Exhibit 10.13


 


ACTIVISION, INC.


 


AMENDED AND RESTATED 2003 INCENTIVE PLAN


 


NOTICE OF RESTRICTED SHARE UNIT AWARD


 


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


 


•      Your
name:  George Rose


 


•      Total
number of Restricted Share Units awarded: 
25,000


 


•      Date
of Grant:  September 28, 2007


 


•      Grant
ID:  03001964


 


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


 


•      this Notice of Restricted Share Unit Award;


 


•      the Restricted Share Unit 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 Share Units 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 Restricted Share Units awarded to you will
vest in full on March 31, 2010, provided you remain continuously employed by
the Company or one of its subsidiaries or affiliates through such date. Notwithstanding
the foregoing, the following number of the Restricted Share Units awarded to
you will vest on a date established by the Committee upon its determination
that the corresponding event has occurred, provided you remain continuously
employed by the Company or one of its subsidiaries or affiliates through such
date:


 

















 


	
  No. of Restricted Share

  	
   

  	
  Event Causing

  	
   

  
	
  Units That Vest

  	
   

  	
  Restricted Share Units to Vest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25% of total
  number

  	
   

  	
  Achievement of “Annual Operating Plan” operating
  income objectives for the Company’s 2008
  fiscal year as established by the Committee on or prior to the 90th
  day of such fiscal year.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25% of total
  number

  	
   

  	
  Achievement of “Annual Operating Plan” operating
  income objectives for the Company’s 2009
  fiscal year as established by the Committee on or prior to the 90th
  day of such fiscal year.

  	
   

  



 


•      Termination
Without Cause or For Good Reason Continuation Period:  24
months


 


•      Termination on
Death Acceleration Period:  24  months


 


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


 


•      Please return the signed Notice of
Restricted Share Unit 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 Restricted Share
Unit Award for your records.


 


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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/
  Ann Weiser

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Human Resources Officer

  	
   

  
	
   

  	
  Date:
  

  	
  November
  6, 2007

  	
   

  
	
   

  
	
   

  
	
  ACCEPTED AND AGREED:

  
	
   

  
	
   

  
	
  /s/ Georg L. Rose

  	
   

  
	
  George Rose

  
	
   

  
	
  Date:

  	
  November 6, 2007

  	
   

  
								



 


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EXHIBIT A


 


ACTIVISION, INC.


 


AMENDED AND RESTATED 2003 INCENTIVE PLAN


 


RESTRICTED SHARE UNIT AWARD TERMS


 


1.             Definitions.


 


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


 


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


 


“Award Terms” means these
Restricted Share Unit 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.


 


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


 


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


 


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


 

















 


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


 


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


 


“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 vesting of Restricted Share Units 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 such Vested Shares vested, (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 12 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 Share Units” means
units subject to the Award, which represent the conditional right to receive
shares of Common Stock or other securities in accordance with the Grant Notice
and these Award Terms, unless and until such units become vested or are
forfeited to the Company in accordance with the Grant Notice and these Award
Terms.


 


“Vested Shares” means shares of
Common Stock or other securities to which the holder of Restricted Stock Units
becomes entitled upon vesting thereof in accordance with Section 2 or 3
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.


 


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2.             Vesting. Except
as otherwise set forth in these Award Terms, the Restricted Share Units shall
vest in accordance with the “Schedule for Vesting” set forth on the Grant
Notice. Each Restricted Share Unit, upon vesting thereof, shall entitle the
holder thereof to receive one share of Common Stock (subject to adjustment
pursuant to Section 9 hereof).


 


3.             Termination of
Employment.


 


(a)           For Cause or Without
Good Reason. In the event that Grantee’s employment is terminated by the Company
or any of its subsidiaries or affiliates for Cause or by Grantee in breach of
Section 10(a) of the Employment Agreement, in each case prior to the vesting of
all Restricted Share Units, as of the date of such termination of employment
all Restricted Share Units shall cease to vest and shall immediately be
forfeited to the Company without payment of consideration by the Company.


 


(b)           Without Cause or For
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 for Good
Reason, in each case prior to the vesting of all Restricted Share Units,
(i) the Restricted Share Units shall continue to vest following the date
of such termination of employment in accordance with the “Schedule for Vesting”
set forth on the Grant Notice as if Grantee’s employment had continued
thereafter for the “Termination Without Cause or For Good Reason Continuation
Period” set forth on the Grant Notice and (ii) all other Restricted Share
Units shall cease to vest as of the date of such termination of employment and
shall immediately be forfeited to the Company without payment of consideration
by the Company.


 


(c)           Death. In the
event that Grantee dies while employed by the Company or any of its
subsidiaries or affiliates prior to the vesting of all Restricted Share Units,
as of the date of Grantee’s death (i) the number of Restricted Share Units
that would have ultimately vested in accordance with the “Schedule for Vesting”
set forth on the Grant Notice assuming Grantee’s employment had continued
thereafter for the “Termination on Death Acceleration Period” set forth on the
Grant Notice shall immediately vest and (ii) all other Restricted Share
Units shall cease to vest and 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 3(a), 3(b) or 3(c) hereof
prior to the vesting of all Restricted Share Units, as of the date of such
termination of employment all Restricted Share Units shall cease to vest and
shall immediately be forfeited to the Company without payment of consideration
by the Company.


 


4.             Tax Withholding.
The Company shall have the right to require Grantee to satisfy any Withholding
Taxes resulting from the vesting of any Restricted Share Units, the issuance or
transfer of any Vested Shares or otherwise in connection with the Award at the
time such Withholding Taxes become due. Grantee shall be entitled to satisfy
any Withholding Taxes contemplated by this Section 4 by delivery to the Company
of:  (a) a certified check or bank check
or wire transfer of immediately available funds; (b) through the delivery of
irrevocable written instructions, in form acceptable to the Company, that the
Company withhold Vested Shares otherwise then deliverable having a value equal
to the aggregate amount of the 


 


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Withholding Taxes (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 4 and (ii) the
Company shall have no obligation to deliver any Vested Shares unless and until
all Withholding Taxes contemplated by this Section 4 have been satisfied.


 


5.             Reservation of
Shares. The Company shall at all times reserve for issuance or delivery
upon vesting of the Restricted Share Units such number of shares of Common
Stock or other securities as shall be required for issuance or delivery upon
vesting thereof.


 


6.             Dividend
Equivalents. In the event that any cash dividends are declared and paid on
shares of Common Stock or other securities to which the holder of the
Restricted Stock Units would be entitled upon vesting thereof, such holder
shall be paid, on the payment date for such dividend, the amount that such
holder would have received if the Restricted Stock Units had vested, and the
shares of Common Stock or other securities to which such holder was thereupon
entitled had been issued and outstanding and held of record by such holder, as
of the record date for such dividend; provided, however, that no
dividend equivalents will be paid if the Restricted Stock Units have been
forfeited to the Company in accordance with Section 3 hereof prior to payment. Notwithstanding
the foregoing, in no event shall dividend equivalents be paid later than the 45th
day following the fiscal year in which dividends are paid. For purposes of the
time and form of payment requirements of Section 409A of the Code, dividend
equivalents will be treated separately from the Restricted Stock Units.


 


7.             Receipt and
Delivery.


 


(a)           As soon as
administratively practicable following the date that any Restricted Stock Units
vest in accordance with Section 2 or 3 hereof, the Company shall (i) effect the
issuance or transfer of the resulting Vested Shares, (ii) cause the issuance or
transfer of such Vested Shares to be evidenced on the books and records of the
Company, and (iii) cause such Vested Shares to be delivered to a
Company-Sponsored Equity Account in the name of the person entitled to such
Vested Shares (or, with the Company’s consent, such other brokerage account as
may be requested by such person); provided, however, that, in the
event such Vested Shares are subject to a legend as set forth in Section 14
hereof, the Company shall instead cause a certificate evidencing such Vested
Shares and bearing such legend to be delivered to the person entitled thereto. For
the avoidance of doubt, it is agreed and acknowledged that Restricted Stock
Units that vest pursuant to Section 3(b) will be treated as vesting on the
applicable date(s) described in the “Schedule for Vesting” set forth on the
Grant Notice and the resulting Vested Shares shall be issued or transferred as
soon as administratively practicable following such date(s), notwithstanding
any lapse of a risk of forfeiture upon Grantee’s termination of employment. In
no event shall issuance or transfer of any resulting Vested Shares occur later
than the last day of the calendar year in which vesting of the underlying
Restricted Stock Units occurs (or, if later, the 15th day of the
third calendar month following the date on which such vesting occurs).


 


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(b)           Notwithstanding Section
7(a) hereof, if the Committee determines in good faith that any such issuance,
transfer or delivery of Vested Shares to Grantee or his or her estate or beneficiaries
hereunder by reason of Grantee’s “separation from service” (as defined in
Section 409A of the Code) with the Company or any of its subsidiaries or
affiliates does not qualify for the “short-term deferral exception” or
otherwise would constitute a “deferral of compensation” under Section 409A
of the Code, Grantee is a “specified employee” (as defined in Section 409A
of the Code) and delay of payment is required by Section 409A of the Code but
is not already provided for by this Agreement, the Company shall cause the
issuance, transfer or delivery of such Vested Shares to Grantee (or Grantee’s
estate or beneficiary) upon the earlier of (a) the date that is six months
after the date of such separation from service or (b) Grantee’s death.


 


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, 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 9, 10 or 13 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 amendment, alteration, suspension, discontinuation or
termination of the Award, the Grant Notice or these Award Terms that
(i) is effected in accordance with Section 9, 10 or 13 hereof or
(ii) does not materially and adversely affect the rights or obligations of
Grantee in respect of the Award, taken as a whole.


 


9.             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.


 


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10.           Registration and
Listing. Notwithstanding anything to the contrary contained herein, the
Company shall not be obligated to issue or transfer any Restricted Share Units
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 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 Share Units or Vested
Shares with the SEC, any state securities commission or any securities
exchange, securities association, market system or quotation system to effect
such compliance. Grantee shall make such representations and furnish such
information as may be appropriate to permit the Company, in light of the then
existence or non-existence of an effective registration statement under the
Securities Act of 1933, as amended, relating to Restricted Share Units or
Vested Shares, to issue or transfer Restricted Share Units or Vested Shares in
compliance with the provisions of that or any comparable federal securities law
and all applicable state securities laws. The Company shall have the right, but
not the obligation, to register the issuance or transfer of Restricted Share
Units or Vested Shares or resale of Restricted Share Units or Vested 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
Restricted Share Units shall not be transferable by Grantee other than by will
or the laws of descent and distribution. With the Committee’s consent, Grantee
may transfer Restricted Share Units 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 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.


 


12.           Employment Violation.
In the event of an Employment Violation, the Company shall have the right to
require (i) the forfeiture by Grantee to the Company of any Restricted Share
Units and (ii) payment by Grantee to the Company of the Recapture Amount
with respect to such Employment Violation; provided, however,
that, in lieu of payment by Grantee to the Company of the Recapture Amount,
Grantee, in his or her discretion, may tender to the Company the Vested Shares
acquired during the Look-back Period with respect to such Employment Violation and
Grantee shall not be entitled to receive any consideration from the Company in
exchange therefor. Any such forfeiture of Restricted Share Units and payment of
the Recapture Amount, as the case may be, shall be in addition to, and not in
lieu of, any other right or remedy available to the Company arising out of or
in connection with such Employment 


 


6

















 


Violation, including,
without limitation, the right to terminate Grantee’s employment if not already
terminated and to seek injunctive relief and additional monetary damages.


 


13.           Section 409A. If
any provision of the Plan, the Grant Notice or these Award Terms would, in the
reasonable, good faith judgment of the Company, result or likely result in the
imposition on Grantee, beneficiary or any other person of a penalty tax under
Section 409A of the Code, the Committee may modify the terms of the Plan, the
Grant Notice or these Award Terms, without the consent of Grantee, in the
manner that the Committee may reasonably and in good faith determine to be
necessary or advisable to avoid the imposition of such penalty tax. 


 


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


 


“THE SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE ACT.”


 


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


 


17.           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.


 


18.           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.


 


19.           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 11 hereof 


 


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and Grantee’s estate or
beneficiary(ies) as determined by will or the laws of descent and distribution.


 


20.           Notices. Any
notice or other document which 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.


 


21.           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.


 


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