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Non-Affiliated Director Compensation Program

Executive Compensation Plan Agreement

Non-Affiliated Director Compensation Program | Document Parties: ACTIVISION BLIZZARD, INC. | Activision Blizzard, Inc You are currently viewing:
This Executive Compensation Plan Agreement involves

ACTIVISION BLIZZARD, INC. | Activision Blizzard, Inc

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Title: Non-Affiliated Director Compensation Program
Date: 8/7/2009
Industry: Software and Programming     Sector: Technology

Non-Affiliated Director Compensation Program, Parties: activision blizzard  inc. , activision blizzard  inc
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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 60 th  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 2½ 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 60 th  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 2½ 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.

 

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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 10 th  anniversary of the date of grant.

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