Exhibit 10.50


 


Employee Form


 


AMENDED
AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


NOTICE OF RESTRICTED SHARE AWARD


 


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


 


·                  Your
name:  [__________________________________________________________________]


 


·                  Total
number of Restricted Shares awarded:  [________________________________________]


 


·                  Date
of Grant:  [________________________________________________________________]


 


·                  Grant
ID:  [____________________________________________________________________]


 


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


 


·                  this Notice of
Restricted Share Award;


 


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


 


·                  the Company’s
Amended and Restated 2008 Incentive Plan, the receipt of a copy of which you
hereby acknowledge.


 


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


 


Schedule
for Lapse of Restrictions: 
[INSERT VESTING SCHEDULE]


 


·                  Please sign and return to the
Company this Notice of Restricted Share Award, which bears an original
signature on behalf of the Company.  You
are urged to do so promptly.


 

















 


·                  If you wish to make an election to
include the value of the Restricted Shares in your taxable income for the
current calendar year, you must complete and sign the Section 83(b) Election
Form attached hereto as Exhibit B and both (1) file a
copy of it with the Internal Revenue Service Center at which you file your
federal income tax return and (2) return a copy of it to the Company, in
each case no later than the 30th day after the
Date of Grant.


 


·                  Please return all items to be
returned to the Company to:


 


Activision Blizzard, Inc.

3100 Ocean Park Boulevard

Santa Monica, CA 90405

Attn:  Stock Plan Administration


 


You
should retain (1) the enclosed duplicate copy of this Notice of Restricted
Share Award for your records and (2) if applicable, two copies of your
completed Section 83(b) Election Form, (a) one copy of which
should be filed with the Internal Revenue Service Center at which you file your
federal income tax return no later than 30th day after the Date of Grant as described above
and (b) one copy of which should be submitted with your federal income tax
return for the current calendar year.


 


Any capitalized term used but not otherwise defined herein shall have
the meaning ascribed to such term in the Award Terms.


 


	
   

  	
   

  	
  ACTIVISION
  BLIZZARD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ann E. Weiser

  
	
   

  	
   

  	
  Chief Human Resources
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name of Grantee]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
					



 


2

















 


EXHIBIT
A


 


AMENDED AND RESTATED ACTIVISION
BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


RESTRICTED SHARE AWARD TERMS


 


1.                                       Definitions.


 


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


 


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


 


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


 


“Cause” (i) shall
have the meaning given to such term in any employment agreement or offer letter
between Grantee and the Company or any of its subsidiaries or affiliates in
effect from time to time or (ii) if Grantee is not party to any agreement
or offer letter with the Company or any of its subsidiaries or affiliates or any
such agreement or offer letter does not contain a definition of “cause,” shall
mean that Grantee (A) engaged in misconduct or gross negligence in the
performance of his or her duties or willfully and continuously failed or
refused to perform any duties reasonably requested in the course of his or her
employment; (B) engaged in fraud, dishonesty, or any other improper
conduct that causes, or in the sole and absolute discretion of the Company has
the potential to cause, harm to the Company Group, including the business
reputation or financial condition of any member of the Company Group; (C) violated
any lawful directives or policies of the Company Group or any applicable laws, rules or
regulations; (D) materially breached his or her employment agreement, proprietary
information agreement or any other agreement with the Company Group; (E) committed,
was indicted on charges related to, convicted of, or pled guilty or no contest
to, a felony or crime involving dishonesty, moral turpitude or which could
reflect negatively upon the Company Group of otherwise impede its operations;
or (F) breached his or her fiduciary duties to the Company Group.


 


“Common Shares” means the shares
of common stock, par value $0.000001 per share, of the Company or any security
into which such Common Shares may be changed by reason of any transaction or
event of the type referred to in Section 10 hereof.


 


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


 


“Company Group” means the
Company or any of its subsidiaries or other affiliates.


 

















 


“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 Violation”
means any material breach by Grantee of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement 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.


 


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


 


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


 


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


 


“Plan” means the Amended and
Restated Activision Blizzard, Inc. 2008 Incentive Plan, as amended from
time to time.


 


“Recapture
Amount” means, with
respect to any Employment Violation by Grantee, the gross gain realized or
unrealized by Grantee upon all lapses of the Restrictions during the Look-back
Period with respect to such Employment Violation, which gain shall be
calculated as the sum of:


 


(i)            if Grantee has received
any Vested Shares during such Look-back Period and sold such Vested Shares, an
amount equal to the product of (A) the sales price per Vested Share times (B) the
number of such Vested Shares sold at such sales price; plus


 


(ii)           if Grantee has
received any Vested Shares during such Look-back Period and not sold such
Vested Shares, an amount equal to the product of (A) the greatest of the
following: (1) the Market Value per Share of Common Shares on the date the
Restrictions lapsed with respect to such Vested Shares, (2) the arithmetic
average of the per share closing sales prices of Common Shares 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 14 hereof, or (3) the arithmetic average of the
per share closing sales prices of Common Shares as reported on NASDAQ 


 


A-2

















 


for the 30 trading day period ending on the trading
day immediately preceding the date of computation, times (B) the number of
such Vested Shares which were not sold.


 


“Restricted Book Entry” means a
book entry on the Company’s stock register maintained by its transfer agent and
registrar, which book entry shall bear a notation regarding the Restrictions as
set forth in Section 15(a) hereof and, if appropriate, a notation
regarding securities law restrictions as set forth in Section 15(b) hereof.


 


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


 


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


 


“Section 409A” means Section 409A
of the Code and the guidance and regulations promulgated thereunder.


 


“Section 83(b) Election”
means an election under Section 83(b) of the Code, or any successor
provision thereto, to include the value of the Restricted Shares in taxable
income for the calendar year in which the Award is granted.


 


“Term Sheet” means the Corporate Governance Term
Sheet approved by the Delaware Court of Chancery in connection with the
settlement of In re Activision, Inc. Shareholder
Derivative Litigation, C.D. Cal. Case No. CV06-4771 MRP (JTLx);
In re Activision Shareholder Derivative Litigation,
L.A.S.C. Case No. SC090343.


 


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


 


“Withholding Taxes” means any
taxes, including, but not limited to, social security and Medicare taxes and
federal, state and local income taxes, required to be withheld under any
applicable law.


 


(b)           Any
capitalized term used but not otherwise defined herein shall have the meaning
ascribed to such term in the Plan.


 


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


 


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


 


4.                                       Termination
of Employment.


 


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


 


(b)           Other.  Unless the Committee  determines otherwise, in the event that
Grantee’s employment is terminated for any reason other than for Cause, as of
the date of such termination of employment the Restrictions shall cease to
lapse and all Restricted Shares shall immediately be forfeited to the Company
without payment of consideration by the Company.


 


5.                                       Tax
Withholding.  The Company shall have
the right to require Grantee to satisfy any Withholding Taxes resulting from
the lapse of the Restrictions, from any Section 83(b) Election or
otherwise in connection with the Award at the time such Withholding Taxes
become due.  The Company shall determine
the method or methods Grantee may use to satisfy any Withholding Taxes
contemplated by this Section 5, which may include any of the
following:  (a) by delivery to the
Company of a bank check or certified check or wire transfer of immediately
available funds; (b) through the delivery of irrevocable written
instructions, in a form acceptable to the Company, that the Company withhold
Vested Shares otherwise then deliverable having a value equal to the aggregate
amount of the Withholding Taxes (valued in the same manner used in computing
the amount of such Withholding Taxes); or (c) 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 Grantee’s
compensation any Withholding Taxes contemplated by this Section 5 and (ii) the
Company shall have no obligation to deliver any Vested Shares unless and until
all Withholding Taxes contemplated by this Section 5 have been satisfied.


 


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


 


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


 


8.                                       Receipt
and Delivery; Removal of Restrictions. 
Restricted Shares shall be evidenced by a Restricted Book Entry in the
name of the holder of the Restricted Shares. 
Restricted Shares shall become Vested Shares at such time as the
Restrictions thereon lapse in accordance with the Grant Notice and these Award
Terms.  As soon as practicable after the
Restrictions on any Restricted Shares lapse, the Company shall cause the legend
regarding the Restrictions set forth in Section 16(a) hereof to be
removed from the resulting Vested Shares and cause the resulting Vested Shares
to be delivered to a Company-Sponsored Equity Account in the name of the person
entitled to such Vested Shares (or, with the Company’s consent, such 


 


A-4

















 


other brokerage account as may be requested by such
person); provided, however, that, in the event such Vested Shares
are subject to a legend regarding securities law restrictions as set forth in Section 15(b) hereof,
the Company shall instead cause a certificate evidencing such Vested Shares and
bearing such legend to be delivered to the person entitled thereto.


 


9.                                       Committee
Discretion.  Except as may otherwise
be provided in the Plan, the Committee shall have sole discretion to (a) interpret
any provision of the Plan, the Grant Notice and these Award Terms, (b) make
any determinations necessary or advisable for the administration of the Plan
and the Award, and (c) waive any conditions or rights of the Company under
the Award, the Grant Notice or these Award Terms.  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. 
Subject to the terms of the Plan, the Committee may amend the terms of
the Award prospectively or retroactively; however, no such amendment may
materially and adversely affect the rights of Grantee taken as a whole without
Grantee’s consent.  Without intending to
limit the generality or effect of the foregoing, the Committee may amend the
terms of the Award (i) in recognition of unusual or nonrecurring events
(including, without limitation, events described in Section 10 hereof)
affecting the Company or any of its subsidiaries or affiliates or the financial
statements of the Company or any of its subsidiaries or affiliates, (ii) in
response to changes in applicable laws, regulations or accounting principles
and interpretations thereof, or (iii) to prevent the Award from becoming
subject to Section 409A.


 


10.                                 Adjustments.  Notwithstanding anything to the contrary
contained herein, pursuant to Section 13 of the Plan, the Committee will
make or provide for such adjustments to the Award as are equitably required to
prevent dilution or enlargement of the rights of Grantee that would otherwise
result from (a) any stock dividend, extraordinary dividend, stock split,
combination of shares, recapitalization or other change in the capital
structure of the Company, (b) any change of control, merger,
consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial
or complete liquidation or other distribution of assets, or issuance of rights
or warrants to purchase securities, or (c) any other corporate transaction
or event having an effect similar to any of the foregoing.  Moreover, in the event of any such
transaction or event, the Committee, in its discretion, may provide in
substitution for the Award such alternative consideration (including, without
limitation, cash or other equity awards), if any, as it may determine to be
equitable in the circumstances and may require in connection therewith the
surrender of the Award.


 


11.                                 Compliance
with Applicable Laws and Regulations and Company Policies and Procedures.


 


(a)           Grantee
is responsible for complying with (a) any federal, state and local
taxation laws applicable to Grantee in connection with the Award, (b) any
federal and state securities laws applicable to Grantee in connection with the
Award, (c) 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, (d) any
restrictions on transfer imposed by the Company’s certificate of incorporation
or bylaws, and (e) 


 


A-5

















 


any policy or procedure the Company maintains or may adopt with respect
to the trading of its securities.


 


(b)           The
Award is subject to the terms and conditions of the Term Sheet, and any Company
policies or procedures adopted in connection with the Company’s implementation
of the Term Sheet, including, without limitation, any policy requiring or
permitting the Company to recover any gains realized by Grantee in connection
with the Award.


 


12.                                 Section 409A.  Payments contemplated with respect to the
Award are intended to be exempt from Section 409A, and all provisions of
the Plan, the Grant Notice and these Award Terms shall be construed and
interpreted in a manner consistent with the requirements for avoiding taxes or
penalties under Section 409A. 
Notwithstanding the foregoing, (i) nothing in the Plan, the Grant
Notice and these Award Terms shall guarantee that the Award is not subject to
taxes or penalties under Section 409A and (ii) 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 or any other person of taxes, interest or penalties under Section 409A,
the Committee may, in its sole discretion, 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 taxes, interest or
penalties; provided, however, that this Section 12 does not
create an obligation on the part of the Committee or the Company to make any
such modification.


 


13.                                 Registration
and Listing.  Notwithstanding
anything to the contrary contained herein, the Company shall not be obligated
to issue or transfer any Restricted Shares or Vested Shares, and no Restricted
Shares 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 Shares or Vested Shares with the SEC,
any state securities commission or any securities exchange, securities
association, market system or quotation system to effect such compliance.  Grantee shall make such representations and
furnish such information as may be appropriate to permit the Company, in light
of the then existence or non-existence of an effective registration statement
under the Securities Act of 1933, as amended, relating to Restricted Shares or
Vested Shares, to issue or transfer Restricted Shares or Vested Shares in
compliance with the provisions of that or any comparable federal securities law
and all applicable state securities laws. 
The Company shall have the right, but not the obligation, to register
the issuance or transfer of Restricted Shares or Vested Shares or resale of
Restricted Shares or Vested Shares under the Securities Act of 1933, as
amended, or any comparable federal securities law or applicable state
securities law.


 


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14.                                 Transferability.  Notwithstanding the Restrictions, with the
Company’s consent, Grantee may transfer Restricted Shares for estate planning
purposes or pursuant to a domestic relations order; provided, however,
that any 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; and provided, further that Grantee will remain bound by
the terms and conditions of the Plan, the Grant Notice and these Award Terms.


 


15.                                 Employment
Violation.  The terms of this Section 15
shall apply to the Restricted Shares if Grantee is or becomes subject to an
employment agreement with the Company or any of its subsidiaries or
affiliates.  In the event of an
Employment Violation, the Company shall have the right to require (a) the
forfeiture by Grantee to the Company of any Restricted Shares and (b) payment
by Grantee to the Company of the Recapture Amount with respect to such
Employment Violation; provided, however, that, in lieu of payment
by Grantee to the Company of the Recapture Amount, Grantee, in his or her
discretion, may tender to the Company the Vested Shares acquired during the
Look-back Period with respect to such Employment Violation and Grantee shall
not be entitled to receive any consideration from the Company in exchange therefor.  Any such forfeiture of Restricted Shares and
payment of the Recapture Amount, as the case may be, shall be in addition to,
and not in lieu of, any other right or remedy available to the Company arising
out of or in connection with such Employment Violation, including, without
limitation, the right to terminate Grantee’s employment if not already
terminated and to seek injunctive relief and additional monetary damages.


 


16.                                 Legends.


 


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


 


“THE SALE OR
TRANSFER OF THE SECURITIES REPRESENTED HEREBY, WHETHER VOLUNTARY, INVOLUNTARY
OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET
FORTH IN THE AMENDED AND RESTATED ACTIVISION BLIZZARD, INC. 2008 INCENTIVE PLAN
(THE “PLAN”), AND IN THE ASSOCIATED NOTICE OF RESTRICTED SHARE AWARD, INCLUDING
THE RESTRICTED SHARE AWARD TERMS ATTACHED THERETO (THE “AWARD NOTICE”).  A COPY OF THE PLAN AND AWARD NOTICE MAY BE
OBTAINED FROM ACTIVISION BLIZZARD, INC.”


 


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


 


“THE SECURITIES
REPRESENTED HEREBY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE 


 


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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.”


 


17.                                 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.


 


18.                                 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.


 


19.                                 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 Delaware, without giving effect to principles of conflicts
of laws thereof.


 


20.                                 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 14 hereof and  Grantee’s estate or beneficiary(ies) as
determined by will or the laws of descent and distribution.


 


21.                                 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 on any employment agreement or offer letter
between Grantee and the Company or any of its subsidiaries or affiliates in
effect from time to time, 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.


 


22.                                 Conflict
with Employment Agreement or Plan. 
In the event of any conflict between the terms of any employment
agreement or offer letter between Grantee and the Company or any of its
subsidiaries or affiliates in effect from time to time 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 any employment
agreement or offer letter between Grantee and the Company or any of its
subsidiaries or affiliates in effect from time to time, the Grant Notice or
these Award Terms and the terms of the Plan, the terms of the Plan shall
control.


 


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23.                                 Deemed
Agreement.  By accepting the Award,
Grantee is deemed to be bound by the terms and conditions set forth in the
Plan, the Grant Notice and these Award Terms.


 


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EXHIBIT
B


 


AMENDED AND RESTATED ACTIVISION
BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


SECTION 83(b) ELECTION
FORM


 


Election to Include Value
of Restricted Property in Gross Income

in Year of Transfer under Internal Revenue Code § 83(b)


 


The
undersigned (the “Taxpayer”)
hereby makes an election pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended, with respect to the property described below
and supplies the following information in accordance with the applicable
federal income tax regulations:


 


1.             The name, address and taxpayer
identification number of the Taxpayer are:


 


Name:    
____________________________________


Address: ____________________________________


                ____________________________________


Taxpayer I.D. Number: _________________________


 


2.             Description
of property with respect to which the election is being made: [__________]
shares of Common Stock, par value $0.000001 per share, of Activision Blizzard, Inc.,
a Delaware corporation (the “Company”).


 


3.             Date of
transfer; taxable year: 
The date on which property was transferred is [_____________].  The
taxable year to which this election relates is calendar year [________].


 


4.             The
nature of the restrictions to which the property is subject:  The property is subject to transfer
restrictions by virtue of an agreement between the Taxpayer and the Company,
and the book entry on the Company’s stock register evidencing the property
bears a notation to that effect.  Except
as otherwise described below, the restrictions on the property will lapse as
follows:


 


Schedule
for Lapse of Restrictions


 


	
  Date on
  which

  Restrictions Lapse

  	
   

  	
  Number
  of Shares

  as to which Restrictions Lapse

  
	
  First anniversary of [               ]

  	
   

  	
  [________________________]

  
	
  Second anniversary of [               ]

  	
   

  	
  [________________________]

  
	
  Third anniversary of [               ]

  	
   

  	
  [________________________]

  
	
  [Fourth
  anniversary of [               ]]

  	
   

  	
  [________________________]

  
	
  [Fifth
  anniversary of [               ]]

  	
   

  	
  [________________________]

  



 

















 


Unless
the Company decides otherwise, in the event that Taxpayer’s employment is
terminated for any reason, as of the date of such termination of employment the
restrictions will cease to lapse and all restricted property will immediately
be forfeited to the Company without payment of consideration by the Company.


 


5.             Fair
market value:  The fair
market value at time of transfer (determined without regard to any restrictions
other than restrictions which by their terms will never lapse) of the property
with respect to which this election is being made is $[_______] per share.


 


6.             Amount
paid for property: 
Taxpayer did not pay any cash amount for the property.


 


7.             Furnishing statement to employer:  A copy of this statement has been furnished
to the Company.


 


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Taxpayer

  



 


B-2

















 


Instructions for Section 83(b) Election
Form


 


1.                                       The
form must be filed with the Internal Revenue Service Center (or other IRS
office) at which the Taxpayer files his or her federal income tax return and
with the Company, in each case no later than the 30th day after the date of grant set forth on the
Notice of Restricted Share Award to which this Section 83(b) Election
Form is attached as Exhibit B.


 


2.                                       In
addition, the Taxpayer must submit one copy of the form with his or her federal
income tax return for the year in which the date of grant occurred.


 


3.                                       The
Section 83(b) election, once made, is irrevocable, unless the
Internal Revenue Service consents to the revocation.


 


4.                                       The
Taxpayer must sign the form.


 


B-3