Exhibit
10.48


 


AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


NOTICE OF RESTRICTED SHARE UNIT AWARD


 


FOR FRENCH RESIDENT DIRECTORS


 


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 “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

  	
   

  	
  [_____]

  	
   

  	
  [_____]

  



 


·                  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.  By signing
this Notice of Restricted Share Unit Award, you agree that the Restricted Share
Units are granted under and governed by the terms and conditions of the Plan,
the Award Terms and this Notice of Restricted Share Unit Award.  You acknowledge that you have 


 

















 


reviewed these documents, have had an opportunity to obtain
the advice of counsel prior to signing this Notice of Restricted Share Unit
Award and fully understand all provisions of the Plan, the Award Terms and this
Notice of Restricted Share Unit Award.


 


·                  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


 


FOR FRENCH RESIDENT DIRECTORS


 


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, U.S. social security and Medicare taxes,
U.S. federal, state and local income taxes and any non-U.S. 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.


 


A-2

















 


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, the payment of dividend equivalents 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 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 other compensation, if any, 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 the
earlier of (i) the first 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.


 


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 


 


A-3

















 


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 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 


 


A-4

















 


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 (i) any federal, state and local tax
laws applicable to Grantee in connection with the Award, (ii) any federal
and state securities laws (U.S. and non-U.S.) applicable to Grantee in
connection with the Award, (iii) 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, (iv) any restrictions on transfer imposed by the Company’s
certificate of incorporation or bylaws, and (v) 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 and in good faith
determine to be necessary or advisable to avoid the imposition of such taxes, 


 


A-5

















 


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.                                 Nature
of Grant.  By accepting the Award,
Grantee acknowledges that:


 


(a)                                  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.


 


(b)                                 the Plan is established voluntarily by the Company, it is discretionary in nature,
and it may be modified, amended, suspended or terminated by the Company at any
time, unless otherwise provided in the Plan and/or these Award Terms;


 


(c)                                the grant of the Restricted Share Units is
occasional and does not create any contractual or other right to receive future
grants of rights to receive Common Shares, or 


 


A-6

















 


benefits in lieu of rights
to receive Common Shares, even if rights to receive Common Shares have been
granted repeatedly in the past;


 


(d)                                 all decisions with respect to future grants
of rights to receive Common Shares, if any, will be at the sole discretion of
the Company;


 


(e)                                  Grantee’s participation in the Plan is
voluntary;


 


(f)                                    the Restricted Share Units are not part of
normal or expected compensation or salary for any purpose, including, without
limitation, the calculation of any severance, resignation, termination,
redundancy, end of service payment, bonus, long-service award, pension or
retirement or welfare benefit or similar payments, and in no event should the
Restricted Share Units be considered as compensation for, or relating in any
way to, past services for the Company;


 


(g)                                 the Restricted Share Unit grant and Grantee’s
participation in the Plan will not be interpreted to form an employment
relationship with the Company or
with any subsidiary or affiliate of the Company;


 


(h)                                 the future value of the underlying Common
Shares is unknown and cannot be predicted with certainty;


 


(i)                                     in consideration of the Award, no claim or
entitlement to compensation or damages shall arise from termination of the
Award (for any reason whatsoever and whether or not in breach of any law) and
Grantee irrevocably releases the Company
from any such claim that may arise; if, notwithstanding the foregoing, any
such claim is found by a court of competent jurisdiction to have arisen, then,
by accepting the Award, Grantee shall be deemed irrevocably to have waived
Grantee’s entitlement to pursue such claim;


 


(j)                                     the
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding Grantee’s participation in the Plan, or
Grantee’s acquisition or sale of the underlying Common Shares; and


 


(k)                                  Grantee is hereby advised to consult with
Grantee’s own personal tax, legal and financial advisors regarding Grantee’s
participation in the Plan before taking any action related to the Plan.


 


16.                                 Data Privacy.  Grantee hereby explicitly
and unambiguously consents to the collection, use and transfer, in electronic
or other form, of Grantee’s personal data as described in the Grant Notice and
these Award Terms by and among the Company and any subsidiary or affiliate for
the exclusive purpose of implementing, administering and managing Grantee’s
participation in the Plan.


 


Grantee understands that the Company may hold certain personal
information about Grantee, including, without limitation, Grantee’s name, home
address and telephone number, date of birth, social insurance or other
identification number, nationality, any directorships held in the Company or
any of is subsidiaries or affiliates, any Shares owned, details of all
Restricted Share Units or any other entitlement to the Common Shares awarded,
canceled, 


 


A-7

















 


exercised, vested, unvested or
outstanding in Grantee’s favor, for the purpose of implementing, administering
and managing the Plan (the “Data”).


 


Grantee
understands that Data will be transferred to the Equity Account Administrator,
which is assisting the Company with the implementation, administration and
management of the Plan.  Grantee
understands that the recipients of the Data may be located in Grantee’s
country, or elsewhere, and that any recipient’s country may have different data
privacy laws and protections than Grantee’s country.  Grantee understands that Grantee may request
a list with the names and addresses of any potential recipients of the Data by
contacting Stock Plan Administration. 
Grantee authorizes the Company, the Equity Account Administrator and any
other possible recipients which may assist the Company (presently or in the
future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for
the purpose of implementing, administering and managing Grantee’s participation
in the Plan.  Grantee understands that
the Data will be held only as long as is necessary to implement, administer and
manage Grantee’s participation in the Plan. 
Grantee understands that Grantee may, at any time, view Data, request
additional information about the storage and processing of the Data, require
any necessary amendments to the Data or refuse or withdraw the consents herein,
in any case without cost, by contacting Stock Plan Administration in writing.  Grantee understands, however, that refusal or
withdrawal of consent may affect Grantee’s ability to participate in the
Plan.  For more information on the
consequences of Grantee’s refusal to consent or withdrawal of consent, Grantee
understands that Grantee may contact Stock Plan Administration.


 


17.                                 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.


 


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 and Venue.  To the extent that
U.S. 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. 
For purposes of litigating any dispute that arises directly or
indirectly from the relationship of the parties evidenced by the Award or these
Award Terms, the parties submit to and consent to the exclusive jurisdiction of
the State of California and agree that such litigation shall be conducted only
in the courts of Los Angeles County, California or the federal courts of the
United States for the Central District of California and no other courts,
irrespective of where the Award is made and/or to be performed.


 


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, 


 


A-8

















 


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.


 


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 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.


 


22.                                 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.


 


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.


 


24.                                 Language
Consent.  By executing and submitting the Grant Notice, Grantee confirms that he
or she has read and understood the documents relating to the Restricted Share
Units (the Grant Notice, the Plan, and the Award Terms) which were provided in
the English language.  Grantee accepts
the terms of these documents accordingly.


 


Consentement relatif à la langue utilisée:  En signant et en renvoyant la Notification  d’Attribution, le Bénéficiaire confirme qu’il ou qu’elle a
lu et compris les documents afférents aux Attributions Gratuites d’Actions (la
Notification d’Attribution, le Plan et les Termes de l’Attribution) qui sont
produits en langue anglaise. Le Bénéficiaire accepte les termes de ces
documents en connaissance de cause


 


A-9