Exhibit 10.12


 


Activision Blizzard, Inc.


 


Non-Employee Director Compensation Program


 


As Adopted on July 17, 2008


 


 


	
  Cash Compensation

  	
   

  	
  Annual
  Retainers:

   

  ·      Board
  Member - $50,000

  ·      Chairman
  of the Audit Committee - $25,000

  ·      Chairman
  of the Compensation Committee - $20,000

  ·      Chairman
  of the Nominating and Corporate Governance Committee - $15,000

  ·      Audit
  Committee Member - $10,000

  ·      Compensation
  Committee Member - $5,000

  ·      Nominating
  and Corporate Governance Committee Member - $5,000

   

  Meeting
  Fees:

   

  ·      For each board or committee meeting
  attended in person or by telephone - $3,000

   

  Special
  Assignment Fees

   

  ·      Per day for special assignments required
  in connection with board duties (including, without limitation,
  litigation-related matters, but excluding days on which a director is
  required to travel to attend meetings) - $5,000

   

  Payment
  Terms

   

  ·      All
  cash retainers will generally be paid in arrears in equal quarterly
  installments no later than the 60th day following the last date of
  the applicable quarter; provided, however, that in no event shall fees be paid later than
  the date that is 21⁄2 months following the last date of the Company’s fiscal
  year for which the retainer relates.

  ·      Meeting
  Fees and Special Assignment Fees will generally be paid in arrears in equal
  quarterly installments no later than the 60th day following the
  last date of the applicable quarter; provided, however, that in no event shall fees be paid later than
  the date that is 21⁄2 months following the last date of the Company’s fiscal
  year for which the retainer relates.

  ·      Fees
  will be prorated for partial years of service, with partial months of service
  credited for full months.  

   

  
	
  Stock Options

  	
   

  	
  New
  Appointment/Election Option Grant

  ·      Each newly elected or appointed
  non-employee director will receive a grant of 20,000 stock options upon
  initial election or appointment to the Board.

   

  Annual
  Option Grant

   

  ·      Each non-employee director will receive an annual grant of
  10,000 stock options on July 21, 2008 and, commencing in 2009, annually
  upon 

   

  



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  re-election to the Board.

   

  Tenth
  Year Option Grant

   

  ·      In the
  year that a non-employee director completes ten continuous years of service
  on the Board, the director will receive a grant of 20,000 stock options.

  ·      The
  tenth year grant is in lieu of the annual grant for the applicable year.

   

  Grant
  Date

   

  ·      Beginning
  in 2009, option grants will be made three business days following the date of
  the first board meeting immediately following the annual meeting of
  stockholders.

  ·      The
  exercise price of the options will equal the closing price of the Company’s
  common stock as quoted on the NASDAQ National Market on the date of grant.

   

  Vesting

   

  ·      All
  option grants will vest ratably every three months over the one-year period
  from the date of grant.

  ·      Initial
  and “Tenth-Year” option grants will vest ratably every three months over the
  two-year period from the date of grant.

  ·      A
  director must be in continuous active service on each applicable vesting date
  and vesting will cease upon a termination of service; provided,
  however, that vesting will accelerate upon a director’s death or
  termination due to Disability (as defined in Section 22(e)(3) of
  the Internal Revenue Code)

   

  Term

   

  ·      Options
  will expire on the 10th anniversary of the date of grant.

  ·      For so
  long as director remains in continuous service, all options may be exercised
  by the director through the 10th anniversary of grant.

  ·      Upon a
  cessation of service for any reason other than for cause, vested options will
  remain exercisable until the earlier of (i) the 1st anniversary of the
  date of death or cessation of service and (ii) the 10th
  anniversary of grant.

   

  Change
  of Control

   

  ·      In the
  event that the director ceases to serve as a member of the Board of Directors
  pursuant to the terms of any business combination or similar transaction
  involving the Company, the options will immediately vest and will remain
  exercisable until the earlier of (i) the 1st anniversary of
  the date of the director’s cessation of service and (ii) the original
  expiration date.

   

  Award
  Agreement

   

  ·      Options
  will be granted pursuant to the Company’s 2007 Incentive Plan and will be
  subject to the terms of the applicable non-employee director stock option
  agreement as in effect at the time of grant. 
  

   

  
	
  Restricted Stock Units

  	
   

  	
  New
  Appointment/Election RSU Grant

  ·      Each newly elected or appointed non-employee director will
  receive a grant 

  



 


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  of
  10,000 RSUs upon initial election or appointment to the Board.

   

  Annual
  RSU Grant

   

  ·      Each non-employee director will receive
  an annual grant of 5,000 RSUs on July 21, 2008 and, commencing in 2009,
  annually upon re-election to the Board.

   

  Tenth
  Year RSU Grant

   

  ·      In the
  year that a non-employee director completes 10 continuous years of service on
  the Board, the director will receive a grant of 10,000 RSUs.

  ·      The
  tenth year grant is in lieu of the annual grant for the applicable year.

   

  Grant
  Date

   

  ·      Beginning
  in 2009, RSU grants will be made three business days following the date of
  the first Board meeting immediately following the annual meeting of
  stockholders.

   

  Vesting

   

  ·      All
  annual RSUs will vest ratably every three months over the one-year period
  from the date of grant.

  ·      Initial
  and “Tenth-Year” RSU grants will vest ratably every three months over the
  two-year period from the date of grant.

  ·      A
  director must be in continuous active service on each applicable vesting
  date.

  ·      Vesting
  will accelerate on the date of a director’s cessation of service due to death
  or Disability.

   

  Settlement

   

  ·      Vested
  RSUs will settle for shares of the Company’s common stock no later than 30
  days following the 1st anniversary of the grant date.

  ·      50%
  percent of the Initial and “Tenth-Year” RSU grants will settle no later than
  30 days following each of the 1st and 2nd anniversaries
  of the date of grant, to the extent vested.

   

  Change
  of Control

   

  ·      In the
  event that the director ceases to serve as a member of the Board of Directors
  pursuant to the terms of any business combination or similar transaction
  involving the Company, the RSUs will immediately vest and settle as of the
  date on which the business combination or similar transaction is consummated.

   

  Dividend
  Equivalents

   

  ·      To the
  extent dividends are paid on the Company’s common stock, dividend equivalents
  will be paid on RSUs prior to settlement, no later than the 45th
  date following the last date of the Company’s fiscal year in which the
  dividends are paid.

   

  



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  Award
  Agreement

   

  ·      RSUs
  will be granted pursuant to the Company’s 2007 Incentive Plan and will be
  subject to the terms of the applicable non-employee director stock RSU
  agreement as in effect at the time of grant. 
  

  
	
  Expenses

  	
   

  	
  Directors receive
  reimbursement of business and travel expenses from time to time in accordance
  with Company policy.

  
	
   

  	
   

  	
   

  
	
  Perquisites

  	
   

  	
  Directors do not receive perquisites.  

  
	
   

  	
   

  	
   

  
	
  Employee Directors/

  Employees of Majority
  Shareholder 

  	
   

  	
  ·      Employee
  directors will not be entitled to compensation as a director.

  ·      Unless
  otherwise determined by the Board of Directors or set forth in the Company’s
  bylaws, directors who are employees of a majority shareholder or its
  affiliates and subsidiaries will not be entitled to compensation as a
  director.

   

  
	
  Plan Administration

  	
   

  	
  The human resources and
  the legal departments will administer the non-employee directors’
  compensation program.

  
	
  Other

  	
   

  	
  ·      Directors
  are required to own shares with a value at least three times the annual cash
  board retainer within four years of their initial election.

  ·      This
  requirement is expected to be incorporated into the corporate governance
  guidelines.

  



 


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