Exhibit 10.22


 


ACTIVISION BLIZZARD, INC.


 


AMENDED AND RESTATED 

RESTRICTED STOCK AWARD AGREEMENT


 


You have been awarded
restricted shares of the Company’s common stock, $0.000001 par value per share
(“Restricted Stock”), subject to the following terms and conditions:


 


	
  ·      Name of Grantee:

  	
   

  	
  Michael Griffith

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·      Total Number of Shares of Restricted Stock Awarded:

  	
   

  	
  155,763 (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ·      Date of Grant:

  	
   

  	
  June 15, 2005

  



 


·                  This award of Restricted Stock was made as of June 15,
2005 made as a material inducement for the Grantee to enter into 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). 
This award of Restricted Stock is governed by the terms of the
Employment Agreement and the terms of the Amended and Restated Restricted Stock
Award Terms attached hereto as Exhibit A.  In addition, this award of Restricted Stock
is granted under and subject to the terms and conditions of the Company’s 2003
Incentive Plan (the “Plan”), the terms, conditions and definitions of which are
hereby incorporated herein as though set forth at length, and the receipt of a
copy of which the Grantee hereby acknowledges by his signature on the
irrevocable stock attached hereto as Exhibit B.  Capitalized terms used herein shall have the
meanings set forth in the Plan, unless otherwise defined herein.


 


·                  This award of Restricted
Stock is conditioned upon your endorsement in blank of the irrevocable stock
power attached hereto as Exhibit B. 
If you do not return the attached irrevocable stock power within sixty
(60) days from the Date of Grant, this award shall be deemed forfeited. As
such, promptly endorse and return the attached irrevocable stock power to the
General Counsel at the following address:


 


Activision Blizzard, Inc.


3100 Ocean Park Boulevard


Santa Monica, CA 90405


Attn: Chief Legal Office


 


·                  If you wish to elect a designated beneficiary to whom
shares of common stock otherwise due to you pursuant to the terms of this award
shall be distributed in the event of your death prior to distribution, please
complete and return to the General Counsel along with your irrevocable stock
power the beneficiary designation form attached hereto as Exhibit C.


 


	
  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

  	
   

  
				



 

















 


(1) Amount equal to
$2,000,000 divided by the closing price of ATVI stock as reported on closing on
NASDAQ on June 15, 2005, as adjusted for each split of the Common Stock
occurring between that date and the Consummation Date.


 

















 


EXHIBIT A


 


ACTIVISION BLIZZARD, INC.


 


AMENDED AND RESTATED

RESTRICTED STOCK AWARD TERMS


 


Activision
Blizzard, Inc., a Delaware corporation (“Company”), has granted you (“Grantee”)
an award of restricted stock pursuant to the terms and conditions set forth in
your Amended and Restated Notice of Restricted Stock Award (“Grant Notice”),
these Amended and Restated Restricted Stock Award Terms (“Award Terms”) and
your Employment Agreement (defined in the Grant Notice).  In addition, this award of Restricted Stock
is subject to the terms and conditions of the Company’s 2003 Incentive Plan
(the “Plan”), the terms, conditions and definitions of which are hereby
incorporated herein as though set forth at length, and the receipt of a copy of
which the Grantee hereby acknowledges by his signature on the irrevocable stock
power attached to the Grant Notice as Exhibit B.  Capitalized terms used herein shall have the
meanings set forth in the Plan, unless otherwise defined herein.  The text of the Plan and the Grant Notice are
incorporated herein by reference and made a part of these Award Terms.


 


1.             Definitions.  For purposes of this Award, the following
terms shall have the meanings set forth below:


 


“Anniversary Date” means the annual
anniversary of the Date of Grant.


 


“Award” means this Restricted Stock Award.


 


“Board” means the Board of Directors of the
Company.


 


“Code” means the Internal Revenue Code of
1986, as amended, and regulations thereunder.


 


“Committee” means the Compensation Committee
of the Board or such other Board committee designated by the Board in
accordance with the Plan.


 


“Common Stock” means the Company’s common
stock, $0.000001 par value per share.


 


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


 


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


 


“Disability” shall have the meaning set
forth in the Employment Agreement.


 


“Grant Notice” means the Notice of
Restricted Stock Award accompanying these Award Terms.


 


“Plan” means the Activision, Inc. 2003
Incentive Plan, as amended from time to time.


 


“Restricted Shares” means shares of Common
Stock subject to the Award which are subject to the Restrictions.  This amount shall include any additional
shares of Common Stock resulting from the investment of dividends declared on
existing Restricted Shares pursuant to Section 6 hereof and additional or
different securities issued as a result of any adjustment pursuant to Section 10
hereof.


 


“Restrictions” means the restrictions set forth in Section 3
hereof which are imposed on shares of Common Stock subject to this Agreement
prior to vesting.


 

















 


“Vested Shares” means the shares of Common Stock subject to this
Agreement which have become vested pursuant to Section 4 or 5 hereof and
are, therefore, no longer subject to the Restrictions.


 


2.             Grant of Restricted Stock.  Pursuant to action of the Board and in
accordance with the Employment Agreement, the Company hereby awards to Grantee
the number of shares of Common Stock as set forth on the Grant Notice.


 


3.             Restrictions.  From the Date of Grant until the date Grantee
obtains a vested right to shares of Common Stock subject to this Award pursuant
to Section 4, 5 or 10 hereof, neither the shares of Common Stock subject
to this Award (including any additional shares resulting from the reinvestment
of dividends declared on the original shares awarded or an adjustment of the
original shares pursuant to Section 10 hereof) nor any right or privilege
pertaining thereto may be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed or encumbered in any way, otherwise than by transfer to a
trust in accordance with Section 15 hereof, and shall not be subject to
execution, attachment or similar process (collectively, the “Restrictions”).
Any attempt to sell, transfer, assign, pledge, hypothecate or otherwise dispose
of or encumber the Restricted Shares or any right or privilege pertaining
thereto, otherwise than by transfer to a trust pursuant to Section 16
hereof, shall be null and void and of no force and effect.  Upon the lapse of the Restrictions with
respect to any shares of Common Stock subject to this Award, Grantee shall
obtain a vested right to such shares of Common Stock.


 


4.             Vesting.  Except as otherwise provided in Section 5
or 10, provided that Grantee remains in continuous employment with the Company
or any of its subsidiaries or affiliates on the applicable date, the
Restrictions with respect to the original number of Restricted Shares set forth
on the Grant Notice shall lapse in two installments, with one-third of the
shares to vest on the third Anniversary Date and two-thirds of the shares to
vest on the fourth Anniversary Date, as adjusted to account for additional
shares of Common Stock resulting from dividend reinvestment pursuant to Section 6
hereof or any adjustment pursuant to Section 9 hereof.  Fractional shares shall be rounded up to the
nearest whole share of Common Stock (for which purpose one-half share shall be
rounded up to the nearest whole share of Common Stock).  Upon termination of Grantee’s employment with
the Company and its subsidiaries and affiliates for any reason other than death
or Disability, whether by action of Grantee or the Company, any remaining
Restricted Shares which have not become vested in accordance with this Section 4
shall immediately be forfeited to the Company without payment of consideration
by the Company.


 


5.             Tax Withholding.  Upon the lapse of the Restrictions (or any
such earlier time, if any, that an election is made under Section 83(b) of
the Code, or any successor provision thereto, to include the value of such
shares in taxable income), the Company shall be entitled to withhold from
Grantee’s compensation any required taxes, including, but not limited to,
Grantee’s social security and Medicare taxes and federal, state and local
income tax with respect to the income arising from the lapse of the
Restrictions.  The Company shall have the
right to require the payment of any such taxes before delivering the stock
certificate with respect to the Vested Shares and the related stock power held
by the Company in accordance with Section 6 hereof.  Alternatively, in lieu of such withholding,
Grantee shall be entitled to cover all or any part of the taxes arising from
the lapse of the Restrictions through a reduction of the number of Vested
Shares delivered to Grantee or a delivery, or tender, to the Company of shares
of Common Stock already held by Grantee, in each case valued in the same manner
as used in computing withholding taxes under the applicable laws.  Additionally, to the extent it is determined
by a regulatory agency or a court of competent jurisdiction that shares of
Common Stock which would otherwise be considered Restricted Shares pursuant to
the terms of the Award nevertheless result in current federal or state
taxation, (i) all Restrictions as to such shares shall immediately lapse, (ii) such
shares shall immediately become Vested Shares and (iii) Grantee shall be
entitled to cover all or any part of the taxes through a reduction of such Restricted
Shares resulting in the taxable event.


 


6.             Custody, Voting and Dividends.  Restricted Shares shall be held in
certificated form by the Company or its agent for Grantee’s account, with
appropriate notation of the Restrictions made in the Company’s records and on
the certificate for the Restricted Shares, Additionally, the grant of
Restricted Shares is conditioned upon Grantee’s endorsement in blank of the
irrevocable stock power attached to the 


 

















 


Grant Notice as Exhibit B.
The irrevocable stock power must be endorsed and returned to the General
Counsel within sixty (60) days from the Date of Grant.  Failure to do so within the prescribed time
period will result in an immediate forfeiture of the Restricted Shares.  At the option of the Grantee, any dividends
declared on Restricted Shares shall be reinvested in additional shares of
Common Stock (in accordance with such methods or procedures as shall be
established from time to time by the Committee), which shall vest concurrently
with the Restricted Shares, or shall be paid to the Grantee concurrently with
the payment of such dividends to all other record holders of Common Stock.  To the extent the Restricted Shares have not
been forfeited, Grantee shall be entitled to voting privileges associated with
the Restricted Shares.


 


7.             Lapse of Restrictions.  If, and when, the Restrictions lapse, the
Company shall distribute certificates for such Vested Shares to the Grantee,
which will not bear any restrictive legend other than such legends as may be
required pursuant to applicable securities or blue sky laws.  Additionally, the Company will deliver to
Grantee no later than thirty (30) days following the lapse of such Restrictions
the related irrevocable stock power held by the Company pursuant to Section 6
hereof.


 


8.             Committee Discretion.  The Committee shall have plenary authority to
(a) interpret any provision of these Award Terms, (b) make any
determinations necessary or advisable for the administration of the Award, and (c) waive
any conditions or rights under the Award, or amend, alter, accelerate, suspend,
discontinue or terminate the Award; provided, however, that, except as provided
in Section 9 hereof, without the consent of Grantee, no such amendment,
alteration, suspension, discontinuation or termination of this Award may impair
the rights of Grantee with the Award or modify the Award in any way materially
inconsistent with the terms of Employment Agreement.


 


9.             Adjustments.  Notwithstanding anything to the contrary
herein, in the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, shares or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Restricted Shares such that
an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the rights of Grantee under this Award, then
the Committee shall, in such manner as it may deem equitable, make any
adjustments to the Award it deems appropriate. In addition, the Committee is
authorized to make such adjustments as it deems appropriate in the terms and
conditions of, and the criteria included in, the Award in recognition of
unusual or nonrecurring events (including, without limitation, events described
in the preceding sentence) affecting the Company or any subsidiary or affiliate
or the financial statements of the Company or any subsidiary or affiliate, or
in response to changes in applicable laws, regulations or accounting
principles.


 


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


 


11.           Beneficiary Designations.  Grantee shall file with the Executive Vice
President of Human Resources on the form attached to the Grant Notice as Exhibit C,
or such other form as may be prescribed by the Company, a designation of a
primary beneficiary(ies) and a contingent beneficiary(ies) to whom shares of
Common Stock otherwise due to Grantee pursuant to the terms hereof shall be
distributed in the event of the death of Grantee prior to distribution.  Grantee shall have the right to change the
beneficiary from time to time; provided, however, that any change shall not
become effective until received in writing by the secretary of the Company or
its designee.  If any designated
beneficiary survives Grantee but dies before receiving all of Grantee’s
benefits hereunder to which he or she is entitled, any remaining benefits due
Grantee to which the deceased beneficiary is entitled shall be distributed to
the deceased 


 

















 


beneficiary’s
estate.  If there is no effective
beneficiary designation on file at the time of Grantee’s death, or if the
designated primary beneficiary(ies) and contingent beneficiary(ies) predecease
Grantee, the payment of benefits shall be made to Grantee’s estate.


 


12.           Legend.  The Company may cause the following or a
similar legend to be set forth on each certificate representing Restricted
Shares or any other security issued 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 ACT, THE AVAILABILITY OF WHICH IS
ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.


 


13.           No Right to Continued Employment.
Nothing in these Award Terms shall be deemed to create any limitation or
restriction on such rights as the Company otherwise would have to terminate the
employment of Grantee at any time for any reason.


 


14.           Governing Law.  To the extent federal law does not otherwise
control, the validity, interpretation, performance and enforcement of this
Award shall be governed by the laws of the State of California, without giving
effect to principles of conflicts of laws thereof.


 


15.           Successors and Assigns.  The provisions of this Award shall be binding
upon and inure to the benefit of the Company, its successors and assigns, and
Grantee and, to the extent applicable, Grantee’s legal representative.  Grantee may transfer Restricted Shares to the
trustee of a trust only to the extent approved in advance by the Committee (or
its designee), in its sole discretion, and the Restricted Shares are held by
such trustee subject to all the terms and conditions set forth in this Award.
Furthermore, as a condition to transfer, the Committee (or its designee) shall
have the authority to require the trustee to execute any documentation deemed
appropriate by the Committee (or its designee) to ensure the Restricted Shares
will continue to be subject to the terms and conditions set forth in this
Award.


 

















 


EXHIBIT B


 


IRREVOCABLE STOCK POWER


 


FOR VALUE
RECEIVED, and pursuant to the Restricted Stock Award dated as
of                    (the
“Award”), the undersigned does hereby sell, assign, transfer and convey to


 


Activision Blizzard, Inc.(the
“Company”)                    
shares of Activision Blizzard, Inc. common stock, $0.000001 par value,
represented by Certificate(s) No.                    
, and hereby irrevocably constitutes and appoints
                    
to transfer said stock on the books of the


Company, with full power
of substitution in the premises.


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Name

  	
  Middle Name

  	
  Last Name

  	
  Date

  



 


Instructions: Please do not fill in any blanks other
than the signature line.  The purpose of
this irrevocable stock power is to enable the Company to exercise full
ownership and control over the restricted stock subject to the Award in the
event of forfeiture.


 

















 


EXHIBIT C


 


ACTIVISION BLIZZARD, INC.


 


Restricted Stock Award dated as
of              ,
20


 


Designation of Beneficiary


 


I,
                                                                                  
(“Grantee”), hereby designate


 


PRIMARY


 


	
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  PRIMARY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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as my primary
beneficiary(ies) for purposes of the above-referenced award (“Award”). In the
event of my death prior to the distribution of all shares of Common Stock
otherwise due to me pursuant to the Award, such primary beneficiary(ies) shall
receive the remaining amount in equal shares. If none of the above-named
primary beneficiary(ies) survive me, the remaining amount of shares of Common
Stock shall be distributed in equal shares to those then living of the
following person(s):


 


SECONDARY


 


	
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It is understood that
this Designation of Beneficiary is made pursuant to the Award and is subject to
the conditions stated therein.  It is
further understood that all prior designations of beneficiary under the Award
are hereby revoked and that this Designation of Beneficiary may only be revoked
in writing, signed by Grantee and filed with the Company prior to Grantee’s
death.


 


	
   

  	
   

  	
   

  
	
  Date

  	
  Grantee

  



 

















 


ACKNOWLEDGED
AND ACCEPTED BY THE 

COMPANY:


 


	
   

  	
   

  	
   

  
	
  Date

  	
  Signature of Company
  Representative