This excerpt taken from the ATVI DEF 14A filed Apr 22, 2009.
Directors of Activision Blizzard who are not employed by us or any of our subsidiaries, or by Vivendi or any of its controlled affiliates (collectively, the "unaffiliated directors"), receive a mix of compensation, which includes an annual cash retainer, specific cash fees for services rendered and equity incentive awards. Directors of Activision Blizzard who are employed by us or any of our subsidiaries are not entitled to receive any compensation for their services on our Board. Directors of Activision Blizzard who are employed by Vivendi or any of its controlled affiliates are, pursuant to our Bylaws, entitled to receive the equity needed to satisfy our stock ownership requirements for non-employee directors, but otherwise receive no compensation for their service on our Board. All of our directors are reimbursed for expenses incurred in attending Board, Board committee and stockholder meetings.
The Compensation Committee annually reviews the compensation plans and policies applicable to all directors and makes recommendations to our Board regarding such plans and policies. In June 2008, the Compensation Committee engaged Frederic W. Cook to consider whether the program should be revised in connection with the consummation of the Combination and, upon the recommendation of Frederic W. Cook, the Compensation Committee approved changes to the program effective as of July 16, 2008.
This excerpt taken from the ATVI 10-Q filed Nov 10, 2008.
General. Upon the termination of your employment pursuant to Section 10, your rights and the Employers obligations to you under this Agreement shall immediately terminate except as provided in this Section 11 and Section 12(u), and you (or your heirs or estate, as applicable) shall be entitled to receive the amounts or benefits set forth below. The payments and benefits provided pursuant to this Section 11 are (x) in lieu of any severance or income continuation protection under any plan of the Activision Group that may now or hereafter exist and (y) deemed to satisfy and be in full and final settlement of all obligations of the Activision Group to you under this Agreement. You shall have no further right to receive any other compensation or benefits following your termination of employment for any reason except as set forth in this Section 11.
For the purposes of this Agreement, the following terms shall have the following meanings:
Basic Severance shall mean payment of (1) any earned but unpaid Base Salary through the date of your termination; (2) any earned but unpaid Annual Bonus for any fiscal year that ended prior to your termination; and (3) reimbursement of approved expenses due to you pursuant to Section 5.
Bonus Severance shall mean payment of a pro-rated annual bonus for the fiscal year in which your termination of employment occurs, in an amount equal to the bonus you would have received in accordance with Section 2(c) for such year if you had remained employed through the date such bonus would have been paid, multiplied by a fraction, the numerator of which is the number corresponding to the month in which the Termination Date occurs and the denominator of which is 12. For purposes of calculating the Bonus Severance, any personal, performance goals will be deemed attained at the greater of (i) target performance and (ii) actual performance.
Termination Date shall mean the effective date of your termination of employment pursuant to Sections 9 and 10(a)-(e).
This excerpt taken from the ATVI DEF 14A filed Jul 29, 2008.
Directors of the Company who are not employed by the Company or any of its subsidiaries or a majority stockholder of the Company (e.g., Vivendi) or that stockholder's affiliates and subsidiaries (collectively, the "unaffiliated directors") receive a mix of compensation, which includes an annual cash retainer and specific cash fees for services rendered and equity incentive awards. In addition, unaffiliated directors are reimbursed for expenses incurred in attending Board, Board committee and stockholder meetings. Directors of the Company who are employed by the Company or any of its subsidiaries are not entitled to receive any compensation for their services on the Board. Directors of the Company who are employed by a majority stockholder of the Company (e.g., Vivendi) or that stockholder's affiliates and subsidiaries are only entitled to receive the compensation mandated by the Bylaws (which require the Company to provide each such director with the equity needed to satisfy the Company's stock ownership requirements for non-employee directors).
The Compensation Committee annually reviews the compensation plans and policies applicable to all directors and makes recommendations to the Board regarding such plans and policies. During fiscal 2008, the Compensation Committee engaged Frederic Cook to review the Company's director compensation program for unaffiliated directors and, upon the recommendation of Frederic Cook, the Board approved a new program on September 27, 2007. Subsequently, the Compensation Committee engaged Frederic Cook to consider whether the program should be revised in connection with the consummation of the Combination and, upon the recommendation of Frederic Cook, the Compensation Committee approved further changes to the program.
This excerpt taken from the ATVI DEF 14A filed Jul 30, 2007.
Non-employee directors of the Company receive a mix of compensation, which includes an annual cash retainer, options and specific cash fees for services rendered. In addition, non-employee directors are reimbursed for expenses incurred in attending Board, Board committee and Stockholder meetings. The Compensation Committee annually reviews the compensation plans and policies applicable to all directors and makes recommendations to the Board regarding such plans and policies.
The Company believes that directors should be familiar with the Company's intellectual properties and those of its competitors. From time to time, the Company provides directors with representative samples of the Company's software, third-party console platforms and competitive products. The Board and the Compensation Committee believe that receiving these products serves a business purpose by familiarizing directors with the Company's products, its intellectual properties and the current competitive marketplace for videogame software.
The Company maintains a directors' and officers' insurance policy that insures the directors of the Company from any claim arising out of an alleged wrongful act by such persons in their capacity as directors of the Company. In addition, the Company has entered into indemnification agreements with its directors containing provisions which in some respects provide broader indemnification than the indemnification required by the Delaware General Corporation Law. The indemnification agreements require the Company, among other things, to indemnify such directors against certain liabilities that may arise by reason of their status or service as directors, provided that the indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company (and, with respect to any criminal action, suit or proceeding, provided further that he or she had no reasonable cause to believe that his or her conduct was unlawful). The indemnification agreements also require the Company to advance expenses incurred by directors as a result of any proceeding against them as to which they could be indemnified. The Company believes that these agreements are necessary to attract and retain qualified persons as directors.
This excerpt taken from the ATVI 10-Q filed Feb 8, 2006.
4.1 The terms of the Xbox 360 Review Disc Program are subject to change by Microsoft upon [*] prior written notice.
4.2 Publisher agrees to keep accurate and comprehensive records as to the distribution of each Review Disc FPU. Further, the parties acknowledge that Microsofts audit rights under the Xbox 360 PLA shall also apply to Publishers records under this Addendum.
4.3 [*] to Microsoft under the Xbox 360 PLA with respect to Review Disc FPUs that qualify under this Addendum [*].
4.4 Except as expressly provided otherwise in this Addendum, capitalized terms shall have the same meanings ascribed to them in the Xbox 360 PLA. The terms of the Xbox 360 PLA are incorporated by reference, and except and to the extent expressly modified by this Addendum or any previous amendments, the Xbox 360 PLA shall remain in full force and effect and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the Addendum Effective Date.
This excerpt taken from the ATVI DEF 14A filed Jul 29, 2005.
On July 26, 2005, the Board adopted amendments to (i) the Company's Second Amended and Restated 2002 Employee Stock Purchase Plan (the "Domestic Purchase Plan") and (ii) the Company's Amended and Restated 2002 Employee Stock Purchase Plan For International Employees (the "International Purchase Plan", and together with the Domestic Purchase Plan, the "Employee Purchase Plans") and directed that the amendments be submitted to the Stockholders for their approval. The proposed amendments increase by 1,500,000 the total number of shares of our common stock reserved for issuance under the Employee Purchase Plans, an amount that we estimate will permit all current and potential employees to fully participate in the Employee Purchase Plans through at least fiscal year 2008. If our stockholders do not approve the amendments to the Employee Purchase Plans, the Employee Purchase Plans will remain effective, but the proposed increase in the number of shares of common stock reserved for issuance will not be effectuated.
The Domestic Purchase Plan, which the Board originally adopted on July 22, 2002, was approved by our stockholders on September 19, 2002. The Board subsequently amended the Domestic Purchase Plan on October 21, 2003 and March 2, 2005, and these amendments did not require approval of our stockholders. The International Purchase Plan was originally adopted by the Board on February 11, 2003 and was subsequently amended and restated on March 2, 2005. Neither the adoption of the International Purchase Plan nor the amendment to the plan required approval of our stockholders. The Employee Purchase Plans provide our employees with a convenient means of purchasing equity in the Company through payroll deductions or alternative methods of payment (as described below under "Payment of Purchase Price; Changes in Payroll Deductions; Issuance of Shares"), enhances participating employees' sense of participation in the affairs of the Company, and provides an incentive for continued employment. At inception of the Employee Purchase Plans, a total of 1,500,000 shares (as adjusted for stock splits) of our common stock were reserved and made available for purchase under the Domestic Purchase Plan and, the number of shares available for purchase under the International Purchase Plan on any given date was equal to (i) 1,500,000 less (ii) the cumulative number of shares purchased under the Domestic Purchase Plan through such date. As of July 1, 2005, 1,143,407 shares have been issued under the Domestic Purchase Plan and 60,441 shares have been issued under the International Purchase Plan. The proposed amendments, if approved by our Stockholders, will increase the number of shares reserved for issuance under the Employee Purchase Plans to a total of 3,000,000 shares, 2,700,000 shares of which will be reserved for issuance under the Domestic Purchase Plan and 300,000 shares of which will be reserved for issuance under the International Purchase Plan.
Since the adoption of the Employee Purchase Plans, we have experienced significant growth in the number of our employees as well in the number of our employees who elect to participate in the Employee Purchase Plans. We believe that an increase in the number of shares of our common stock reserved for issuance under these plans is necessary to ensure that all of our employees are able to continue to participate in the plans for the next several years.
The following summary of the principal terms and provisions of each of the Employee Purchase Plans is qualified in its entirety by the terms of such Employee Purchase Plans. Stockholders may, without charge, obtain copies of the Employee Purchase Plans from the Company. Requests for the Employee Purchase Plans should be addressed to the Company's Corporate Secretary, Activision, Inc., 3100 Ocean Park Blvd., Santa Monica, CA 90405.
This excerpt taken from the ATVI DEF 14A filed Feb 23, 2005.
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the Board or Board of Directors) of Activision, Inc., a Delaware corporation (the Company), of proxies from the holders (the Stockholders) of the Companys issued and outstanding shares of common stock, $.000001 par value per share (the Common Stock), to be used at a Special Meeting of Stockholders to be held on Monday, April 4, 2005, at the offices of Bryan Cave LLP, 120 Broadway, Suite 300, Santa Monica, California 90401, at 9:00 a.m., local time, and at any adjournment or postponement of such meeting (the Special Meeting), for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders. This Proxy Statement and enclosed proxy card are first being mailed to the Stockholders of the Company on or about March 7, 2005.
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