Exhibit 10.6


 


Adopted by the Board of Directors
on June 5, 2009


 


Activision Blizzard, Inc.


 


Non-Affiliated Director Compensation Program and


 


Director 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
  - $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-Affiliated Director will receive a grant of 40,000 stock
  options upon initial election or appointment to the Board. 

  



 


1

















 


	
   

  	
   

  	
  Annual Option Grant

   

  ·                  Each Non-Affiliated
  Director will receive an annual grant of 20,000 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 40,000 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.

   

  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.

  



 


2

















 


	
  Restricted Stock Units 

  	
   

  	
  New
  Appointment/Election RSU Grant

   

  ·                  Each newly elected or
  appointed Non-Affiliated Director will receive a grant of 20,000 RSUs upon
  initial election or appointment to the Board.

   

  Annual
  RSU Grant

   

  ·                  Each Non-Affiliated
  Director will receive an annual grant of 10,000 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 20,000 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.

   

  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.

  



 


3

















 


	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
  Perquisites

  	
   

  	
  Directors
  do not receive perquisites.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  Director
  Stock Ownership Guidelines

  	
   

  	
  ·                                          Each Director
  is required, within four years following his or her first election to the
  Board, to own shares of the Company’s common stock (including any restricted
  shares of common stock or restricted share units) having an aggregate value
  at least equal to three times the amount of the annual cash retainer that we
  then pay such director for 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.

   

  ·                                          Directors are
  subject to these guidelines for as long as they continue to serve on the
  Board.

  



 


4