Exhibit 10.15


 


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:  Ann Weiser


•                  Total number of Restricted Share Units
awarded:  15,000


•                  Date of Grant:  September
28, 2007


•                  Grant ID: 
03001966


•                  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 August 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 August 31st of
the year in which the Committee determines 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:  12  months


•                  Termination on Death Acceleration
Period:  12
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:

  	
  George L. Rose

  
	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
  Date:

  	
   November 5, 2007

  



 


 


	
  ACCEPTED
  AND AGREED:  

  
	
   

  
	
  /s/ Ann Weiser

  	
   

  
	
  Ann Weiser

  
	
   

  
	
  Date: 

  	
  November 5, 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 


 


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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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