Exhibit
10.24


 


ACTIVISION
BLIZZARD, INC.


 


2007
INCENTIVE PLAN


 


NOTICE OF STOCK OPTION AWARD


 


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


 


·                  Your name:  Michael Griffith


 


·                  Total number of Shares purchasable upon exercise of the Option
awarded:  50,000


 


·                  Exercise Price:  US$32.55 per Share


 


·                  Date of Grant:  July 11, 2008


 


·                  Expiration Date:  July 11,
2018


 


·                  Grant ID:  07001010


 


·                  Your Award of the 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”);


 


·                  your Employment Agreement with the Company, dated as
of June 15, 2005 and amended on December 1, 2007 (the “Amended Employment
Agreement”); and


 


·                  the Company’s 2007
Incentive Plan, the receipt of a copy of which you hereby acknowledge.


 


·                  Your Stock Option Award has
been made as a material inducement to your continuing employment with the
Company pursuant to the Amended Employment Agreement.


 


·                  Schedule for Vesting: 
Except as otherwise provided under the Award Terms, the Option awarded
to you will vest and become exercisable as follows, provided you remain
continuously employed by the Company Group through such date:


 


	
  Schedule for Vesting

  	
   

  
	
  Date of Vesting

  	
   

  	
  No. of Shares

  Vesting at Vesting 

  Date

  	
   

  	
  Cumulative No. of 

  Shares Vested at 

  Vesting Date

  	
   

  
	
  July 9,
  2009

  	
   

  	
  16,667

  	
   

  	
  16,667

  	
   

  
	
  July 9,
  2010

  	
   

  	
  16,667

  	
   

  	
  33,334

  	
   

  
	
  July 9,
  2011

  	
   

  	
  16,666

  	
   

  	
  50,000

  	
   

  



 


·                  The 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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Ann E. Weiser

  
	
   

  	
  Ann
  E. Weiser

  
	
   

  	
  Chief
  Human Resources Officer

  
	
   

  	
  Date:

  	
  /s/ September 29,
  2008

  



 


 


	
  ACCEPTED AND AGREED:

  
	
   

  
	
   

  
	
  /s/
  Michael Griffith

  	
   

  	
   

  
	
  Michael Griffith

  
	
   

  
	
  Date:

  	
  /s/ October 31, 2008

  	
   

  
				



 


2

















 


EXHIBIT
A


 


ACTIVISION BLIZZARD, INC.


 


2007 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.


 


“Cause” has the meaning given to such term in
the Amended Employment Agreement.


 


“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.  For the avoidance of doubt, the
term “Common Shares” as used in these Award Terms shall include “Common Stock”
as such term is used in the Employment Agreement.


 


“Company Group” has the meaning given to such term in the Amended
Employment Agreement.


 


“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” has the meaning given to such term in
the Amended Employment Agreement.


 


“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, these Award Terms and the Amended Employment Agreement.


 


“Plan” means the Activision, Inc. 2007 Incentive Plan, as amended from
time to time.


 


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


 


“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 or the Grant Notice.


 


2.             Expiration.  The 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 Option shall vest, and thereupon become
exercisable, in accordance with the “Schedule for Vesting” set forth on the
Grant Notice.


 


(b)           Exercisable
Only by Holder.  Except as otherwise
permitted under the Plan or Section 10 hereof, the 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 Option may be
exercised by the Holder as to all or any of the Shares as to which the 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 Option must be accompanied by full payment of the aggregate
Exercise Price of the Shares being purchased. 
Such payment shall be made (i) by bank check or certified check or
wire transfer of immediately available funds, (ii) 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.
and with the Company’s consent, through the delivery of irrevocable written
instructions, in 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 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 


 


A-2

















 


of the Shares being purchased, or (iii) with the
Company’s consent, any combination of (i) or (ii) above.


 


(e)           No
Fractional Shares.  In no event may
the 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 Option.


 


(g)           Issuance
and Delivery of Shares.  As soon as
practicable (and, in any event, within 30 days) after the valid exercise of the
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 12
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 Option shall have
been exercised with respect to less than all of the Shares purchasable upon
exercise of the Option, the Company shall make a notation in its books and
records to reflect the partial exercise of the Option and the number of Shares
that thereafter remain available for purchase upon exercise of the Option.


 


4.             Termination of Employment.


 


(a)           Cause.  In the event that the Holder’s employment is
terminated by the Company or any of its subsidiaries or affiliates for Cause, as
of the date of such termination of employment the Option shall (i) cease
to vest, if not then fully vested, (ii) no longer be exercisable, whether
or not vested, and (iii) be immediately cancelled.


 


(b)           Death
or Disability.  Unless the Committee
determines otherwise, in the event that the Holder dies while employed by the
Company or any of its subsidiaries or affiliates or the Holder’s employment
with the Company or any of its subsidiaries or affiliates is terminated due to
the Holder’s Disability, the Option shall (i) cease to vest as of the date
of the Holder’s death or the first date of such Disability (as determined by
the Committee), as the case may be, and (ii) to the extent vested as of
the date of the Holder’s death or such first date of such Disability, as the
case may be, 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
such termination of employment, as the case may be, and (B) the Expiration
Date, after which the Option shall no longer be exercisable and shall be
cancelled.


 


(c)           Other.  Unless the Committee determines otherwise, in
the event that the Holder’s employment is terminated for any reason not
addressed by Section 4(a) or 4(b) hereof, the Option shall (i) cease
to vest as of the date of such termination of employment and (ii) to the
extent vested as of the date of such termination of employment, be exercisable
in accordance with these Award Terms until the earlier of (A) the 30th day
after the date of such termination of 


 


A-3

















 


employment  and
(B) the Expiration Date, after which the Option shall no longer be
exercisable and shall be cancelled.


 


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 Option, the issuance or transfer of
any Shares upon exercise of the Option or otherwise in connection with the
Award at the time such Withholding Taxes become due.  The Holder shall be entitled to satisfy any
Withholding Taxes contemplated by this Section 5:  (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.
and with the Company’s consent, through the delivery of irrevocable written
instructions, in 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 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; or (c) with the Company’s
consent, by any combination of (a) and (b) above.  Notwithstanding anything to the contrary
contained herein, (i) the Company or any of its subsidiaries or affiliates
shall have the right to withhold from 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 Option unless and
until all Withholding Taxes contemplated by this Section 5 have been
satisfied.


 


6.             Reservation
of Shares.  The Company shall at all
times reserve for issuance or delivery upon exercise of the 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 of the Code.


 


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 


 


A-4

















 


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, or (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 Option may not be exercised, and
the Option and Shares purchasable upon exercise of the 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, or maintain the registration,
qualification or listing of, the 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 Option
or Shares, to issue or transfer the 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 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 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 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.           Section 409A.  Payments contemplated with respect to the
Award are intended to be exempt from Section 409A of the Code, 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 of the Code.  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 of the Code
and (ii) if any 


 


A-5

















 


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 a penalty
tax under Section 409A of the Code, 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 penalty tax.


 


12.           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.”


 


13.           No
Right to Continued Employment. 
Nothing contained in the Grant Notice or these Award Terms shall be
construed to confer upon the Holder any right to be continued in the employ of
the Company or any of its subsidiaries or affiliates or derogate from any right
of the Company or any of its subsidiaries or affiliates to retire, request the
resignation of, or discharge the Holder at any time, with or without Cause.


 


14.           No
Rights as Stockholder.  No holder of
the 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.


 


15.           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.


 


16.           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.


 


17.           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.


 


18.           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 such other address as the Company by notice to
the Holder may designate in writing from time to 


 


A-6

















 


time; and (b) if to the Holder, at the address
shown in the Amended Employment Agreement 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.


 


19.           Conflict
with Employment Agreement or Plan. 
In the event of any conflict between the terms of the Amended Employment
Agreement and the terms of the Grant Notice or these Award Terms, the terms of
the Grant Notice or these Award Terms, as the case may be, shall control.  In the event of any conflict between the
terms of the Amended Employment Agreement, the Grant Notice or these Award
Terms and the terms of the Plan, the terms of the Plan shall control.


 


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


 


A-7