Exhibit 10.104

 

As adopted by the Board of Directors on

October 21, 2011

 

Activision Blizzard, Inc.

 

Non-Affiliated Director Compensation Program and

 

Stock Ownership Guidelines

 

 

	
Non-Affiliated   Director
    	
 
    	
For   purposes of this program, a “Non-Affiliated Director”   is any director of the Company that is not also (i) an employee of the   Company or any of its subsidiaries or (ii) an employee of a majority   shareholder or any of its controlled affiliates.
    
	
 
    	
 
    	
 
    
	
Cash   Compensation
    	
 
    	
Annual   Retainers:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      Board   Member - $55,000
    
	
 
    	
 
    	
·      Chairman of the Audit   Committee - $27,500
    
	
 
    	
 
    	
·      Chairman   of the Compensation Committee - $22,000
    
	
 
    	
 
    	
·      Chairman   of the Nominating and Corporate Governance Committee - $16,500
    
	
 
    	
 
    	
·      Audit   Committee Member - $11,000
    
	
 
    	
 
    	
·      Compensation   Committee Member - $5,500
    
	
 
    	
 
    	
·      Nominating   and Corporate Governance Committee Member - $5,500
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Meeting   Fees:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      For   each board or committee meeting attended in person or by telephone - $3,300
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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) - $5,500
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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.
    


 

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Stock   Options
    	
 
    	
New   Appointment/Election Option Grant
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      Each   newly elected or appointed Non-Affiliated Director will receive a grant of   44,000 stock options upon initial election or appointment to the Board.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Annual   Option Grant
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      Each   Non-Affiliated Director will receive an annual grant of 22,000 stock options   annually upon re-election to the Board.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Tenth   Year Option Grant
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      In the year   that a Non-Affiliated Director completes ten continuous years of service on   the Board, the director will receive a grant of 44,000 stock options.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      The tenth   year grant is in lieu of the annual grant for the applicable year.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Grant   Date
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      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.
    


 

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Award   Agreement
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      Options   will be granted pursuant to the Company’s 2008 Incentive Plan and will be   subject to the terms of the applicable Non-Affiliated   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-Affiliated Director will receive a grant of   22,000 RSUs upon initial election or appointment to the Board.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Annual   RSU Grant
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      Each   Non-Affiliated Director will receive an annual grant of 11,000 RSUs annually   upon re-election to the Board.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Tenth   Year RSU Grant
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      In the   year that a Non-Affiliated Director completes 10 continuous years of service   on the Board, the director will receive a grant of 22,000 RSUs.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      The tenth   year grant is in lieu of the annual grant for the applicable year.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Grant   Date
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      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.
    


 

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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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Award   Agreement
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·      RSUs will be granted pursuant to the Company’s 2008 Incentive   Plan and will be subject to the terms of the applicable Non-Affiliated   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.
    
	
 
    	
 
    	
 
    
	
Other   Benefits
    	
 
    	
As   determined by the Board   from time-to-time.
    
	
 
    	
 
    	
 
    
	
Affiliated   Directors
    	
 
    	
·              Directors who are   employees of the Company or any of its subsidiaries 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 any of its   controlled affiliates will not be entitled to compensation as a director.
    
	
 
    	
 
    	
 
    
	
Plan   Administration
    	
 
    	
The   human resources and the legal departments will administer the Non-Affiliated   Directors’ compensation program.
    
	
 
    	
 
    	
 
    
	
Non-Affiliated   Director Stock Ownership Guidelines
    	
 
    	
·              Each Non-Affiliated Director is required, within four   years following his or her first election to the Board, to beneficially own   (within the meaning of Rule 13d-3 promulgated under the Securities Exchange   Act of 1934, as amended) shares of the Company’s common stock (including any   restricted shares of common stock or restricted share units payable in shares   of the Company’s common stock) having an aggregate value at least equal to   five times the amount of the annual cash Board retainer that we then pay such   director for regular service on the Board.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·              For purposes of determining compliance with the share   ownership guidelines, the aggregate value of the shares owned by the director   is calculated as of January 2nd of each applicable year (or if such date is   not a trading date, the next trading date) based on the higher of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  the closing   price of the Company’s common stock as quoted on the NASDAQ National Market   on that day; and
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  the closing price of the Company’s   common stock as quoted on the NASDAQ National Market on the date of grant (or   if such date is not a trading date, the next trading date), for any shares awarded   to the director by the Company, and the actual cost to the director, for any   other shares (e.g., with respect to shares   acquired through the exercise of stock options, the exercise price).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·              Non-Affiliated Directors are subject to these   guidelines for as long as they continue to serve on the Board.
    


 

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