Exhibit 10.3


 


ACTIVISION, INC.


AMENDED AND RESTATED 2003 INCENTIVE PLAN


NOTICE
OF SHARE OPTION AWARD


 


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


•                  Your name:  Robin Kaminsky


•                  Total number of Shares purchasable upon exercise of the Option
awarded:  200,000


•                  Exercise Price:  US $15.142 per
Share


•                  Date of Grant:  October 19, 2006


•                  Expiration Date:  October 19, 2016


•                  Grant ID:  03001794


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


•                  this Notice of Share Option Award;


•                  the Share Option 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 Share
Option Award 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 Vesting: 
Except as otherwise provided under the Award Terms, the Option awarded
to you will vest and become exercisable as follows, provided you remain
continuously employed by the Company or one of its subsidiaries or affiliates
through each such date:


 


 

















 




	
  Schedule
  for Vesting

  
	
  Date of
  Vesting

  	
   

  	
  No. of
  Shares Vesting at

  Vesting Date

  	
   

  	
  Cumulative
  No. of Shares

  Vested at Vesting Date

  
	
  October
  19, 2007

  	
   

  	
  66,667

  	
   

  	
  66,667

  
	
  October
  19, 2008

  	
   

  	
  66,667

  	
   

  	
  133,334

  
	
  October
  19, 2009

  	
   

  	
  66,666

  	
   

  	
  200,000

  






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


•                  To accept your
Award of the Option, you must sign and return to the Company this Notice of
Share 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 Share 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 Share 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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


 


2


 

















 


EXHIBIT
A


ACTIVISION,
INC.


AMENDED
AND RESTATED 2003 INCENTIVE PLAN


SHARE
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.


“Award Terms” means these Share Option 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
the Holder and the Company or one of its subsidiaries or affiliates, as in
effect from time to time.


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


“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” 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.


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


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


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


“Option” means the option to purchase shares of
Common Stock awarded to the Holder on the terms and conditions described in the
Grant Notice and these Award Terms.


“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 the Holder, the
gross gain realized or unrealized by the Holder upon all exercises of the
Option during the Look-back Period with respect to such Employment Violation,
which gain shall be calculated as the sum of:


(i)            if
the Holder has exercised any portion of the Option during such Look-back Period
and sold any of the Shares acquired on exercise thereafter, an amount equal to
the product of (A) the sales price per Share sold minus the Exercise Price
times (B) the number of Shares as to which the Option was exercised and which
were sold at such sales price; plus


(ii)           if
the Holder has exercised any portion of the Option during such Look-back Period
and not sold any of the Shares acquired on exercise thereafter, 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 of exercise, (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 10 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 


 


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computation, minus the
Exercise Price, times (B) the number of Shares as to which the Option was exercised
and which were not sold.


“Shares” means the shares of Common
Stock or other securities 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.


2.             Expiration. 
Except as otherwise set forth in these Award Terms, the Option shall
expire and no longer be exercisable on the Expiration Date.


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;
Transferability.  Except as otherwise
permitted under the Plan, the Option may be exercised during the Holder’s
lifetime only by the Holder.  With the
Committee’s consent, all or part of the Option may be transferred in accordance
with Section 7.3 of the Plan.  EXCEPT AS
OTHERWISE PERMITTED UNDER THE PLAN AND THESE AWARD TERMS, THE OPTION SHALL NOT
BE TRANSFERABLE BY THE HOLDER OTHER THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.


(c)           Procedure for Exercise.  The Option may be exercised by the Holder as
to all or any of the Shares as to which it 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) in cash or by certified check or bank 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 


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aggregate Exercise Price of the Shares being
purchased, or (iii) with the Company’s consent, any combination of (i) or (ii)
above.


(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.  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 11 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 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)           Cause.  In the event that the Holder’s employment is
terminated by the Company or any of its subsidiaries or affiliates for Cause
prior to the vesting in full of the Option, as of the date of such termination
of employment the Option shall (i) cease to vest as of the date of such
termination of employment and (ii) to the extent vested as of the date of such
termination of employment, be exercisable in accordance with these Award Terms
until the earlier of (A) the 30th day after the date of such termination of
employment and (B) the Expiration Date, after which the Option shall no longer
be exercisable and shall be cancelled.


(b)           Without Cause or With Good
Reason.  In the event that the Holder’s
employment is terminated by the Company or any of its subsidiaries or
affiliates without Cause or by the Holder with Good Reason, in each case during
the Employment Period,
the Option shall (i) continue to vest in accordance with the “Schedule for
Vesting” set forth on the Grant Notice as if the Holder’s employment had
continued for a period of 24 months after the date of such termination and (ii)
to the extent vested on the date which is 24 months after the date of such
termination, be exercisable in accordance with these Award Terms until the earlier
of (A) the 30th day thereafter and (B) the Expiration
Date, after which the Option shall no longer be exercisable and shall be
cancelled.


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(c)           Death or Disability.  In the event that the Holder dies while
employed by the Company or any of its subsidiaries or affiliates or the Holder’s
employment with the Company or any of its subsidiaries or affiliates is
terminated due to the Holder’s Disability, in each case prior to the vesting in
full of the Option, the Option shall (i) continue to vest in accordance with
the “Schedule for Vesting” set forth on the Grant Notice as if the Holder’s
employment had continued for a period of 24 months after the date of such
termination and (ii) to the extent vested on the date which is 24 months after
the date of such termination, be exercisable in accordance with these Award
Terms until the earlier of (A) the 30th day thereafter and
(B) the Expiration Date, after which the Option shall no longer be
exercisable and shall be cancelled.


(d)           Other.  Unless the Committee decides otherwise, in
the event that the Holder’s employment is terminated for any reason not addressed
by Section 4(a), 4(b) or 4(c) hereof prior to the vesting in full of the Option,
the Option shall (i) cease to vest as of the date of such termination of
employment and (ii) to the extent vested as of the date of such termination of
employment, be exercisable in accordance with these Award Terms until the
earlier of (A) the 30th day after the date of such termination of employment
and (B) the Expiration Date, after which the Option shall no longer be
exercisable and shall be cancelled.


5.             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 satisfy any Withholding Taxes contemplated by this
Section 5 (a) by delivery to the Company of  a certified check or bank 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; or (c) with the Company’s consent, by 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 the Holder’s
compensation any Withholding Taxes contemplated by this Section 5 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 5 have been satisfied.


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


7.             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 


5

















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 8 or 9 hereof,
without the consent of the Holder, 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 the
Holder 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, the
Holder 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 8 or 9 hereof or
(ii) does not materially and adversely affect the rights or obligations of
the Holder in respect of the Award, taken as a whole.


8.             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.


9.             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 


6

















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.


10.           Employment Violation.


(a)           In the event of an Employment
Violation, the Company shall have the right to require (i) the termination and
cancellation of the Option, whether vested or unvested, and (ii) payment
by the Holder to the Company of the Recapture Amount with respect to such
Employment Violation; provided, however, that, in lieu of payment
by the Holder to the Company of the Recapture Amount, the Holder, in his or her
discretion, may tender to the Company the Shares acquired upon exercise of the
Option during the Look-back Period with respect to such Employment Violation
and the Holder shall not be entitled to receive any consideration from the
Company in exchange therefor.  Any such
termination of the Option 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 the Holder’s
employment if not already terminated and to seek injunctive relief and
additional monetary damages.


(b)           Without limiting the generality of
Section 10(a) hereof and Section 7.8 of the Plan and notwithstanding anything
to contrary contained herein, to the extent the Option would otherwise continue
to vest or be exercisable following the termination of the Holder’s employment,
if the Holder becomes employed by a corporation or other entity engaged in a
Competitive Business or otherwise engages directly or indirectly in a
Competitive Business, as of the date on which such employment or other
engagement commences, this Option shall (i) cease to vest and (ii) to the
extent the vested, be exercisable in accordance with this Option Agreement
until the earlier of (A) the 30th day thereafter and (B) the
Expiration Date.


11.           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.”


12.           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 


7

















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.


13.           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.


14.           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.


15.           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.


16.           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.


17.           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.


18.           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 the Holder of the benefit of any term or provision for which the Holder
specifically bargained with the Company, as such term or provision is expressly
set forth in the Holder’s Employment Agreement.


8