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Activision Blizzard, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.26’

On:  Thursday, 2/28/19, at 4:25pm ET   ·   For:  12/31/18   ·   Accession #:  1047469-19-788   ·   File #:  1-15839

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

 2/28/19  Activision Blizzard, Inc.         10-K       12/31/18  134:17M                                    Toppan Merrill-FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.75M 
 2: EX-10.20    Material Contract                                   HTML    225K 
 3: EX-10.21    Material Contract                                   HTML    243K 
 4: EX-10.24    Material Contract                                   HTML    122K 
 5: EX-10.26    Material Contract                                   HTML     97K 
 6: EX-10.27    Material Contract                                   HTML     98K 
 7: EX-10.28    Material Contract                                   HTML     55K 
 8: EX-21.1     Subsidiaries List                                   HTML     38K 
 9: EX-23.1     Consent of Experts or Counsel                       HTML     35K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     37K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
20: R1          Document and Entity Information                     HTML     68K 
21: R2          Consolidated Balance Sheets                         HTML    122K 
22: R3          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
23: R4          Consolidated Statements of Operations               HTML    116K 
24: R5          Consolidated Statements of Comprehensive Income     HTML     59K 
25: R6          Consolidated Statements of Changes in               HTML     90K 
                Shareholders' Equity                                             
26: R7          Consolidated Statements of Changes in               HTML     38K 
                Shareholders' Equity (Parenthetical)                             
27: R8          Consolidated Statements of Cash Flows               HTML    138K 
28: R9          Description of Business                             HTML     51K 
29: R10         Summary of Significant Accounting Policies          HTML    130K 
30: R11         Recently Issued Accounting Pronouncements           HTML    192K 
31: R12         Cash and Cash Equivalents                           HTML     46K 
32: R13         Inventories, Net                                    HTML     45K 
33: R14         Software Development and Intellectual Property      HTML     51K 
                Licenses                                                         
34: R15         Property and Equipment, Net                         HTML     52K 
35: R16         Intangible Assets, Net                              HTML    112K 
36: R17         Goodwill                                            HTML     57K 
37: R18         Other Assets and Liabilities                        HTML     39K 
38: R19         Fair Value Measurements                             HTML    140K 
39: R20         Deferred Revenues                                   HTML     41K 
40: R21         Debt                                                HTML    105K 
41: R22         Accumulated Other Comprehensive Income (Loss)       HTML     74K 
42: R23         Operating Segments and Geographic Regions           HTML    460K 
43: R24         Share-Based Compensation                            HTML    132K 
44: R25         Interest and Other Expense (Income), Net            HTML     51K 
45: R26         Income Taxes                                        HTML    192K 
46: R27         Computation of Basic/Diluted Earnings Per Common    HTML     69K 
                Share                                                            
47: R28         Capital Transactions                                HTML     44K 
48: R29         Supplemental Cash Flow Information                  HTML     54K 
49: R30         Commitments and Contingencies                       HTML     79K 
50: R31         Acquisitions                                        HTML     81K 
51: R32         Quarterly Financial Information (Unaudited)         HTML     77K 
52: R33         Subsequent Events                                   HTML     41K 
53: R34         Schedule Ii Valuation and Qualifying Accounts       HTML     69K 
54: R35         Summary of Significant Accounting Policies          HTML    345K 
                (Policies)                                                       
55: R36         Recently Issued Accounting Pronouncements (Tables)  HTML    176K 
56: R37         Cash and Cash Equivalents (Tables)                  HTML     44K 
57: R38         Inventories, Net (Tables)                           HTML     45K 
58: R39         Software Development and Intellectual Property      HTML     52K 
                Licenses (Tables)                                                
59: R40         Property and Equipment, Net (Tables)                HTML     51K 
60: R41         Intangible Assets, Net (Tables)                     HTML    185K 
61: R42         Goodwill (Tables)                                   HTML     57K 
62: R43         Fair Value Measurements (Tables)                    HTML    141K 
63: R44         Debt (Tables)                                       HTML     81K 
64: R45         Accumulated Other Comprehensive Income (Loss)       HTML     73K 
                (Tables)                                                         
65: R46         Operating Segments and Geographic Regions (Tables)  HTML    466K 
66: R47         Share-Based Compensation (Tables)                   HTML    119K 
67: R48         Interest and Other Expense (Income), Net (Tables)   HTML     50K 
68: R49         Income Taxes (Tables)                               HTML    180K 
69: R50         Computation of Basic/Diluted Earnings Per Common    HTML     65K 
                Share (Tables)                                                   
70: R51         Supplemental Cash Flow Information (Tables)         HTML     52K 
71: R52         Commitments and Contingencies (Tables)              HTML     72K 
72: R53         Acquisitions (Tables)                               HTML     73K 
73: R54         Quarterly Financial Information (Unaudited)         HTML     77K 
                (Tables)                                                         
74: R55         Description of Business (Details)                   HTML     51K 
75: R56         Summary of Significant Accounting Policies          HTML     64K 
                (Details)                                                        
76: R57         Summary of Significant Accounting Policies -        HTML     47K 
                Long-Lived Assets (Details)                                      
77: R58         Summary of Significant Accounting Policies -        HTML     44K 
                Goodwill and Other Indefinite-Lived Assets                       
                (Details)                                                        
78: R59         Summary of Significant Accounting Policies -        HTML     38K 
                Definite-Lived Intangible Assets (Details)                       
79: R60         Summary of Significant Accounting Policies -        HTML     39K 
                Revenue Recognition (Details)                                    
80: R61         Summary of Significant Accounting Policies -        HTML     36K 
                Estimated Service Period (Details)                               
81: R62         Summary of Significant Accounting Policies -        HTML     37K 
                Advertising Expenses (Details)                                   
82: R63         Summary of Significant Accounting Policies -        HTML     37K 
                Income Taxes (Details)                                           
83: R64         Recently Issued Accounting Pronouncements -         HTML     59K 
                Narrative (Details)                                              
84: R65         Recently Issued Accounting Pronouncements -         HTML     76K 
                Modified Retrospective Method - Adjusted                         
                Consolidated Balance Sheet (Details)                             
85: R66         Recently Issued Accounting Pronouncements -         HTML    214K 
                Schedule of Impact of Adoption on Consolidated                   
                Financial Statements (Details)                                   
86: R67         Recently Issued Accounting Pronouncements -         HTML     64K 
                Schedule of Impact of Adoption on Consolidated                   
                Statement of Cash Flows (Details)                                
87: R68         Cash and Cash Equivalents (Details)                 HTML     45K 
88: R69         Inventories, Net (Details)                          HTML     47K 
89: R70         Software Development and Intellectual Property      HTML     44K 
                Licenses (Details)                                               
90: R71         Property and Equipment, Net (Details)               HTML     62K 
91: R72         Intangible Assets, Net (Details)                    HTML     89K 
92: R73         Intangible Assets, Net - Future Amortization        HTML     52K 
                Schedule (Details)                                               
93: R74         Goodwill (Details)                                  HTML     52K 
94: R75         Other Assets and Liabilities (Details)              HTML     44K 
95: R76         Fair Value Measurements - Recurring Basis           HTML     89K 
                (Details)                                                        
96: R77         Fair Value Measurements - Foreign Currency Forward  HTML     65K 
                Contracts (Details)                                              
97: R78         Fair Value Measurements - Non-Recurring Basis       HTML     40K 
                (Details)                                                        
98: R79         Deferred Revenues (Details)                         HTML     40K 
99: R80         Deferred Revenues - Remaining Performance           HTML     46K 
                Obligation (Details)                                             
100: R81         Debt - Credit Facilities (Details)                  HTML     88K  
101: R82         Debt - Unsecured Senior Notes and Interest Expense  HTML     84K  
                and Financing Costs (Details)                                    
102: R83         Debt - Summary of Debt (Details)                    HTML     66K  
103: R84         Debt - Schedule of Maturities (Details)             HTML     57K  
104: R85         Debt - Debt Fair Value (Details)                    HTML     51K  
105: R86         Accumulated Other Comprehensive Income (Loss)       HTML     62K  
                (Details)                                                        
106: R87         Operating Segments and Geographic Regions           HTML    368K  
                (Details)                                                        
107: R88         Share-Based Compensation - Equity Incentive Plans   HTML     54K  
                (Details)                                                        
108: R89         Share-Based Compensation - Method and Assumptions   HTML     60K  
                on Valuation of Stock Options and Awards (Details)               
109: R90         Share-Based Compensation - Stock Option Activities  HTML    106K  
                (Details)                                                        
110: R91         Share-Based Compensation - Restricted Stock Units   HTML     83K  
                and Restricted Stock Awards Activities (Details)                 
111: R92         Share-Based Compensation - Stock-Based              HTML     59K  
                Compensation Expense (Details)                                   
112: R93         Interest and Other Expense (Income), Net (Details)  HTML     44K  
113: R94         Income Taxes - Income (Loss) Before Income Taxes    HTML     78K  
                and Income Tax Expense (Benefit) (Details)                       
114: R95         Income Taxes - Effective Tax Rate Reconciliation    HTML    107K  
                (Details)                                                        
115: R96         Income Taxes - Narrative (Details)                  HTML    133K  
116: R97         Income Taxes - Components of Net Deferred Tax       HTML     80K  
                Assets (Liabilities) (Details)                                   
117: R98         Income Taxes - Reconciliation of Total Gross        HTML     51K  
                Unrecognized Tax Benefits (Details)                              
118: R99         Computation of Basic/Diluted Earnings Per Common    HTML     76K  
                Share (Details)                                                  
119: R100        Computation of Basic/Diluted Earnings Per Common    HTML     48K  
                Share - Narrative (Details)                                      
120: R101        Capital Transactions - Repurchase Programs          HTML     50K  
                (Details)                                                        
121: R102        Capital Transactions - Dividends (Details)          HTML     48K  
122: R103        Supplemental Cash Flow Information (Details)        HTML     47K  
123: R104        Commitments and Contingencies - Narrative           HTML     45K  
                (Details)                                                        
124: R105        Commitments and Contingencies - Future Minimum      HTML     73K  
                Commitments (Details)                                            
125: R106        Acquisitions - Narrative (Details)                  HTML     69K  
126: R107        Acquisitions - Purchase Price Allocation (Details)  HTML    106K  
127: R108        Acquisitions - Pro Forma Information (Details)      HTML     55K  
128: R109        Quarterly Financial Information (Unaudited)         HTML     62K  
                (Details)                                                        
129: R110        Subsequent Events (Details)                         HTML     47K  
130: R111        Schedule Ii Valuation and Qualifying Accounts       HTML     48K  
                (Details)                                                        
131: R9999       Uncategorized Items - atvi-20181231.xml             HTML     37K  
133: XML         IDEA XML File -- Filing Summary                      XML    241K  
132: EXCEL       IDEA Workbook of Financial Reports                  XLSX    165K  
14: EX-101.INS  XBRL Instance -- atvi-20181231                       XML   5.90M 
16: EX-101.CAL  XBRL Calculations -- atvi-20181231_cal               XML    350K 
19: EX-101.DEF  XBRL Definitions -- atvi-20181231_def                XML   1.11M 
17: EX-101.LAB  XBRL Labels -- atvi-20181231_lab                     XML   2.52M 
18: EX-101.PRE  XBRL Presentations -- atvi-20181231_pre              XML   1.61M 
15: EX-101.SCH  XBRL Schema -- atvi-20181231                         XSD    264K 
134: ZIP         XBRL Zipped Folder -- 0001047469-19-000788-xbrl      Zip    445K  


‘EX-10.26’   —   Material Contract


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




Exhibit 10.26

ACTIVISION BLIZZARD, INC.

 

2014 INCENTIVE PLAN

 

NOTICE OF PERFORMANCE SHARE UNIT AWARD

 

You have been awarded Performance Share Units of Activision Blizzard, Inc. (the “Company”), as follows:

 

·                  Your name:  Robert A. Kotick

 

·                  Total number of Performance Share Units awarded (representing the maximum number of Performance Share Units which may vest hereunder):  [

 

]

 

 

·                  Target number of Performance Share Units awarded:  [

]

 

 

·                  Date of Grant:  [

]

 

 

·                  Grant ID:  [

]

 

·                  Your Award of Performance Share Units is governed by the terms and conditions set forth in:

 

·                  this Notice of Performance Share Unit Award;

 

·                  the Performance Share Unit Award Terms attached hereto as Exhibit A (the “Award Terms”);

 

·                  the Schedule for Vesting attached hereto as Exhibit A-1; and

 

·                  the Company’s 2014 Incentive Plan, the receipt of a copy of which you hereby acknowledge.

 

·                  Your Award of Performance Share Units has been made in connection with your Employment Agreement, and is also governed by any applicable terms and conditions set forth in such agreement.

 

·                  Schedule for Vesting:  Except as otherwise provided under the Award Terms, the Performance Share Units awarded to you shall vest in accordance with the schedule set forth on Exhibit A-1 hereto.

 

·                  Please sign and return to the Company this Notice of Performance Share Unit Award, which bears an original signature on behalf of the Company.  You are urged to do so promptly.

 


 

·                  Please return the signed Notice of Performance Share Unit Award to the Company at:

 

 

Activision Blizzard, Inc.

 

3100 Ocean Park Boulevard

 

Santa Monica, CA 90405

 

Attn: Stock Plan Administration

 

·                  Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Award Terms.

 

·                  By accepting the Award, you are deemed to be bound by the terms and conditions set forth in the 2014 Incentive Plan, this Notice of Performance Share Unit Award and the Award Terms.

 

You should retain the enclosed duplicate copy of this Notice of Performance Share Unit Award for your records.

 

 

ACTIVISION BLIZZARD, INC.

 

 

 

 

 

 

 

Brian Stolz

 

Chief People Officer

 

 

 

Date:

 

 

 

ACCEPTED AND AGREED:

 

 

 

 

 

 

 

 

Robert A. Kotick

 

 

 

Date:

 

 

 

 


 

EXHIBIT A

 

ACTIVISION BLIZZARD, INC.

 

2014 INCENTIVE PLAN

 

PERFORMANCE SHARE UNIT AWARD TERMS

 

1.                                      Definitions.

 

(a)                                 For purposes of these Award Terms, the following terms shall have the meanings set forth below:

 

“Award” means the award described on the Grant Notice.

 

“Cause” shall have the meaning given to such term in the Employment Agreement.

 

“Common Shares” means the shares of common stock, par value $0.000001 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 10 hereof.

 

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

 

“Company Group” means the Company and its Subsidiaries.

 

“Company-Sponsored Equity Account” means an account that is created with the Equity Account Administrator in connection with the administration of the Company’s equity plans and programs, including the Plan.

 

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

 

“Employment Agreement” means that certain Employment Agreement between Grantee and the Company dated as of October 1, 2016.

 

“Employment Violation” means any material breach by Grantee of the Employment Agreement (with any breach of the post-termination obligations contained therein deemed to be material for purposes of this definition).

 

“Equity Account Administrator” means the brokerage firm utilized by the Company from time to time to create and administer accounts for participants in the Company’s equity plans and programs, including the Plan.

 

“Exercise Rules and Regulations” means (i) the Securities Act or any comparable federal securities law and all applicable state securities laws, (ii) the requirements of any securities exchange, securities association, market system or quotation system on which Common Shares are then traded or quoted, (iii) any restrictions on transfer imposed by the

 


 

Company’s certificate of incorporation or bylaws, and (iv) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.

 

“Grantee” means the recipient of the Award named on the Grant Notice.

 

“Grant Notice” means the Notice of Performance Share Unit Award to which these Award Terms are attached as Exhibit A.

 

“Look-back Period” means, with respect to any Employment Violation by Grantee, the period beginning on the date which is 12 months prior to the date of such Employment Violation by Grantee and ending on the date of computation of the Recapture Amount with respect to such Employment Violation.

 

“Performance Share Units” means units subject to the Award, which represent the conditional right to receive Common Shares in accordance with the Grant Notice and these Award Terms, unless and until such units become vested or are forfeited to the Company in accordance with the Grant Notice and these Award Terms.

 

“Plan” means the Activision Blizzard, Inc. 2014 Incentive Plan, as amended from time to time.

 

“Recapture Amount” means, with respect to any Employment Violation by Grantee, the gross gain realized or unrealized by Grantee upon all vesting of Performance Share Units or delivery or transfer of Vested Shares during the Look-back Period with respect to such Employment Violation, which gain shall be calculated as the sum of:

 

(i)                                     if Grantee has received Vested Shares during such Look-back Period and sold any such Vested Shares, an amount equal to the sum of the sales price for all such Vested Shares; plus

 

(ii)                                  if Grantee has received Vested Shares during such Look-back Period and not sold all such Vested Shares, an amount equal to the product of (A) the greatest of the following: (1) the Market Value per Share of Common Shares on the date such Vested Shares were issued or transferred to Grantee, (2) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ for the 30 trading day period ending on the trading day immediately preceding the date of the Company’s written notice of its exercise of its rights under Section 13 hereof, or (3) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ for the 30 trading day period ending on the trading day immediately preceding the date of computation, times (B) the number of such Vested Shares which were not sold.

 

“Resignation” shall have the meaning given to such term in the Employment Agreement.

 

“Section 409A” means Section 409A of the Code and the guidance and regulations promulgated thereunder.

 


 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Vested Shares” means the Common Shares to which the holder of the Performance Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof.

 

“Withholding Taxes” means any taxes, including, but not limited to, income tax, social insurance (e.g., U.S. social security and Medicare), payroll tax, state and local income taxes, fringe benefits tax, and payment on account, required or permitted under any applicable law to be withheld from amounts otherwise payable to Grantee.

 

(b)                                 Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Plan.

 

2.                                      Vesting.  Except as otherwise set forth in these Award Terms [or Section 12 of the Employment Agreement (“Shareholder Value Creation Incentive”)], the Performance Share Units shall vest in accordance with the “Schedule for Vesting” set forth on the Grant Notice.  Each Performance Share Unit, upon vesting thereof, shall entitle the holder thereof to receive one Common Share (subject to adjustment pursuant to Section 10 hereof).

 

3.                                      Termination of Employment.

 

(a)                                 Cause.  In the event that Grantee’s employment is terminated by any entity in the Company Group for Cause, as of the date of such termination of employment all Performance Share Units shall cease to vest and any outstanding Performance Share Units and Vested Shares that have yet to settle pursuant to Section 8 hereof shall immediately be forfeited to the Company without payment of consideration by the Company.

 

(b)                                 Resignation.  Unless the Committee determines otherwise, in the event that Grantee’s employment is terminated upon his Resignation, as of the date of such termination of employment all Performance Share Units shall cease to vest and, with the exception of any Vested Shares that have yet to settle pursuant to Section 8 hereof, shall immediately be forfeited to the Company without payment of consideration by the Company.

 

(c)                                  Other.  In the event that Grantee’s employment is terminated for any reason, the terms of the Employment Agreement shall govern the impact on the Performance Share Units.

 

4.                                      Tax Withholding.

 

(a)                                 Regardless of any action the Company or the Employer takes with respect to any Withholding Taxes related to Grantee’s participation in the Plan and legally applicable to Grantee, Grantee acknowledges that the ultimate liability for all Withholding Taxes is and remains Grantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer.  Grantee further acknowledges that the Company and/or the Employer (A) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Performance Share Units, including, without limitation, the grant, vesting or payment of the Award, the subsequent sale of Vested

 


 

Shares acquired, and the receipt of any dividends; and (B) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Share Units to reduce or eliminate Grantee’s liability for Withholding Taxes or achieve any particular tax result.  Further, if Grantee is subject to tax in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Withholding Taxes in more than one jurisdiction.  The Company shall have no obligation to deliver any Vested Shares unless and until all Withholding Taxes contemplated by this Section 4 have been satisfied.

 

(b)                                 The Company shall determine the method or methods Grantee may use to satisfy any Withholding Taxes resulting from the vesting of any Performance Share Units, the issuance or transfer of any Vested Shares or otherwise in connection with the Award at the time such Withholding Taxes become due, which may include any of the following:  (i) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (ii) through the delivery of irrevocable written instructions, in a form acceptable to the Company, that the Company withhold Vested Shares otherwise then deliverable having a value equal to the aggregate amount of the Withholding Taxes (valued in the same manner used in computing the amount of such Withholding Taxes); (iii) arranging for the sale, on Grantee’s behalf, of Vested Shares otherwise then deliverable to Grantee (valued in the same manner used in computing the amount of such Withholding Taxes); or (iv) by any combination of (i), (ii) or (iii) above.  Further, any entity in the Company Group shall have the right to require Grantee to satisfy any Withholding Taxes contemplated by this Section 4 by any of the aforementioned methods or by withholding from Grantee’s wages or other cash compensation.

 

(c)                                  The Company Group may withhold or account for Withholding Taxes contemplated by this Section 4 by reference to applicable withholding rates, including minimum or maximum applicable statutory rates in Grantee’s jurisdiction(s) of employment and/or residency, and if the Company Group withholds more than the amount necessary to satisfy the liability, Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares.  If the obligation for Withholding Taxes is satisfied by withholding in Shares, for tax purposes, Grantee will be deemed to have been issued the full number of Vested Shares underlying the Performance Share Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Withholding Taxes.  No fractional Shares will be withheld or issued pursuant to the settlement of the Performance Share Units and the Withholding Taxes thereunder.

 

5.                                      Deemed AgreementBy accepting the Award, Grantee is deemed to be bound by the terms and conditions set forth in the Plan, the Grant Notice and these Award Terms.

 

6.                                      Reservation of SharesThe Company shall at all times reserve for issuance or delivery upon vesting of the Performance Share Units such number of Common Shares as shall be required for issuance or delivery upon vesting thereof.

 

7.                                      Dividend Equivalents. The holder of the Performance Share Units shall 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 Common Shares.

 


 

8.                                      Receipt and Delivery.  As soon as administratively practicable (and, in any event, within 30 days) after any Performance Share Units vest, the Company shall (a) effect the issuance or transfer of the resulting Vested Shares, (b) cause the issuance or transfer of such Vested Shares to be evidenced on the books and records of the Company, and (c) cause such Vested Shares to be delivered to a Company-Sponsored Equity Account in the name of the person entitled to such Vested Shares (or, with the Company’s consent, such other brokerage account as may be requested by such person); provided, however, that, in the event such Vested Shares are subject to a legend as set forth in Section 16 hereof, the Company shall instead cause a certificate evidencing such Vested Shares and bearing such legend to be delivered to the person entitled thereto.

 

9.                                      Committee Discretion.  Except as may otherwise be provided in the Plan, the Committee shall have sole discretion to (a) interpret any provision of the Plan, the Grant Notice and these Award Terms, (b) make any determinations necessary or advisable for the administration of the Plan and the Award, and (c) waive any conditions or rights of the Company under the Award, the Grant Notice or these Award Terms.  Without intending to limit the generality or effect of the foregoing, any decision or determination to be made by the Committee pursuant to these Award Terms, including whether to grant or withhold any consent, shall be made by the Committee in its sole and absolute discretion, subject only to the terms of the Plan.  Subject to the terms of the Plan, the Committee may amend the terms of the Award prospectively or retroactively; however, no such amendment may materially and adversely affect the rights of Grantee taken as a whole without Grantee’s consent.  Without intending to limit the generality or effect of the foregoing, the Committee may amend the terms of the Award (i) in recognition of unusual or nonrecurring events (including, without limitation, events described in Section 10 hereof) affecting any entity in the Company Group or any of the Company’s other affiliates or the financial statements of any entity in the Company Group or any of the Company’s other affiliates, (ii) in response to changes in applicable laws, regulations or accounting principles and interpretations thereof, or (iii) to prevent the Award from becoming subject to any adverse consequences under Section 409A.

 

10.                               Adjustments.  Notwithstanding anything to the contrary contained herein, pursuant to Section 12 of the Plan, the Committee will make or provide for such adjustments to the Award as are equitably required to prevent dilution or enlargement of the rights of Grantee that otherwise would result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration (including, without limitation, cash), if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of the Award.

 

11.                               Registration and Listing.  Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to issue or transfer any Performance Share Units or Vested Shares, and no Performance Share Units or Vested Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered in any way, unless

 


 

such transaction is in compliance with all Exercise Rules and Regulations.  The Company is under no obligation to register, qualify or list, or maintain the registration, qualification or listing of, Performance Share Units or Vested Shares with the SEC, any state securities commission or any securities exchange, securities association, market system or quotation system to effect such compliance.  Grantee shall make such representations and furnish such information as may be appropriate to permit the Company, in light of the then existence or non-existence of an effective registration statement under the Securities Act relating to Performance Share Units or Vested Shares, to issue or transfer Performance Share Units or Vested Shares in compliance with the provisions of that or any comparable federal securities law and all applicable state securities laws.  The Company shall have the right, but not the obligation, to register the issuance or transfer of Performance Share Units or Vested Shares or resale of Performance Share Units or Vested Shares under the Securities Act or any comparable federal securities law or applicable state securities law.

 

12.                               Transferability.  Subject to the terms of the Plan and only with the Company’s consent, Grantee may transfer Performance Share Units for estate planning purposes or pursuant to a domestic relations order; provided, however, that any transferee shall be bound by all of the terms and conditions of the Plan, the Grant Notice and these Award Terms and shall execute an agreement in form and substance satisfactory to the Company in connection with such transfer; and provided, further that Grantee will remain bound by the terms and conditions of the Plan, the Grant Notice and these Award Terms.  Except as otherwise permitted under the Plan or this Section 12, the Performance Share Units shall not be transferable by Grantee other than by will or the laws of descent and distribution.

 

13.                               Employment Violation.  In the event of an Employment Violation, the Company shall have the right to require (a) the forfeiture by Grantee to the Company of any outstanding Performance Share Units or Vested Shares which have yet to settle pursuant to Section 8 hereof and (b) payment by Grantee to the Company of the Recapture Amount with respect to such Employment Violation; provided, however, that, in lieu of payment by Grantee to the Company of the Recapture Amount, Grantee, in his or her discretion, may tender to the Company the Vested Shares acquired during the Look-back Period with respect to such Employment Violation (without any consideration from the Company in exchange therefor).  Any such forfeiture of Performance Share Units and payment of the Recapture Amount, as the case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company arising out of or in connection with such Employment Violation, including, without limitation, the right to terminate Grantee’s employment if not already terminated and to seek injunctive relief and additional monetary damages.

 

14.                               Compliance with Applicable Laws and Regulations and Company Policies and Procedures.

 

(a)                                 Grantee is responsible for complying with (i) any federal, state and local taxation laws applicable to Grantee in connection with the Award and (ii) all Exercise Rules and Regulations.

 

(b)                                 The Award is subject to the terms and conditions of any policy requiring or permitting the Company to recover any gains realized by Grantee in connection with the

 


 

Award, including, without limitation, the Policy on Recoupment of Performance-Based Compensation Related to Certain Financial Restatements.

 

(c)                                  [The Award is subject to the terms and conditions of the Executive Stock Ownership Guidelines and the limitations contained therein on the ability of Grantee to transfer any Vested Shares.]

 

15.                               Section 409A.

 

(a)                                 Payments contemplated with respect to the Award are intended to comply with Section 409A, and all provisions of the Plan, the Grant Notice and these Award Terms shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.  Notwithstanding the foregoing, (i) nothing in the Plan, the Grant Notice and these Award Terms shall guarantee that the Award is not subject to taxes or penalties under Section 409A and (ii) if any provision of the Plan, the Grant Notice or these Award Terms would, in the reasonable, good faith judgment of the Company, result or likely result in the imposition on Grantee or any other person of taxes, interest or penalties under Section 409A, the Committee may, in its sole discretion, modify the terms of the Plan, the Grant Notice or these Award Terms, without the consent of Grantee, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such taxes, interest or penalties; provided, however, that this Section 15 does not create an obligation on the part of the Committee or the Company to make any such modification, and in no event shall the Company be liable for the payment of or gross up in connection with any taxes, interest or penalties owed by Grantee pursuant to Section 409A.

 

(b)                                 Neither Grantee nor any of Grantee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable with respect to the Award to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment.  Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Grantee or for Grantee’s benefit with respect to the Award may not be reduced by, or offset against, any amount owing by Grantee to the Company.

 

(c)                                  Notwithstanding anything to the contrary contained herein, if (i) the Committee determines in good faith that the Performance Share Units do not qualify for the “short-term deferral exception” under Section 409A, (ii) Grantee is a “specified employee” (as defined in Section 409A) and (iii) a delay in the issuance or transfer of Vested Shares to Grantee or his or her estate or beneficiaries hereunder by reason of Grantee’s “separation from service” (as defined in Section 409A) with any entity in the Company Group is required to avoid tax penalties under Section 409A but is not already provided for by this Award, the Company shall cause the issuance or transfer of such Vested Shares to Grantee or Grantee’s estate or beneficiary upon the earlier of (A) the date that is the first business day following the date that is six months after the date of Grantee’s separation from service and (B) Grantee’s death.

 


 

16.                               LegendThe Company may, if determined by it based on the advice of counsel to be appropriate, cause any certificate evidencing Vested Shares to bear a legend substantially as follows:

 

“THE SECURITIES REPRESENTED HEREBY 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.”

 

17.                               No Right to Continued Employment.  Nothing contained in the Grant Notice or these Award Terms shall be construed to confer upon Grantee any right to be continued in the employ of any entity in the Company Group or derogate from any right of any entity in the Company Group to retire, request the resignation of, or discharge Grantee at any time, with or without Cause.

 

18.                               No Rights as Stockholder.  No holder of Performance Share Units shall, by virtue of the Grant Notice or these Award Terms, be entitled to any right of a stockholder of the Company, either at law or in equity, and the rights of any such holder are limited to those expressed, and are not enforceable against the Company except to the extent set forth in the Plan, the Grant Notice or these Award Terms.

 

19.                               Severability.  In the event that one or more of the provisions of these Award Terms shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

 

20.                               Venue and Governing Law.

 

(a)                                 For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the grant of the Performance Share Units or these Award Terms, the parties submit and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Los Angeles County, California or the federal courts of the United States for the Central District of California, and no other courts, regardless of where the grant of the Performance Share Units is made and/or to be performed.

 

(b)                                 To the extent that federal law does not otherwise control, the validity, interpretation, performance and enforcement of the Grant Notice and these Award Terms shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of laws thereof.

 


 

21.                               Successors and Assigns.  The provisions of the Grant Notice and these Award Terms 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 permitted assigns under Section 12 hereof and Grantee’s estate or beneficiaries as determined by will or the laws of descent and distribution.

 

22.                               Notices.

 

(a)                                 Any notice or other document which Grantee may be required or permitted to deliver to the Company pursuant to or in connection with the Grant Notice or these Award Terms shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed to the Company, at its office at 3100 Ocean Park Boulevard, Santa Monica, California 90405, Attn: Stock Plan Administration, or such other address as the Company by notice to Grantee may designate in writing from time to time.  Notices shall be effective upon delivery.

 

(b)                                 Any notice or other document which the Company may be required or permitted to deliver to Grantee pursuant to or in connection with the Grant Notice or these Award Terms shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed to Grantee at the address shown on any employment agreement or offer letter between Grantee and any entity in the Company Group in effect at the time, or such other address as Grantee by notice to the Company may designate in writing from time to time.  The Company may also, in its sole discretion, deliver any such document to Grantee electronically via an e-mail to Grantee at his or her Company-provided email address or through a notice delivered to such e-mail address that such document is available on a website established and maintained on behalf of the Company or a third party designated by the Company, including, without limitation, the Equity Account Administrator.  Notices shall be effective upon delivery.

 

23.                               Conflict with Employment Agreement or Plan.  In the event of any conflict between the terms of the Employment Agreement and the terms of the Grant Notice or these Award Terms and/or the terms of the Plan, the terms of the Employment Agreement [(with the exception of Section 12 (“Shareholder Value Creation Incentive”) thereof)], shall control.

 

24.                               Imposition of Other RequirementsThe Company reserves the right to impose other requirements on Grantee’s participation in the Plan, on the Performance Share Units and on any Common Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to facilitate the administration of the Plan, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

25.                                                                               Waiver.  Grantee acknowledges that a waiver by the Company of a breach of any provision of these Award Terms shall not operate or be construed as a waiver of any other provision of these Award Terms, or of any subsequent breach by Grantee or any other grantee of an equity award from the Company.

 




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/28/19
For Period end:12/31/185,  8-K,  SD
10/1/16
 List all Filings 


10 Subsequent Filings that Reference this Filing

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

 2/23/23  Activision Blizzard, Inc.         10-K       12/31/22  127:19M                                    Workiva Inc Wde… FA01/FA
 2/25/22  Activision Blizzard, Inc.         10-K       12/31/21  127:19M                                    Workiva Inc Wde… FA01/FA
 2/23/21  Activision Blizzard, Inc.         10-K       12/31/20  117:17M                                    Workiva Inc Wde… FA01/FA
 8/07/20  Activision Blizzard, Inc.         424B5                  1:556K                                   Toppan Merrill-FA
 8/05/20  Activision Blizzard, Inc.         424B3                  1:545K                                   Toppan Merrill-FA
 2/11/20  SEC                               UPLOAD3/10/20    2:39K  Activision Blizzard, Inc.
 2/03/20  SEC                               UPLOAD3/10/20    2:44K  Activision Blizzard, Inc.
 1/09/20  SEC                               UPLOAD3/10/20    2:51K  Activision Blizzard, Inc.
10/31/19  SEC                               UPLOAD3/10/20    2:55K  Activision Blizzard, Inc.
 8/23/19  SEC                               UPLOAD3/10/20    2:57K  Activision Blizzard, Inc.
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