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Activision Blizzard, Inc. – ‘10-Q’ for 6/30/18 – ‘EX-10.1’

On:  Thursday, 8/2/18, at 5:22pm ET   ·   For:  6/30/18   ·   Accession #:  1104659-18-49238   ·   File #:  1-15839

Previous ‘10-Q’:  ‘10-Q’ on 5/3/18 for 3/31/18   ·   Next:  ‘10-Q’ on 11/8/18 for 9/30/18   ·   Latest:  ‘10-Q’ on 7/31/23 for 6/30/23   ·   1 Reference:  By:  Activision Blizzard, Inc. – ‘10-K’ on 2/23/21 for 12/31/20

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/02/18  Activision Blizzard, Inc.         10-Q        6/30/18   76:12M                                    Toppan Merrill/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.59M 
 2: EX-10.1     Material Contract                                   HTML     44K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
13: R1          Document and Entity Information                     HTML     44K 
14: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    106K 
15: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     34K 
                (Parenthetical)                                                  
16: R4          Condensed Consolidated Statements of Operations     HTML     86K 
                (Unaudited)                                                      
17: R5          Condensed Consolidated Statements of Comprehensive  HTML     48K 
                Income (Unaudited)                                               
18: R6          Condensed Consolidated Statements of Cash Flows     HTML    106K 
                (Unaudited)                                                      
19: R7          Condensed Consolidated Statements of Changes in     HTML     60K 
                Shareholders' Equity (Unaudited)                                 
20: R8          Condensed Consolidated Statements of Changes in     HTML     26K 
                Shareholders' Equity (Unaudited) (Parenthetical)                 
21: R9          Description of Business and Basis of Consolidation  HTML     43K 
                and Presentation                                                 
22: R10         Summary of Significant Accounting Policies          HTML     64K 
23: R11         Recently Issued Accounting Pronouncements           HTML    213K 
24: R12         Inventories, Net                                    HTML     32K 
25: R13         Software Development and Intellectual Property      HTML     41K 
                Licenses                                                         
26: R14         Intangible Assets, Net                              HTML    102K 
27: R15         Goodwill                                            HTML     32K 
28: R16         Fair Value Measurements                             HTML    129K 
29: R17         Deferred Revenues                                   HTML     29K 
30: R18         Debt                                                HTML     92K 
31: R19         Accumulated Other Comprehensive Income (Loss)       HTML     63K 
32: R20         Operating Segments and Geographic Region            HTML    722K 
33: R21         Income Taxes                                        HTML     46K 
34: R22         Computation of Basic/Diluted Earnings Per Common    HTML     58K 
                Share                                                            
35: R23         Capital Transactions                                HTML     28K 
36: R24         Commitments and Contingencies                       HTML     26K 
37: R25         Summary of Significant Accounting Policies          HTML     89K 
                (Policies)                                                       
38: R26         Recently Issued Accounting Pronouncements (Tables)  HTML    198K 
39: R27         Inventories, Net (Tables)                           HTML     33K 
40: R28         Software Development and Intellectual Property      HTML     42K 
                Licenses (Tables)                                                
41: R29         Intangible Assets, Net (Tables)                     HTML    177K 
42: R30         Goodwill (Tables)                                   HTML     32K 
43: R31         Fair Value Measurements (Tables)                    HTML    127K 
44: R32         Debt (Tables)                                       HTML     74K 
45: R33         Accumulated Other Comprehensive Income (Loss)       HTML     61K 
                (Tables)                                                         
46: R34         Operating Segments and Geographic Region (Tables)   HTML    727K 
47: R35         Computation of Basic/Diluted Earnings Per Common    HTML     55K 
                Share (Tables)                                                   
48: R36         Description of Business and Basis of Consolidation  HTML     31K 
                and Presentation (Details)                                       
49: R37         Summary of Significant Accounting Policies          HTML     30K 
                (Details)                                                        
50: R38         Recently Issued Accounting Pronouncements -         HTML     40K 
                Narrative (Details)                                              
51: R39         Recently Issued Accounting Pronouncements -         HTML     66K 
                Modified Retrospective Method - Adjusted Condensed               
                Consolidated Balance Sheet (Details)                             
52: R40         Recently Issued Accounting Pronouncements -         HTML    147K 
                Schedule of Impact of Adoption on Condensed                      
                Consolidated Financial Statements (Details)                      
53: R41         Inventories, Net (Details)                          HTML     34K 
54: R42         Software Development and Intellectual Property      HTML     33K 
                Licenses (Details)                                               
55: R43         Intangible Assets, Net - Schedule of Intangible     HTML     80K 
                Assets, Net (Details)                                            
56: R44         Intangible Assets, Net - Schedule of Future         HTML     39K 
                Amortization (Details)                                           
57: R45         Goodwill (Details)                                  HTML     32K 
58: R46         Fair Value Measurements - Recurring Basis           HTML     74K 
                (Details)                                                        
59: R47         Fair Value Measurements - Foreign Currency Forward  HTML     46K 
                Contracts (Details)                                              
60: R48         Fair Value Measurements Fair Value Measurements -   HTML     28K 
                Non-Recurring Basis (Details)                                    
61: R49         Deferred Revenue (Details)                          HTML     31K 
62: R50         Debt - Credit Facilities (Details)                  HTML     39K 
63: R51         Debt - Unsecured Senior Notes, Interest Expense     HTML     83K 
                and Financing Costs, and Additional Information                  
                (Details)                                                        
64: R52         Debt - Summary of Debt (Details)                    HTML     53K 
65: R53         Debt - Schedule of Maturities (Details)             HTML     42K 
66: R54         Accumulated Other Comprehensive Income (Loss)       HTML     49K 
                (Details)                                                        
67: R55         Operating Segments and Geographic Region (Details)  HTML    258K 
68: R56         Income Taxes (Details)                              HTML     60K 
69: R57         Computation of Basic/Diluted Earnings Per Common    HTML     45K 
                Share - Computation EPS (Details)                                
70: R58         Computation of Basic/Diluted Earnings Per Common    HTML     32K 
                Share (Details)                                                  
71: R59         Capital Transactions - Repurchase Program           HTML     31K 
                (Details)                                                        
72: R60         Capital Transactions - Dividends (Details)          HTML     29K 
73: R9999       Uncategorized Items - atvi-20180630.xml             HTML     25K 
75: XML         IDEA XML File -- Filing Summary                      XML    136K 
74: EXCEL       IDEA Workbook of Financial Reports                  XLSX    100K 
 7: EX-101.INS  XBRL Instance -- atvi-20180630                       XML   4.88M 
 9: EX-101.CAL  XBRL Calculations -- atvi-20180630_cal               XML    195K 
12: EX-101.DEF  XBRL Definitions -- atvi-20180630_def                XML    555K 
10: EX-101.LAB  XBRL Labels -- atvi-20180630_lab                     XML   1.34M 
11: EX-101.PRE  XBRL Presentations -- atvi-20180630_pre              XML    847K 
 8: EX-101.SCH  XBRL Schema -- atvi-20180630                         XSD    148K 
76: ZIP         XBRL Zipped Folder -- 0001104659-18-049238-xbrl      Zip    273K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 10.1

 

As adopted by the Board on

May 1, 2018

 

 

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 an employee of the Company or any of its subsidiaries.

 

 

Cash Compensation

 

 

Annual Retainers

·            Board Member

$90,000

·            Chair of the Board

$150,000

·            Lead Independent Director

$50,000

·            Chair of the Audit Committee

$40,000

·            Chair of the Compensation Committee

$40,000

·            Chair of the Nominating and Corporate Governance Committee

$30,000

·            Audit Committee Member (other than the Chair)

$11,000

·            Compensation Committee Member (other than the Chair)

$5,500

·            Nominating and Corporate Governance Committee Member (other than the Chair)

$5,500

 

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 2½ months following the last date of the Company’s fiscal year for which the retainer relates.

 

·            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 2½ months following the last date of the Company’s fiscal year for which the retainer relates.

 

 

1



 

 

 

·            Fees will be prorated for partial years of service, with partial months of service credited for full months.

 

 

Restricted Stock Units

 

 

New Appointment/Election RSU Grant

·                                         Each newly elected or appointed Non-Affiliated Director will receive a grant of RSUs with a grant date value of $250,000 (the exact number of RSUs to be determined by dividing $250,000 by the NASDAQ Official Closing Price of the Company’s stock on the date of grant) upon initial election or appointment to the Board.  If a Non-Affiliated Director is newly elected or appointed at any time other than at the Board meeting immediately following the annual meeting of shareholders, then the $250,000 grant date value will be pro-rated by reference to the expected amount of time from the date of such appointment or election until the Company’s next annual meeting of stockholders.

 

Annual RSU Grant

·            Each Non-Affiliated Director will receive an annual grant of RSUs with a grant date value of $250,000 (the exact number of RSUs to be determined by dividing $250,000 by the NASDAQ Official Closing Price of the Company’s stock on the date of grant) upon re-election to the Board.

 

Grant Date

·            RSU grants will be approved by the Board promptly following election, appointment or re-election to the Board and will be made three business days following the date of the Board’s approval of such grant.

 

Vesting

·            All RSUs will vest ratably on a quarterly basis over the one-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.

 

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 as of the date on which the business combination or similar transaction is consummated.

 

Dividend Equivalents

·            The RSUs will not be entitled to receive any payment, payment-in-kind or any equivalent with regard to any cash or other dividends that are declared and paid on the Company’s common stock.

 

Award Agreement

·   RSUs will be granted pursuant to the Company’s 2014 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.

 

 

2



 

 

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.

 

 

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:

 

o               the NASDAQ Official Closing Price of the Company’s common stock on that day; and

 

o               the NASDAQ Official Closing Price of the Company’s common stock 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.

 

 

3



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:8/2/188-K
For Period end:6/30/18
5/1/18
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/21  Activision Blizzard, Inc.         10-K       12/31/20  117:17M                                    Workiva Inc Wde… FA01/FA
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Filing Submission 0001104659-18-049238   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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