Exhibit 10.46


 


Unaffiliated Directors (Initial
Election or 10th Anniversary) Form


 


 


AMENDED
AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


NOTICE OF RESTRICTED SHARE UNIT
AWARD


 


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


 


·                  Your name:  [______________________________________________________________]


 


·                  Total number of
Restricted Share Units awarded:  [___________]


 


·                  Date of
Grant:  [____________________________________________________________]


 


·                  Grant ID:  [________________________________________________________________]


 


·                  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 2008 Incentive Plan, the receipt of a copy of which you
hereby acknowledge.


 


·                  Schedule for Vesting:  Except as otherwise provided under the Award
Terms, the Restricted Share Units awarded to you will vest as follows, provided
you continuously serve as a member of the Board of Directors through each such
date:


 


Schedule
for Vesting


 


	
  Date of
  Vesting

  	
   

  	
  No. of Restricted

  Share Units Vesting at

  Vesting Date

  	
   

  	
  Cumulative No. of

  Restricted Share Units

  Vested at Vesting Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3 months
  after Date of Grant

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  6 months
  after Date of Grant

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  9 months
  after Date of Grant

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  First anniversary of Date of
  Grant

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  15 months
  after Date of Grant

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  18 months
  after Date of Grant

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  21 months
  after Date of Grant

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  
	
  Second anniversary of Date of
  Grant

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  



 


·                  Please 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 Blizzard, 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.


 


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 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.


 


“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 9
hereof.


 


“Company”
means Activision Blizzard, 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.


 


“Disability”
means “permanent and total disability” as defined in section 22(e)(3) of
the Code, as interpreted by the Company (with such interpretation to be final,
conclusive and binding 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 Unit Award to
which these Award Terms are attached as Exhibit A.


 


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


 


“Restricted
Share Units” means units subject to the Award, which
represent the conditional right to receive Common Shares 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.


 

















 


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


 


“Separation
from Service” means separation from service within the
meaning of Section 409A.


 


“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 to which the holder of the
Restricted Share 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.


 


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 Common Share (subject to adjustment pursuant to Section 9
hereof).


 


3.                                       Termination
of Service.


 


(a)                                  Death
or Disability.  In the event that
Grantee incurs a Separation from Service due to death or Disability, the
Restricted Share Units shall immediately vest as of the date of Grantee’s death
or the first date of Grantee’s
Disability (as determined by the Committee), as the case may be.


 


(b)                                 Change
of Control.  In the event that
Grantee incurs a Separation from Service pursuant to the terms of any business
combination or similar transaction involving the Company, the Restricted Share
Units shall immediately vest as of the date of such Separation from Service.


 


(c)                                  Other.  Unless the Committee determines otherwise, in
the event that Grantee incurs a Separation from Service for any reason not
addressed by Section 3(a) or 3(b) hereof, as of the date of such
Separation from Service all Restricted Share Units shall cease to vest and,
with the exception of any Vested Shares that have yet to settle pursuant to Section 7
hereof, 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 


 


A-2

















 


Withholding Taxes become due.  The Company shall determine the method or
methods Grantee may use to satisfy any Withholding Taxes contemplated by this Section 4,
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 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 Common Shares 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 Common Shares to which the holder of
the Restricted Share 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 Share Units had vested, and the
Common Shares 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 such dividend equivalents
shall be paid if the Restricted Share Units have been forfeited to the Company
in accordance with Section 3(c) hereof prior to payment thereof.  Notwithstanding the foregoing, in no event
shall any such dividend equivalents be paid later than the 45th day following the year in which the related
dividends are paid.  For purposes of the
time and form of payment requirements of Section 409A, such dividend
equivalents shall be treated separately from the Restricted Share Units.


 


7.                                       Receipt
and Delivery.  As soon as
administratively practicable (and, in any event, within 30 days) after (a) with
respect to the portion of the Restricted Share Units that vest on or before the
first anniversary of the Date of Grant either in accordance with the “Schedule
for Vesting” set forth on the Grant Notice or due to a Separation from Service
pursuant to Section 3 hereof, the earlier of (i) the first
anniversary of the Date of Grant and (ii) the date of Grantee’s Separation
from Service and (b) with respect to the portion of the Restricted Share
Units that vest after the first anniversary of the Date of Grant either in
accordance with the “Schedule for Vesting” set forth on the Grant Notice or due
to a Separation from Service pursuant to Section 3 hereof, the earlier of (i) the
second anniversary of the Date of Grant and (ii) the date of Grantee’s
Separation from Service, the Company shall (A) effect the issuance or
transfer of the Vested Shares, (B) cause the issuance or transfer of such
Vested Shares to be evidenced on the books and records of the Company, and (C) 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.


 


A-3

















 


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.  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 9 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 any adverse consequences under Section 409A.


 


9.                                       Adjustments.  Notwithstanding anything to the contrary
contained herein, pursuant to Section 12 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.


 


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 


 


A-4

















 


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 Company’s consent, Grantee may
transfer Restricted Share Units 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.


 


12.                                 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) 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.


 


13.                                 Section 409A.


 


(a)                                  Payments
contemplated with respect to the Award are intended to comply with 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 


 


A-5

















 


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 13
does not create an obligation on the part of the Committee or the Company to
make any such modification.


 


(b)                                 Neither
Grantee nor any of Grantee’s creditors or beneficiaries shall have the right to
subject any deferred compensation (within the meaning of Section 409A)
payable with respect to the Award to any anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment.  Except as permitted under Section 409A,
any deferred compensation (within the meaning of Section 409A) payable to
Grantee or for Grantee’s benefit with respect to the Award may not be reduced
by, or offset against, any amount owing by Grantee to the Company.


 


(c)                                  Notwithstanding
anything to the contrary contained herein, if (i) the Committee determines
in good faith that the Restricted Share Units are deferred compensation for
purposes of Section 409A, (ii) Grantee is a “specified employee” (as
defined in Section 409A) and (iii) a delay in the issuance or
transfer of Vested Shares to Grantee or his or her estate or beneficiaries hereunder
by reason of Grantee’s Separation from Service with the Company or any of its
subsidiaries or affiliates is required to avoid tax penalties under Section 409A
but is not already provided for by this Award, the Company shall cause the
issuance or transfer of such Vested Shares to Grantee or Grantee’s estate or
beneficiary upon the earlier of (A) the date that is the first business
day following the date that is six months after the date of Grantee’s
Separation from Service or (B) Grantee’s death.


 


14.                                 Legend.  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 Service.  Nothing
contained in the Grant Notice or these Award Terms shall be construed to confer
upon Grantee any right to continued service on the Board or derogate from any
right of the Company’s stockholders to remove Grantee from the Board 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.


 


A-6

















 


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 Delaware, 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 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 on the records of the Company 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 Plan.  In the event of any
conflict between the terms of the Grant Notice or these Award Terms and the
terms of the Plan, the terms of the Plan shall control.


 


22.                                 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.


 


A-7