice or other document which the Holder
or the Company may be required or permitted to deliver to the other pursuant to
or in connection with the Grant Notice or these Award Terms shall be in
writing, and may be delivered personally or by mail, postage prepaid, or
overnight courier, addressed as follows: (a) if to the Company, at its
office at 3100 Ocean Park Boulevard, Santa Monica, California 90405, Attn:
Stock Plan Administration, or 


 


A-7

















 


such
other address as the Company by notice to the Holder may designate in writing
from time to time; and (b) if to the Holder, at the address shown on the
records of the Company or such other address as the Holder by notice to the
Company may designate in writing from time to time.  Notices shall be effective upon receipt.


 


20.                                 Conflict
with Plan.  In the event of any
conflict between the terms of the Grant Notice or these Award Terms and the
terms of the Plan, the terms of the Plan shall control.


 


21.                                 Deemed
Agreement.  By accepting the Award,
the Holder is deemed to be bound by the terms and conditions set forth in the
Plan, the Grant Notice and these Award Terms.


 


A-8