Exhibit 10.21


 


AMENDED AND
RESTATED STOCK OPTION AGREEMENT


 


For 1,000,000 Shares


 


ACTIVISION BLIZZARD, INC.


 


THIS STOCK OPTION
AGREEMENT (THIS “OPTION AGREEMENT”) CERTIFIES that on June 15, 2005 (the “Issuance
Date”), Michael Griffith (the “Holder”) was granted an option (the “Option”) to
purchase at the option price of $17.12 per share, all or any part of 1,000,000
fully paid and non-assessable shares (“Shares”) of common stock, par value
$.000001 per share, of ACTIVISION BLIZZARD, INC., a Delaware corporation (the “Company”),
upon and subject to the following terms and conditions:


 


1.             General
Terms of the Option.


 


(a)           The Option was granted as of June 15,
2005, as a material inducement to the Holder’s entering into employment with
the Company pursuant to an employment agreement dated June 15, 2005, and
is being amended in connection with the amendment of such employment agreement
dated December 1, 2007 (as so amended, the “Employment Agreement”),
effective as of the Consummation Date (as defined in the Employment
Agreement).  As amended, the Option is to
purchase all or any part of 1,333,334 Shares at the option price of $12.34 per
Share upon and subject to the terms and conditions set forth in this Option
Agreement, which represents the original option price and number of Shares
subject to the Option, as adjusted in each case for each split of the Common
Stock occurring between the Issuance Date and the Consummation Date


 


(b)           This Option has been granted pursuant
to and is subject to the terms and conditions of the Company’s 2003 Incentive
Plan (the “Plan”), and the terms and conditions of the Plan shall be deemed to
be incorporated herein by reference and made a part of this Option.  Holder hereby acknowledges by his signature
below that he has received a copy of the Plan. 
Capitalized terms used herein shall have the meanings set forth in the
Plan, unless otherwise defined herein.


 


2.             Expiration.  This Option shall expire on June 30,
2015, unless extended or earlier terminated in accordance herewith.


 


3.             Exercise.  Except as otherwise permitted
under the Plan, this Option may be exercised or surrendered during the Holder’s
lifetime only by the Holder or his/her guardian or legal representative.  EXCEPT AS OTHERWISE PERMITTED UNDER THE PLAN,
THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR
BY THE LAWS OF DESCENT AND DISTRIBUTION. 
With the Company’s consent which may granted or withheld in its sole
discretion, Options may be transferred to certain permitted assignees, such as
certain relatives of, or entities controlled by, the Participant, as more fully
set forth in Section 8.3 of the Plan.


 


This Option shall
vest and be exercisable as follows (except as otherwise provided in this Option
Agreement or the Employment Agreement):


 


	
  Vesting Date

  	
   

  	
  Shares Vested at Vesting

  Date

  	
   

  	
  Cumulative Shares

  	
   

  
	
  June 15, 2006

  	
   

  	
  93,334

  	
   

  	
  93,334

  	
   

  
	
  June 15, 2007

  	
   

  	
  93,334

  	
   

  	
  186,668

  	
   

  
	
  June 15, 2008

  	
   

  	
  93,333

  	
   

  	
  280,001

  	
   

  
	
  June 15, 2009

  	
   

  	
  1,053,333

  	
   

  	
  1,333,334

  	
   

  



 


This Option shall
be exercised by the Holder (or by his executors, administrators, guardian or
legal representative) as to all or part of the Shares, by the giving of written
notice of exercise to the Company, 


 

















 


specifying the number of
Shares to be purchased, accompanied by payment of the full purchase price for
the Shares being purchased.  Full payment
of such purchase price shall be made at the time of exercise and shall be made (i) in
cash or by certified check or bank check or wire transfer of immediately
available funds, (ii) with the consent of the Company, by tendering
previously acquired Shares (valued at their then Fair Market Value (as defined
in the Plan), as determined by the Company as of the date of tender) that have
been owned for a period of at least six months (or such other period to avoid
accounting charges against the Company’s earnings), or (iii) with the
consent of the Company, a combination of (i) and (ii). Such notice of
exercise, accompanied by such payment, shall be delivered to the Company at its
principal business office or such other office as the Company may from time to
time direct, and shall be in such form, containing such further provisions as
the Company may from time to time prescribe. In no event may this Option be
exercised for a fraction of a Share.  The
Company shall effect the transfer of Shares purchased pursuant to an Option as
soon as practicable, and, within a reasonable time thereafter, such transfer
shall be evidenced on the books of the Company. 
No person exercising this Option shall have any of the rights of a
holder of Shares subject to this Option until certificates for such Shares
shall have been issued following the exercise of such Option.  No adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date of such
issuance.


 


4.             Tranches
Subject to Acceleration.  Pursuant
to Paragraph 2(e)(ii) of the Employment Agreement, of the 1,053,333 Shares
scheduled to vest on June 15, 2009, 466,667 Shares may be subject to
accelerated vesting if Holder shall achieve certain performance objectives to
be mutually determined by Holder and the Company at the rate of 155,556 Shares
to vest on June 30, 2007 for achievement of such performance objectives
during the Company’s fiscal year 2007, 155,556 Shares to vest on June 30,
2008 for achievement of such performance objectives during the Company’s fiscal
year 2008, and 155,555 Shares to vest on a date established by the Company for
achievement of such performance objectives during the Company’s fiscal year
2009.  In addition, pursuant to Paragraph
9(d)(i) of the Employment Agreement, if the Holder dies prior to June 15,
2009, a pro rata (based upon the amount of time between the Issuance Date and
the date of the death of the Holder) portion of 866,667 of the Shares schedule
to vest on June 15, 2009 shall immediately vest upon the death of the
Holder.


 


5.             Termination
of Employment.  In the event
of the termination of employment or separation from service of the Holder for
any reason (other than death or disability as provided below), this Option, to
the extent not previously exercised or expired, shall be deemed cancelled and
terminated on the day of such termination or separation, unless the Company
decides, in its sole discretion, to extend the term of this Option, subject to
the terms of the Plan, except that if your employment is terminated by the
Company other than for Cause (as defined in the Employment Agreement), the term
of this Option shall be extended and shall be exercisable for a period of
thirty (30) days following the date of termination.


 


6.             Death.  In the event the Holder dies while
employed by the Company or any of its subsidiaries or affiliates, this Option,
to the extent not previously expired or exercised, shall, to the extent
exercisable on the date of death, be exercisable by the estate of the Holder or
by any person who acquired this Option by bequest or inheritance, at any time
within one year after the death of the Holder, provided,
however, that if the term of such Option would expire by its terms
within six months after the Optionee’s death, the term of such Option shall be
extended until six months after the Optionee’s death.


 


7.             Disability.  In the event of the termination of
employment of the Holder or the separation from service of the Holder due to
the Disability (as defined in Paragraph 9(c) of the Employment Agreement)
of the Holder, the Holder, or his guardian or legal representative, shall have
the unqualified right to exercise any portion of this Option which has not been
previously exercised or expired and which the Holder was eligible to exercise
as of the first date of Disability, at any time within one year after such
termination or separation, provided,
however, that if the term of such Option would expire by its terms
within six months after such termination or separation, the term of such Option
shall be extended until six months after such termination or separation.


 


8.             Employment
Violation.  In consideration
of the granting and by acceptance of this Option, the Holder hereby agrees that
the terms of this Section 8 shall apply to the Option.  The Holder acknowledges and agrees that each
exercise of this Option and each written notice of exercise delivered to 


 


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the Company and executed
by the Holder shall serve as a reaffirmation of and continuing agreement by the
Holder to comply with the terms contained in this Section 8.


 


The Company and
the Holder acknowledge and agree that if the Holder materially breaches the
Employment Agreement (it being understood that any breach of the
post-termination obligations contained therein shall be deemed to be material)
for so long as the terms of the Employment Agreement shall apply to the Holder
(each an “Employment Violation”), the Company shall have the right to require (i) the
termination and cancellation of the unexercised portion of this Option, if any,
whether vested or unvested, and (ii) payment by the Holder to the Company
of the Recapture Amount (as defined below). The Company and the Holder further
agree that such termination of unexercised Options and payment of the Recapture
Amount, as the case may be, shall be in addition to, and not in lieu of, any
other right or remedy available to the Company arising out of or in connection
with any such Employment Violation including, without limitation, the right to
terminate the Holder’s employment if not already terminated, seek injunctive
relief and additional monetary damages.


 


For purposes of
this Section 8, the “Recapture Amount” shall mean the gross gain realized
or unrealized by the Holder upon each exercise of this Option during the period
beginning on the date which is twelve (12) months prior to the date of the
Holder’s Employment Violation and ending on the date of computation (the “Look-back
Period”), which gain shall be calculated as the sum of:


 


(a)           as to any Shares acquired by the
Holder upon exercise of any portion of this Option during the Look-back Period
and thereafter sold, an amount equal to the product of (x) the sales price
per Share sold minus the exercise price per Share times (y) the number of
Shares as to which this Option was exercised and which were sold at such sales
price; plus


 


(b)           as to any Shares acquired by the
Holder upon exercise and not thereafter sold, with respect to each of such
Shares an amount equal to the product of (x) the greatest of the
following: (1) the Fair Market Value per Share on the date of exercise, (2) the
arithmetic average of the per Share closing sales prices as reported on NASDAQ
for the thirty (30) trading day period ending on the trading day immediately
preceding the date of the Company’s written notice of its exercise of its
rights under this Section 8, or (3) the arithmetic average of the per
Share closing sales prices as reported on NASDAQ for the thirty (30) trading
day period ending on the trading day immediately preceding the date of
computation, minus the exercise price per Share times (y) the number of
Shares as to which this Option was exercised and which were not sold; provided,
however, in lieu of payment by the Holder to the Company of the Recapture
Amount determined pursuant to clause (b) above, the Holder, in his
discretion, may tender to the Company the Shares acquired upon exercise of this
Option during the Look-back Period and the Optionee shall not be entitled to
receive any consideration from the Company in exchange therefor.


 


9.             Registration;
Postponement.  The Company may
postpone the issuance and delivery of Shares upon any exercise of this Option
until (a) the admission of such Shares to listing on any stock exchange or
exchanges on which Shares of the Company of the same class are then listed and (b) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation as the Company shall determine to
be necessary or advisable.  The Holder
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 Shares of an
effective Registration Statement under the Securities Act of 1933, as amended,
to issue the Shares in compliance with the provisions of that or any comparable
act.  The Company shall have the right to
register the Shares underlying this Option on a Form S-8 or S-3 to
facilitate their resale by the Holder.


 


10.           Adjustments.  In the event that the Company
shall determine that any dividend or other distribution (whether in the form of
cash, shares of common stock of the Company, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of shares of common stock of the Company or other securities, the issuance of
warrants or other rights to purchase shares of common stock of the Company, or 


 


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other securities, or
other similar corporate transaction or event affects the Shares, such that an
adjustment is determined by the Company to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available to the Holder, then the Company shall, in such manner as the
Company may deem equitable, adjust any or all of (i) the number and type
of shares of common stock of the Company subject to this Option, and (ii) the
grant, option or exercise price with respect to this Option, or, if deemed
appropriate, make provision for a cash payment to the Holder.


 


11.           Delivery
of Share Certificates.  Within
a reasonable time after the exercise of this Option, the Company shall cause to
be delivered to the person entitled thereto a certificate for the Shares
purchased pursuant to the exercise of this Option.  If this Option shall have been exercised with
respect to less than all of the Shares subject to this Option, the Company
shall also cause to be delivered to the person entitled thereto a new Stock
Option Agreement in replacement of this Option Agreement if surrendered at the
time of the exercise of this Option, indicating the number of Shares with
respect to which this Option remains available for exercise, or the Company
shall make a notation in its books and records to reflect the partial exercise
of this Option.


 


12.           Withholding.  In the event that the Holder
elects to exercise this Option or any part thereof, and if the Company or any
subsidiary or affiliate of the Company shall be required to withhold any
amounts by reasons of any federal, state or local tax laws, rules or
regulations in respect of (a) the issuance of Shares to the Holder
pursuant to this Option, or (b) the exercise or disposition (in whole or
in part) of the Option, the Company or such subsidiary or affiliate shall be
entitled to deduct and withhold such amounts from any payments to be made to
the Holder. In any event, the Holder shall make available to the Company or
such subsidiary or affiliate, promptly when requested by the Company or such
subsidiary or affiliate, sufficient funds to meet the requirements of such
withholding; and the Company or such subsidiary or affiliate shall be entitled
to take and authorize such steps as it may deem advisable hi order to have such
funds available to the Company or such subsidiary or affiliate out of any funds
or property due or to become due to the Holder.


 


13.           Reservation
of Shares.  The Company hereby
agrees that at all times there shall be reserved for issuance and/or delivery
upon exercise of this Option such number of Shares as shall be required for issuance
or delivery upon exercise hereof.


 


14.           Rights
of Holder.  Nothing contained
herein shall be construed to confer upon the Holder any right to be continued
in the employ of the Company and/or any subsidiary or affiliate of the Company
or derogate from any right of the Company and/or any subsidiary or affiliate of
the Company to retire, request the resignation of, or discharge the Holder at
any time, with or without cause. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed herein and
are not enforceable against the Company except to the extent set forth herein.


 


15.           Exclusion
from Pension Computations.  By
acceptance of the grant of this Option, the Holder hereby agrees that any
income realized upon the receipt or exercise hereof, or upon the disposition of
the Shares received upon its exercise, is special incentive compensations and,
to the extent permissible under applicable law, shall not be taken into account
as “wages”, “salary” or “compensation” in determining the amount of any payment
under any pension, retirement, incentive, profit sharing, bonus or deferred
compensation plan of the Company or any of its subsidiaries or affiliates.


 


16.           Legend.  The Company may cause the
following or a similar, legend to be set forth on each certificate representing
Shares or any other security issued or issuable upon exercise of this Option
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 


 


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ACT, THE AVAILABILITY OF WHICH IS ESTABLISHED BY AN
OPINION FROM COUNSEL TO THE COMPANY.


 


17.           Amendment.  The Company may, with the consent
of the Holder, at any time or from time to time amend the terms and conditions
of this Option, and may at any time or from tune to time amend the terms of the
Plan.


 


18.           Notices.  Any notice which either party
hereto may be required or permitted to give to the other shall be in writing,
and may be delivered personally or by mail, postage prepaid, or overnight
courier, addressed as follows: if to the Company, at its office at 3100 Ocean
Park Boulevard, Santa Monica, California 90405, Attn: General Counsel, or at
such other address as the Company by notice to the Holder may designate in
writing from time to time; and if to the Holder, at the address shown below his
signature on this Option Agreement, or at 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.


 


19.           Interpretation.  A determination of the Committee
as to any questions which may arise with respect to the interpretation of the
provisions of this Option and of the Plan shall be final and binding. The
Committee may authorize and establish such rules, regulations and revisions
thereof as it may deem advisable.


 


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blank.]


 


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IN WITNESS
WHEREOF, the parties have executed this Option Agreement as of the date first
set forth above.


 


	
  Dated: July 9,
  2008

  	
  ACTIVISION
  BLIZZARD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann E. Weiser

  
	
   

  	
   

  	
  Ann E. Weiser

  
	
   

  	
   

  	
  Chief Human Resources
  Officer

  
	
  Accepted and Confirmed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Michael Griffith

  	
   

  	
   

  
	
  MICHAEL GRIFFITH

  	
   

  
				



 


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