Exhibit 10.12


 


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:  George Rose


 


•      Total
number of Shares purchasable upon exercise of the Option awarded:  240,000


 


•      Exercise
Price:  US $21.59 per Share


 


•      Date
of Grant:  September 28, 2007


 


•      Expiration
Date:  September
28, 2017


 


•      Grant
ID:  03001963


 


•      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

  	
   

  
	
  March
  31, 2008

  	
   

  	
  80,000

  	
   

  	
  80,000

  	
   

  
	
  March
  31, 2009

  	
   

  	
  80,000

  	
   

  	
  160,000

  	
   

  
	
  March
  31, 2010

  	
   

  	
  80,000

  	
   

  	
  240,000

  	
   

  



 


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


 


•      Termination on
Death Acceleration Period:  24  months


 


•      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/
  Ann Weiser

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Human Resources Officer

  	
   

  
	
   

  	
  Date:
  

  	
  November
  6, 2007

  	
   

  
	
   

  
	
   

  
	
  ACCEPTED AND AGREED:

  
	
   

  
	
  /s/ Georg L. Rose

  	
   

  
	
  George Rose

  
	
   

  
	
  Date:

  	
  November 6, 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.


 


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


 


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


 


“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
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.


 


2

















 


(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
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 


 


3

















 


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 12 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)           For Cause or Without
Good Reason. In the event that the Holder’s employment is terminated by the
Company or any of its subsidiaries or affiliates for Cause or by the Holder in
breach of Section 10(a) of the Employment Agreement, in each case 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, (ii) no longer be exercisable,
whether or not vested, and (iii) be immediately cancelled.


 


(b)           Without Cause or For
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
for Good Reason, 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 after the date of such termination for the “Termination Without Cause
or For Good Reason Continuation Period” set forth on the Grant Notice and (ii) to
the extent vested as of the last day of the period described in clause (i) of
this Section 4(b), be exercisable in accordance with these Award Terms until
the earlier of (A) the 30th day after that day and (B) the
Expiration Date, after which the Option shall no longer be exercisable and
shall be cancelled.


 


(c)           Death. In the
event that the Holder dies while employed by the Company or any of its
subsidiaries or affiliates prior to the vesting in full of the Option, the
Option shall (i) vest as of the date of the Holder’s death with respect to
the number of Shares as to which the Option would have ultimately vested in
accordance with the “Schedule for Vesting” set forth on the Grant Notice
assuming the Holder’s employment had continued thereafter for the “Termination
on Death Acceleration Period” set forth on the Grant Notice and (ii) to
the extent then vested, the Option shall be exercisable in accordance with
these Award Terms until the earlier of (A) the first anniversary of the date of
the Holder’s death and (B) the Expiration Date or, if the Expiration Date
is a date within six months after the date of the Holder’s death, the date 


 


4

















 


that is six months after the Holder’s death (provided,
however, that, if the Option is intended to qualify as an incentive
stock option (as such term is defined in Section 422 of the Code), in no
instance may the term of the Option exceed any maximum term established
pursuant to the Plan with respect thereto), 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 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, 9 or 11
hereof, without the consent of the Holder, no such amendment,
alteration, suspension, discontinuation or termination of the Award, the Grant 


5

















 


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 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, 9  or
11 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.


 


9.             Registration and
Listing. Notwithstanding anything to the contrary contained herein, the Company
shall not be obligated to allow the Option to 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.


 


6

















 


10.           Employment Violation.
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.


 


11.           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 the Holder, 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 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. 


 


12.           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.”


 


13.           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.


 


14.           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.


 


15.           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.


 


7

















 


16.           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.


 


17.           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.


 


18.           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.


 


19.           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.


 


8