Exhibit 10.71


 


ACTIVISION, INC.


 


2007 INCENTIVE PLAN


 


NOTICE OF STOCK OPTION AWARD


 


You
have been awarded an Option to purchase Shares of Activision, Inc. (the “Company”), as follows:


 


·                  Your name:  Robert A.
Kotick


 


·                  Total number of Shares purchasable upon
exercise of the Option awarded:  1,850,000


 


·                  Exercise
Price:  US $26.58
per Share


 


·                  Date of Grant:  December 5,
2007


 


·                  Expiration Date:  December 5,
2017


 


·                  Grant ID:  07000743


 


·                  Your
Award of the Option is governed by the terms and conditions set forth in:


 


·                  this
Notice of Stock Option Award;


 


·                  the
Stock Option Award Terms attached hereto as Exhibit A (the “Award
Terms”);


 


·                  your
Employment Agreement; and


 


·                  the
Company’s 2007 Incentive Plan,
the receipt of a copy of which you hereby acknowledge.


 


·                  Your Stock Option Award has been made in
connection with the execution of your Employment Agreement as a material
inducement to your continuing employment with the Company pursuant to such
agreement.


 


·                  Schedule for Vesting:  Except as otherwise provided under the Award
Terms, the Option awarded to you will vest and become exercisable in sixty (60)
equal monthly installments commencing on January 1, 2008, provided you
remain continuously employed by the Company Group through each such vesting
date.


 


·                  The
Option is not intended to be an “incentive stock option,” as such term is
defined in Section 422 of the Code.


 


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


 













 


·                  Please return the signed Notice of
Stock Option Award to the Company at:


 


Activision, Inc.


3100 Ocean Park
Boulevard


Santa Monica,
CA  90405


Attn:  Stock Plan Administration


 


You
should retain the enclosed duplicate copy of this Notice of Stock Option Award
for your records.


 


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


 


ACTIVISION,
INC.


 


 


	
   

  	
  /s/
  Ann Weiser

  	
   

  
	
   

  	
  By:   Ann
  Weiser

  
	
   

  	
  Title: Chief Human Resources Officer, 

  Activision Publishing

  
	
   

  	
  Date:
  

  	
     May 21,
  2008

  	
   

  
				



 


 


ACCEPTED AND AGREED:


 


 


	
  /s/ Robert A. Kotick

  	
   

  
	
  Robert A. Kotick

  	
   

  
	
   

  	
   

  
	
  Date:

  	
     May 29, 2008

  	
   

  
			



 


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EXHIBIT A


 


ACTIVISION, INC.


 


2007 INCENTIVE PLAN


 


STOCK OPTION 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” has the
meaning given to such term in the Employment Agreement.


 


“Change of Control”
has the meaning given to such term in the Employment Agreement.


 


“Closing Price”
has the meaning given to such term in the Employment Agreement.


 


“Closing Share Value”
has 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 9 hereof.  For the avoidance of doubt, the term “Common
Shares” as used in these Award Terms shall include “Company Common Stock” as
such term is used in the Employment Agreement.


 


“Company Group” has the meaning
given to such term in the Employment Agreement.


 


“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.


 


“Date of Termination”
has the meaning given to such term in the Employment Agreement.


 


“Death” has the meaning given to
such term in the Employment Agreement.


 


“Disability” has
the meaning given to such term in the Employment Agreement.


 


“Employment Agreement” means the
Amended and Restated Employment Agreement between the Holder and the Company,
dated December 1, 2007.


 













 


“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 Price” means the
Exercise Price set forth on the Grant Notice.


 


“Expiration Date” means the Expiration Date set forth on the
Grant Notice.


 


“Good Reason” has the meaning given to such term in the
Employment Agreement.


 


“Grant Notice” means the Notice of Stock Option Award to
which these Award Terms are attached as Exhibit A.


 


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


 


“Option” means the
Stock Option to purchase Common Shares awarded to the Holder on the terms and
conditions described in the Grant Notice, these Award Terms and the Employment
Agreement.


 


“Plan” means the Activision, Inc.
2007 Incentive Plan, as amended
from time to time.


 


“Release” has
the meaning given to such term in the Employment Agreement.


 


“Release Period”
has the meaning given to such term in the Employment Agreement.


 


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


 


“Shares” means the
Common Shares purchasable upon exercise of the Option.


 


“Withholding Taxes” means any
taxes, including, but not limited to, social security and Medicare taxes and
federal, state and local income taxes, required to be withheld under any
applicable law.


 


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


 


2.             Expiration.  The Option shall expire on the Expiration
Date and, after such expiration, shall no longer be exercisable.


 


3.             Vesting
and Exercise.


 


(a)           Vesting
Schedule.  Except as otherwise set
forth in these Award Terms, the Option shall vest, and thereupon become
exercisable, in accordance with the “Schedule for Vesting” set forth on the
Grant Notice.


 


(b)           Exercisable
Only by Holder.  Except as otherwise
permitted under the Plan or Section 11 hereof, the Option may be exercised
during the Holder’s lifetime only by the Holder or, in the event of the Holder’s
legal incapacity to do so, by the Holder’s guardian or 


 


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legal representative acting on behalf of the Holder in a fiduciary
capacity under state law and/or court supervision.


 


(c)           Procedure
for Exercise.  The Option may be
exercised by the Holder as to all or any of the Shares as to which the Option
has vested (i) by following the procedures for exercise established by the
Equity Account Administrator and posted on the Equity Account Administrator’s
website from time to time or (ii) with the Company’s consent, by giving
the Company written notice of exercise, in such form as may be prescribed by
the Company from time to time, specifying the number of Shares to be purchased.


 


(d)           Payment
of Exercise Price.  To be valid, any
exercise of the Option must be accompanied by full payment of the aggregate
Exercise Price of the Shares being purchased. 
Such payment shall be made (i) by bank check or certified check or
wire transfer of immediately available funds, (ii) if securities of the
Company of the same class as the Shares are then traded or quoted on a national
securities exchange, the Nasdaq Stock Market, Inc. or a national quotation
system sponsored by the National Association of Securities Dealers, Inc.
and with the Company’s consent, through the delivery of irrevocable written
instructions, in form acceptable to the Company, to the Equity Account
Administrator (or, with the Company’s consent, such other brokerage firm as may
be requested by the person exercising the Option) to sell some or all of the
Shares being purchased upon such exercise and to thereafter deliver promptly to
the Company from the proceeds of such sale an amount in cash equal to the
aggregate Exercise Price of the Shares being purchased, (iii) through the
delivery of irrevocable written instructions, in a form acceptable to the
Company, that the Company withhold Shares otherwise then deliverable having a
value equal to the aggregate amount of the Exercise Price (valued in the same
manner used in computing the amount of any Withholding Taxes resulting from the
exercise) or (iv) with the
Company’s consent, any combination of (i), (ii) or (iii) above or any
other means permitted under the Plan.


 


(e)           No
Fractional Shares.  In no event may
the Option be exercised for a fraction of a Share.


 


(f)            No
Adjustment for Dividends or Other Rights. 
Other than as set forth in Section 9 hereof, no adjustment shall be
made for cash dividends or other rights for which the record date is prior to
the date as of which the issuance or transfer of Shares to the person entitled
thereto has been evidenced on the books and records of the Company pursuant to
clause (ii) of Section 3(g) hereof following exercise of the
Option.


 


(g)           Issuance
and Delivery of Shares.  As soon as
practicable (and, in any event, within 30 days) after the valid exercise of the
Option, the Company shall (i) effect the issuance or transfer of the
Shares purchased upon such exercise, (ii) cause the issuance or transfer
of such Shares to be evidenced on the books and records of the Company, and (iii) cause
such Shares to be delivered to a Company-Sponsored Equity Account in the name
of the person entitled to such 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 Shares are subject to a legend as set forth in Section 13
hereof, the Company shall instead cause a certificate evidencing such Shares
and bearing such legend to be delivered to the person entitled thereto.


 


(h)           Partial
Exercise.  If the Option shall have
been exercised with respect to less than all of the Shares purchasable upon
exercise of the Option, the Company shall make a 


 


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notation in its books and records to reflect the partial exercise of
the Option and the number of Shares that thereafter remain available for
purchase upon exercise of the Option.


 


4.             Termination
of Employment.


 


(a)           Death.  In the event that the Holder dies while
employed by the Company Group, the Option shall (i) if not then fully
vested, vest as of the Date of Termination with respect to the lesser of (A) an
additional 740,000 Shares (which is equivalent to 40% of the total number of
Shares purchasable upon exercise of the Option) and (B) that number of
Shares underlying the portion of the Option which is unvested as of the Date of
Termination, (ii) to the extent then vested, be exercisable in accordance
with these Award Terms until the Expiration Date, and (iii) to the extent
not then vested, be immediately cancelled.


 


(b)           Disability.  In the event of the Holder’s termination of
employment with the Company Group due to the Holder’s Disability, subject to
the execution of an effective and irrevocable Release by the Holder during the
Release Period, the Option shall (i) if not then fully vested, vest as of
the Date of Termination with respect to the lesser of (A) an additional  740,000 Shares (which is equivalent to 40% of
the total number of Shares purchasable upon exercise of the Option and (B) that
number of Shares underlying the portion of the Option which is unvested as of
the Date of Termination, (ii) to the extent then vested, be exercisable in
accordance with these Award Terms until the Expiration Date, and (iii) to
the extent not then vested, be cancelled. 
Notwithstanding the foregoing, in the event of a termination of
employment with the Company Group due to the Holder’s Disability following a
Change of Control, the Option shall, as of the Date of Termination, (i) cease
to vest, if not then fully vested, (ii) to the extent then vested, be
exercisable in accordance with these Award Terms until the Expiration Date, and
(iii) to the extent not then vested, be immediately cancelled.


 


(c)           For
Cause.  In the event of the Holder’s
termination of employment by the Company Group for Cause the Option shall, as
of the Date of Termination, (i) cease to vest, if not then fully vested, (ii) no
longer be exercisable, whether or not vested, and (iii) be immediately
cancelled.


 


(d)           Resignation.  In the event of the Holder’s termination of
employment with the Company Group due to the Holder’s Resignation, the Option
shall (i) cease to vest, if not then fully vested, (ii) to the extent
then vested, be exercisable in accordance with these Award Terms until the earlier
of (x) the Expiration Date or (y) the later of (A) the date that
is thirty days after the Date of Termination and (B) the first date on
which the Shares purchasable upon exercise of the Option may be disposed of in
a manner in compliance with (a) the Securities Act of 1933, as amended, or
any comparable federal securities law, and all applicable state securities
laws, (b) the requirements of any securities exchange, securities
association, market system or quotation system on which securities of the Company
of the same class as the Shares are then traded or quoted, (c) any
restrictions on transfer imposed by the Company’s certificate of incorporation
or bylaws, and (d) 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, and (iii) to the extent not then vested, be immediately
cancelled.


 


(e)           Termination
for Good Reason or Without Cause.  In
the event of the termination of the Holder’s employment with the Company Group by
the Holder for Good Reason or by the Company Group without Cause, subject to
the execution of an effective and 


 


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irrevocable Release by the Holder during the Release Period, the Option
shall (i) if not then fully vested, vest as of the Date of Termination
with respect to the lesser of (A) an additional 740,000 Shares (which is
equivalent to 40% of the total number of Shares purchasable upon exercise of
the Option), and (B) that number of Shares underlying the portion of the
Option which is unvested as of the Date of Termination, (ii) to the extent
then vested, be exercisable in accordance with these Award Terms until the
Expiration Date, and (iii) to the extent not then vested, be cancelled.  Notwithstanding the foregoing, in the event
of a termination of the Holder’s employment with the Company Group by the
Holder for Good Reason or by the Company Group without Cause  following a Change of Control, the Option shall, as of the
Date of Termination, (i) cease to vest, if not then fully vested, (ii) to
the extent then vested, be exercisable in accordance with these Award Terms
until the Expiration Date, (iii) to the extent not then vested, be immediately
cancelled.


 


5.             Change
of Control.


 


(a)           In
the event that the Holder is an active employee of the Company Group at the
moment immediately prior to a Change of Control and the Option is not fully
vested, upon the consummation of the Change of Control the Option shall vest as
follows:


 


	
  If the Change of Control Occurs During the
  Period:

  	
  Percentage of the Option Vesting in Addition to
  the Portion of the Option Already Vested

  
	
  Commencing on December 1, 2007 and ending on
  December 31, 2008

  	
  60% (i.e.,
  1,110,000 additional Shares)

  
	
  Commencing on January 1, 2009 and ending on
  December 31, 2009

  	
  40% (i.e., 740,000
  additional Shares)

  
	
  Commencing on January 1, 2010 and ending on
  December 31, 2010

  	
  20% (i.e., 370,000
  additional Shares)

  
	
  Commencing on January 1, 2011 and ending on the
  Expiration Date

  	
  To a total of 100% (i.e.,
  any portion of Option not then fully vested)

  



 


The portion of the Option that vests pursuant to this Section 5(a) shall
be exercisable in accordance with these Award Terms until the earlier of (i) the
Expiration Date and (ii) the tenth anniversary of the date of the Change
of Control, after which that portion of the Option shall be cancelled, without
regard to the Holder’s continued employment with the Company pursuant to the
Employment Agreement.


 


(b)           With
respect to the vested portion of the Option as of the date of the Change of
Control (including the portion of the Option that vests in accordance with Section 5(a) hereof),
in the event that the Closing Share Value is greater than the exercise price of
the Option, then the Holder shall have the right to either (A) retain the
vested portion of the Option, (B) exercise the vested portion of the
Option, or (C) forfeit the vested portion of the Option and receive, in
exchange therefor, a cash payment equal to the number of Shares underlying the
Option multiplied by the amount by which the Closing Share Value exceeds the
exercise price of the Option.


 


6.             Tax Withholding.  The Company shall have the right to require
the Holder to satisfy any Withholding Taxes resulting from the exercise (in whole
or in part) of the Option, the issuance or transfer of any Shares upon exercise
of the Option or otherwise in connection with the Award at the time such
Withholding Taxes become due.  The Holder
shall be entitled to 


 


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satisfy any Withholding Taxes contemplated by this Section 6:  (a) by delivery to the Company of  a bank check or certified check or wire
transfer of immediately available funds; (b) if securities of the Company
of the same class as the Shares are then traded or quoted on a national
securities exchange, the Nasdaq Stock Market, Inc. or a national quotation
system sponsored by the National Association of Securities Dealers, Inc.
and with the Company’s consent, through the delivery of irrevocable written
instructions, in form acceptable to the Company, to the Equity Account
Administrator (or, with the Company’s consent, such other brokerage firm as may
be requested by the person exercising the Option) to sell some or all of the
Shares being purchased upon such exercise and to thereafter deliver promptly to
the Company from the proceeds of such sale an amount in cash equal to the
aggregate amount of such Withholding Taxes, (c) through the delivery of
irrevocable written instructions, in a form acceptable to the Company, that the
Company withhold 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), or (d) with the Company’s
consent, by any combination of (a), (b) and (c) above or any other
means permitted under the Plan. 
Notwithstanding anything to the contrary contained herein, (i) the
Company or any of its subsidiaries or affiliates shall have the right to withhold
from the Holder’s compensation any Withholding Taxes contemplated by this Section 6
and (ii) the Company shall have no obligation to deliver any Shares upon
exercise of the Option unless and until all Withholding Taxes contemplated by
this Section 6 have been satisfied.


 


7.             Reservation
of Shares.  The Company shall at all
times reserve for issuance or delivery upon exercise of the Option such number
of Common Shares as shall be required for issuance or delivery upon exercise
thereof.


 


8.             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 the Holder taken as a whole
without the Holder’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 9
hereof) affecting the Company or any of its subsidiaries or affiliates or the
financial statements of the Company or any of its subsidiaries or 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 Section 409A of the Code.


 


9.             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 the Holder that would
otherwise result from (a) any stock dividend, extraordinary dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Company, or (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 


 


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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 or other equity awards), if any, as it may determine to be
equitable in the circumstances and may require in connection therewith the
surrender of the Award.


 


10.           Registration
and Listing.  Notwithstanding
anything to the contrary contained herein, the Option may not be exercised, and
the Option and Shares purchasable upon exercise of the Option may not be
purchased, sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of or encumbered in any way, unless such transaction is in compliance
with (a) the Securities Act of 1933, as amended, or any comparable federal
securities law, and all applicable state securities laws, (b) the
requirements of any securities exchange, securities association, market system
or quotation system on which securities of the Company of the same class as the
Shares are then traded or quoted, (c) any restrictions on transfer imposed
by the Company’s certificate of incorporation or bylaws, and (d) 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.  The Company is under no
obligation to register, qualify or list, or maintain the registration,
qualification or listing of, the Option or Shares with the SEC, any state
securities commission or any securities exchange, securities association,
market system or quotation system to effect such compliance.  The Holder 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 of 1933, as amended, relating to the Option
or Shares, to issue or transfer the Option or 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 resale of
the Option or Shares under the Securities Act of 1933, as amended, or any
comparable federal securities law or applicable state securities law.


 


11.           Transferability.  Except as otherwise permitted under the Plan
or this Section 11, the Option shall not be transferable by the Holder
other than by will or the laws of descent and distribution.  Subject to the terms of the Plan, with the
Company’s consent, the Holder may transfer all or part of the Option 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 the Holder will remain bound
by the terms and conditions of the Plan, the Grant Notice and these Award
Terms.


 


12.           Section 409A.  Payments contemplated with respect to the
Award are intended to be exempt from Section 409A of the Code, 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 of the Code.  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 of the Code
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 the Holder or any other person of a penalty
tax under Section 409A of the Code, the Committee may, in its sole
discretion, modify the terms of the Plan, the Grant Notice or these Award
Terms, without the 


 


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consent of the Holder, in the manner that the Committee may reasonably
and in good faith determine to be necessary or advisable to avoid the
imposition of such penalty tax and in a manner designed to preserve the
economics of the Award to the Holder.


 


13.           Legend.  The Company may, if determined by it based on
the advice of counsel to be appropriate, cause any certificate evidencing
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.”


 


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


 


15.           No
Rights as Stockholder.  No holder of
the Option 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 and these Award Terms.


 


16.           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.


 


17.           Governing
Law.  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.


 


18.           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 the Holder and, to the
extent applicable, the Holder’s permitted assigns under Section 3(b) hereof
and the Holder’s estate or beneficiary(ies) as determined by will or the laws
of descent and distribution.


 


19.           Notices.  Any notice or other document which the Holder
or the Company may be required or permitted to deliver to the other 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 as follows: (a) if 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
the Holder may designate in writing from time to time; and (b) if to the
Holder, at the address shown in the Employment Agreement or such other address
as the Holder by notice to the Company may designate in writing from time to
time.  Notices shall be effective upon
receipt.


 


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20.           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, the terms of
the Grant Notice or these Award Terms, as the case may be, shall control.  In the event of any conflict between the
terms of the Employment Agreement, the Grant Notice or these Award Terms and
the terms of the Plan, the terms of the Plan shall control.


 


21.           Deemed
Agreement.  By accepting the Award,
the Holder is deemed to be bound by the terms and conditions set forth in the
Employment Agreement relating to the Award, the Plan, the Grant Notice and
these Award Terms.


 


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