Exhibit
10.5


ACTIVISION, INC.


AMENDED AND RESTATED 2003
INCENTIVE PLAN


NOTICE OF RESTRICTED SHARE AWARD


 


You have been awarded
Restricted Shares of Activision, Inc. (the “Company”), as follows:


•                  Your name:  Robin
Kaminsky


•                  Total number of
Restricted Shares awarded:  23,333


•                  Date of
Grant:  October
19, 2006


•                  Grant ID:  03001796


•                  Your Award of
Restricted Shares is governed by the terms and conditions set forth in:


•                  this Notice of
Restricted Share Award;


•                  the Restricted
Share Award Terms attached hereto as Exhibit A (the “Award Terms”); and


•                  the Company’s
Amended and Restated 2003 Incentive Plan, the receipt of a copy of which you
hereby acknowledge.


•                  Your Award of
Restricted Shares has been made in accordance with your Employment Agreement as
a material inducement to your entering into or renewing employment with the
Company or one of its subsidiaries or affiliates pursuant to such Employment
Agreement, and is also governed by any applicable terms and conditions set
forth in such Employment Agreement.


•                  Certain terms
of your Award:


•                  Schedule
for Lapse of Restrictions: 
Except as otherwise provided under the Award Terms, the Restrictions on
the Restricted Shares awarded to you will lapse as follows, provided you remain
continuously employed by the Company or one of its subsidiaries or affiliates
through each such date:




	
  Schedule for Lapse of Restrictions

  
	
  Date on which

  	
   

  	
  No. of Restricted Shares

  
	
  Restrictions Lapse

  	
   

  	
  as to which Restrictions Lapse

  
	
  First anniversary of Date of Grant

  	
   

  	
  7,778

  
	
  Second anniversary of Date of Grant

  	
   

  	
  7,778

  
	
  Third anniversary of Date of Grant

  	
   

  	
  7,777

  






 


 

















 


•                  To accept your Award of Restricted Shares, you must
sign and return to the Company this Notice of Restricted Share Award, which
bears an original signature on behalf of the Company.  You are urged to do so promptly.


•                  Please return all items to be returned to the Company
at:


Activision, Inc.

3100 Ocean Park Boulevard

Santa Monica, CA  90405

Attn:  Stock Plan Administration


 


 


 


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You
should retain the enclosed duplicate copy of this Notice of Restricted Share
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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ George L. Rose

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President
  and General Counsel

  
	
   

  	
   

  	
  Date: 

  	
  September 4, 2007

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Robin
  Kaminsky

  	
   

  	
   

  
	
  ROBIN
  KAMINSKY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
  September 25, 2007

  	
   

  	
   

  
					






 


 


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EXHIBIT A


ACTIVISION, INC.


AMENDED AND RESTATED 2003 INCENTIVE PLAN


RESTRICTED SHARE AWARD TERMS


 


1.                                       Definitions.


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


“Additional Shares” means any
additional shares of Common Stock or other securities issued in respect of
Restricted Shares in connection with any adjustment pursuant to Section 10
hereof.


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


“Award Terms” means these
Restricted Share Award Terms.


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


“Common Stock” means the
Company’s common stock, $0.000001 par value per share.


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


“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.


“Competitive Business” shall have the meaning set forth in the Employment
Agreement.


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


“Disability” shall have the
meaning set forth in, or otherwise be determined in accordance with, the
Employment Agreement.


“Employment
Agreement” means the employment agreement between Grantee and
the Company or one of its subsidiaries or affiliates, as in effect from time to
time.


“Employment Period” shall have the
meaning set forth in the Employment Agreement.


“Employment
Violation” means any material breach by Grantee of the
Employment Agreement for so long as the terms thereof shall apply to Grantee
(with any breach 


 

















 


of
the post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).


“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.


“Good Reason” means (i)
Activision Publishing, Inc.’s relocation to a location more than 25 miles from
Los Angeles County or (ii) the material diminution of Grantee’s job duties.


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


“Grant Notice” means the
Notice of Restricted Share 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.


“Plan” means the
Activision, Inc. Amended and Restated 2003 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 lapses of the Restrictions 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 any Vested Shares during such Look-back
Period and sold such Vested Shares, an amount equal to the product of (A) the
sales price per Vested Share times (B) the number of such Vested Shares sold at
such sales price; plus


(ii)           if Grantee has received any Vested Shares during such
Look-back Period and not sold such Vested Shares, an amount equal to the
product of (A) the greatest of the following: (1) the Fair Market Value
per share of Common Stock on the date the Restrictions lapsed with respect to
such Vested Shares, (2) the arithmetic average of the per share closing sales
prices of Common Stock 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
Stock 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.


“Restricted Book Entry” means a book
entry on the Company’s stock register maintained by its transfer agent and
registrar, which book entry shall bear a notation regarding the Restrictions as
set forth in Section 13(a) hereof and, if appropriate, a notation regarding
securities law restrictions as set forth in Section 13(b) hereof.


 


 


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“Restricted Shares” means shares
of Common Stock or other securities subject to the Award (including any
Additional Shares) as to which the Restrictions have not lapsed and which have
not been forfeited to the Company in accordance with the Grant Notice and these
Award Terms.


“Restrictions” means the
restrictions set forth in Section 2 hereof.


“Vested Shares” means shares
of Common Stock or other securities subject to the Award (including any
Additional Shares) as to which the Restrictions have lapsed in accordance with
Section 3 or 4 hereof.


“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.


2.             Restrictions.  None of the shares of Common Stock or other
securities subject to the Award (including any Additional Shares), or any right
or privilege pertaining thereto, may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of or encumbered in any way not expressly
permitted by these Award Terms, or subjected to execution, attachment or
similar process, unless and until such restrictions thereon lapse pursuant to
Section 3 or 4 hereof.  Any attempt to
sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber
any such shares of Common Stock or other securities, or any right or privilege
pertaining thereto, in any way not expressly permitted by these Award Terms
before such restrictions thereon lapse pursuant to Section 3 or 4 hereof shall
be null and void and of no force and effect.


3.             Lapse of Restrictions.  Except as otherwise set forth in these Award
Terms, the Restrictions shall lapse in accordance with the “Schedule for Lapse
of Restrictions” set forth on the Grant Notice.


4.             Termination of Employment.


(a)           Cause.  In the event that Grantee’s employment is
terminated by the Company or any of its subsidiaries or affiliates for Cause
prior to the lapse of the Restrictions, as of the date of such termination of employment
the Restrictions shall cease to lapse and all Restricted Shares shall
immediately be forfeited to the Company without payment of consideration by the
Company.


(b)           Without Cause or With Good Reason.  In the event that Grantee’s employment is
terminated by the Company or any of its subsidiaries or affiliates without
Cause or by Grantee with Good Reason, in each case during the Employment Period,
(i) the Restrictions on the Restricted Shares shall continue to lapse in
accordance with the “Schedule for Lapse of Restrictions” set forth on the Grant
Notice as if Grantee’s employment had continued for a period of 24 months after
the date of such termination and (ii) as of the date which is 24 months after
the date of such termination, all Restricted Shares shall immediately be
forfeited to the Company without payment of consideration by the Company.


 


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(c)           Death or Disability.  In the event that Grantee dies while employed
by the Company or any of its subsidiaries or affiliates or Grantee’s employment
with the Company or any of its subsidiaries or affiliates is terminated due to
Grantee’s Disability, in each case prior to the lapse of the Restrictions, (i)
the Restrictions on the Restricted Shares shall continue to lapse in accordance
with the “Schedule for Lapse of Restrictions” set forth on the Grant Notice as
if Grantee’s employment had continued for a period of 24 months after the date
of such termination and (ii) as of the date which is 24 months after the date
of such termination, all Restricted Shares shall immediately be forfeited to
the Company without payment of consideration by the Company.


(d)           Other.  Unless the Committee  decides otherwise, in the event that
Grantee’s employment is terminated for any reason not addressed by Section
4(a), 4(b) or 4(c) hereof prior to the lapse of the Restrictions, as of the
date of such termination of employment the Restrictions shall cease to lapse
and all Restricted Shares shall immediately be forfeited to the Company without
payment of consideration by the Company.


5.             Tax
Withholding.  The Company shall have
the right to require Grantee to satisfy any Withholding Taxes resulting from
the lapse of the Restrictions or otherwise in connection with the Award at the
time such Withholding Taxes become due. 
Grantee shall be entitled to satisfy any Withholding Taxes contemplated
by this Section 5 by delivery to the Company of:  (a) cash, certified check or bank check or
wire transfer of immediately available funds; (b) with the Company’s consent,
Vested Shares otherwise then deliverable (valued in the same manner used in
computing the amount of such Withholding Taxes); or (c) with the Company’s
consent, any combination of (a) and (b) above. 
Notwithstanding anything to the contrary contained herein, (i) the
Company or any of its subsidiaries or affiliates shall have the right to
withhold from Grantee’s compensation any Withholding Taxes contemplated by this
Section 5 and (ii) the Company shall have no obligation to deliver any Vested
Shares unless and until all Withholding Taxes contemplated by this Section 5
have been satisfied.


6.             Voting
Rights.  The holder of the Restricted
Shares shall be entitled to the voting privileges associated therewith.


7.             Dividends.  Any cash dividends declared and paid on the
Restricted Shares shall be paid to the holder thereof concurrently with the
payment of such dividends to all other record holders of Common Stock.


8.             Receipt
and Delivery; Removal of Restrictions. 
Restricted Shares shall be evidenced by a Restricted Book Entry in the
name of the holder of the Restricted Shares. 
Restricted Shares shall become Vested Shares at such time as the
Restrictions thereon lapse in accordance with the Grant Notice and these Award
Terms.  As soon as practicable after the
Restrictions on any Restricted Shares lapse, the Company shall cause the legend
regarding the Restrictions set forth in Section 14(a) hereof to be removed
from the resulting Vested Shares and cause the resulting 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 regarding
securities law restrictions as set forth in Section 14(b) hereof, the Company
shall instead cause a certificate evidencing such Vested Shares and bearing
such legend to be delivered to the person entitled thereto.


 


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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, or amend, alter,
accelerate, suspend, discontinue or terminate the Award, the Grant Notice or
these Award Terms; provided, however, that, except as provided in
Section 10 or 11 hereof, without the consent of Grantee, no such amendment,
alteration, suspension, discontinuation or termination of the Award, the Grant
Notice or these Award Terms may materially and adversely affect the rights or
obligations of Grantee in respect of the Award, taken as a whole.  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.  By accepting and agreeing to the Award,
Grantee consents to any such amendment, alteration, suspension, discontinuation
or termination of the Award, the Grant Notice or these Award Terms that
(i) is effected in accordance with Section 10 or 11  hereof or (ii) does not materially
and adversely affect the rights or obligations of Grantee in respect of the
Award, taken as a whole.


10.           Adjustments.  Notwithstanding anything to the contrary
contained herein, to prevent the dilution or enlargement of benefits or
potential benefits intended to be made available under the Plan, in the event
of any corporate transaction or event such as a stock dividend, extraordinary
dividend or other similar distribution (whether in the form of cash, shares of
Common Stock, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of shares of Common Stock or
other securities, the issuance of warrants or other rights to purchase shares
of Common Stock or other securities, or other similar corporate transaction or
event affecting shares of Common Stock, then the Award shall be adjusted in
accordance with Section 7.6 of the Plan. 
In addition, the Committee is authorized to make such adjustments as it
deems appropriate in the terms and conditions of, and the criteria included in,
the Award in recognition of unusual or nonrecurring events (including, without
limitation, events described in the preceding sentence) affecting the Company
or any of its subsidiaries or affiliates or the financial statements of the
Company or any of its subsidiaries or affiliates, or in response to changes in
applicable laws, regulations or accounting principles.  It is intended that the Award will not be
subject to any adverse consequences under Section 409A of the Code; however,
the Committee is authorized to make such adjustments as it deems appropriate to
the terms and conditions of the Award in order to prevent the Award from
becoming subject to any adverse consequences under Section 409A of the
Code.  Any Additional Shares issued in
connection with an adjustment pursuant to this Section 10 shall be subject to
the same Restrictions, and provisions with respect to the lapse thereof, as the
Restricted Shares in respect of which such Additional Shares were issued.


11.           Registration
and Listing.  Notwithstanding
anything to the contrary contained herein, the Company shall not be obligated
to issue or transfer any Restricted Shares or Vested Shares, and no Restricted
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 (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 securities subject to the Award are then traded



 


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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, Restricted Shares 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 of 1933, as amended, relating
to Restricted Shares or Vested Shares, to issue or transfer Restricted Shares
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 Restricted Shares or Vested
Shares or resale of Restricted Shares or Vested Shares under the Securities Act
of 1933, as amended, or any comparable federal securities law or applicable
state securities law.


12.           Limited
Transferability.  Notwithstanding the
Restrictions or anything else to the contrary contained herein, with the
Committee’s consent, Grantee may transfer Restricted Shares to any one or more
of the following persons:  (a) the
spouse, parent, issue, spouse of issue, or issue of spouse (with “issue”
including all descendants, whether natural or adopted) of Grantee; (b) a
trust for the benefit of one or more persons described in clause (a) above
or for the benefit of Grantee; or (c) an entity in which Grantee or one or
more of the persons described in clause (a) or (b) above is a beneficial owner;
provided, however, that such Restricted Shares shall remain
subject to the Restrictions in the hands of the transferee and that such
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.


13.           Employment
Violation.


(a)           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 Restricted Shares 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 by him or her during the
Look-back Period with respect to such Employment Violation and Grantee shall
not be entitled to receive any consideration from the Company in exchange
therefor.  Any such forfeiture of
Restricted Shares 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.


(b)           Without limiting the generality of
Section 13(a) hereof and Section 7.8 of the Plan and notwithstanding anything
to contrary contained herein, to the extent the Restrictions would otherwise
continue to lapse following the termination of Grantee’s employment, if Grantee
becomes employed by a corporation or other entity engaged in a Competitive Business
or otherwise engages directly or indirectly in a Competitive Business, whether
or not in breach of the Employment Agreement, as of the date on which such
engagement commences the 


 


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Restrictions shall cease to lapse and all Restricted
Shares shall immediately be forfeited to the Company without payment of
consideration by the Company.


14.           Legends.


(a)           Restrictions.  The Company shall cause any Restricted Book
Entry evidencing the Restricted Shares to bear a notation substantially as
follows:


“THE SALE OR TRANSFER OF THE
SHARES OF COMMON STOCK REPRESENTED HEREBY, WHETHER VOLUNTARY, INVOLUNTARY OR BY
OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH
IN THE ACTIVISION, INC. AMENDED AND RESTATED 2003 INCENTIVE PLAN (THE “PLAN”),
AND IN THE ASSOCIATED NOTICE OF RESTRICTED SHARE AWARD, INCLUDING THE
RESTRICTED SHARE AWARD TERMS ATTACHED THERETO (THE “AWARD NOTICE”).  A COPY OF THE PLAN AND AWARD NOTICE MAY BE
OBTAINED FROM ACTIVISION, INC.”


(b)           Securities Laws.  The Company may, if determined by it based on
the advice of counsel to be appropriate, cause any Restricted Book Entry
evidencing Restricted Shares or any certificate evidencing Vested Shares to
bear a notation or legend, as the case may be, 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.”


15.           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 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 Grantee at any time, with or without Cause.


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 California, without giving effect to principles of
conflicts of laws thereof.


 


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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 Grantee and, to the
extent applicable, Grantee’s permitted assigns under Section 12 hereof and  Grantee’s estate or beneficiary(ies) as
determined by will or the laws of descent and distribution.


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


20.           Conflict with Plan.  In the event of any conflict between the
terms of the Grant Notice or these Award Terms and the terms of the Plan, the
terms of the Plan shall control.  Nothing
in the Grant Notice, these Award Terms or the Plan is intended to, or does,
deprive Grantee of the benefit of any term or provision for which Grantee
specifically bargained with the Company, as such term or provision is expressly
set forth in Grantee’s Employment Agreement


 


 


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