EX-10.7





 Exhibit 10.7 

 

PLAYTIKA HOLDING CORP. 

2020 INCENTIVE AWARD PLAN 


STOCK OPTION GRANT NOTICE 

Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have
the meanings given to them in the 2020 Incentive Award Plan (as amended from time to time, the “Plan”) of Playtika Holding Corp. (the “Company”). 

The Company hereby grants to the participant listed below (“Participant”) the stock option described
in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated
into this Grant Notice by reference. 
  

			
	Participant:	  	[Insert Participant Name]
		
	Grant Date:	  	[Insert Grant Date]
		
	Exercise Price per Share:	  	[Insert Exercise Price]
		
	Shares Subject to the Option:	  	[Insert Number of Options]
		
	Final Expiration Date:	  	[Insert Tenth Anniversary of Grant Date]
		
	Vesting Commencement Date:	  	[Insert Vesting Commencement Date]
		
	Vesting Schedule:	  	[To be specified in individual agreements]
		
	 Type of Option
	  	 ☒ Non-Qualified Stock Option


 If the Company uses an electronic capitalization table system (such as Shareworks) and the
fields in this Grant Notice are blank or the information is otherwise provided in a different format electronically, the blank fields and other information shall be deemed to come from the electronic capitalization system and is considered part of
this Grant Notice. 
 By Participant’s signature below or electronic acceptance or authentication in a form authorized
by the Company, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant has been provided with a copy or electronic access to a copy of the prospectus for the Plan. Participant
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been
duly and validly delivered and be valid and effective for all purposes. 
  

							
	PLAYTIKA HOLDING CORP.	 	        PARTICIPANT	 	
				
	 By:
	 	
                  
                       
	 	         By:
	 	
                  
                                         
  

				
	 Print Name:
	 	  
	 	         Print Name:
	 	  

				
	 Title:
	 	  
	 	         
	 	













 EXHIBIT A 

STOCK OPTION AGREEMENT 

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not
defined in the Grant Notice, in the Plan. 
 ARTICLE I. 

GENERAL 

1.1    Grant of Option. The Company has granted to Participant the Option effective as of the grant
date set forth in the Grant Notice (the “Grant Date”). 

1.2    Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth
in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control. 

ARTICLE II. 
 PERIOD OF
EXERCISABILITY 
 2.1    Commencement of Exercisability. The Option will vest and become
exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”), except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and
become exercisable only when a whole Share has accumulated. The Option shall not be exercisable with respect to fractional Shares. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, unless the Administrator
otherwise determines, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason. 

2.2    Duration of Exercisability. The Vesting Schedule is cumulative. Any portion of the Option
which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration. 

2.3    Expiration of Option. Subject to Section 5.3 of the Plan, the Option may not be
exercised to any extent by anyone after, and will expire on, the first of the following to occur: 

(a)    The final expiration date in the Grant Notice; which shall in no event be more than ten
(10) years from the Grant Date; 
 (b)    Except as the Administrator may otherwise approve, the
expiration of three (3) months from the date of Participant’s Termination of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s death or Disability; 

(c)    Except as the Administrator may otherwise approve, the expiration of one (1) year from the
date of Participant’s Termination of Service by reason of Participant’s death or Disability; 

(d)    Except as the Administrator may otherwise approve, the date of Participant’s Termination of
Service for Cause; and 
 (e)    Except as otherwise provided in clauses (b) or (c) above, with
respect to any unvested portion of the Option, the date that is thirty (30) days following Participant’s Termination of 

  
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Service by reason of Participant’s death or Disability, or such shorter period as may be determined by the Administrator. 

ARTICLE III. 
 EXERCISE
OF OPTION 
 3.1    Person Eligible to Exercise. During Participant’s lifetime, only
Participant may exercise the Option, unless it has been disposed of, with the consent of the Administrator, pursuant to a domestic relations order. After Participant’s death, any exercisable portion of the Option may, prior to the time when the
Option becomes unexercisable under Section 2.3 hereof, be exercised by Participant’s Designated Beneficiary or by any person empowered to do so under the deceased Participant’s will or under the then Applicable Laws of descent and
distribution. 
 3.2    Manner of Exercise. The Option, or any exercisable portion thereof, may
be exercised solely by delivery to the Secretary of the Company or the Secretary’s office, or such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes
unexercisable under Section 2.3, except that the Option may only be exercised for whole Shares: 

(a)    An exercise notice in the form prescribed by the Administrator, which may be an electronic form)
(the “Exercise Notice”) signed by Participant or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such Exercise Notice complying with
all applicable rules established by the Administrator; and 
 (b)    Subject to Section 5.5 of the
Plan, full payment for the Shares with respect to which the Option or portion thereof is exercised, which payment may be made by Participant, by: 

(i)    Cash, wire transfer of immediately available funds or check, payable to the order of
the Company; or 
 (ii)    Surrender to or withholding by the Company of a net number of
vested Shares issuable upon the exercise of the Option valued at their Fair Market Value; or 

(iii)    Delivery (either by actual delivery or attestation) of Shares owned by Participant
valued at their Fair Market Value; or 
 (iv)    Through the (A) delivery (including
electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or
(B) delivery by Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price, provided in either
case, that such amount is paid to the Company at such time as may be required by the Administrator; or 

(v)    With the consent of the Administrator, any other form of payment permitted under
Section 5.5 of the Plan; or 
 (vi)    Any combination of the above permitted forms of payment; and

 (c)    Subject to Section 9.5 of the Plan, full payment for any applicable Tax Withholding
Obligation (as defined below) as provided in Section 3.3 below; and 

  
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 (d)    In the event the Option or portion thereof shall
be exercised pursuant to Section 3.1 by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option. 

3.3    Taxes; Tax Withholding. 

(a)    The Company shall not be obligated to deliver any certificate representing Shares issuable with
respect to the Option to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes
applicable with respect to the taxable income of Participant resulting from the vesting, exercise or settlement of the Option, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the Option (the
“Tax Withholding Obligation”). 
 (b)    Unless Participant elects to satisfy
the Tax Withholding Obligation by some other means in accordance with Section 9.5 of the Plan, Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company to, and the Company shall,
with respect to the Tax Withholding Obligation arising as a result of the vesting, exercise or settlement of the Option, withhold a net number of vested Shares otherwise issuable pursuant to the Option having a then-current Fair Market Value not
exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Related Entities with respect to the vesting, exercise or settlement of the Option. 

(c)    Subject to Section 9.5 of the Plan, the applicable Tax Withholding Obligation will be
determined based on Participant’s Applicable Tax Withholding Rate. Participant’s “Applicable Tax Withholding Rate” shall mean (i) if Participant is subject to Section 16 of the Exchange Act, the greater of
(A) the minimum applicable statutory tax withholding rate or (B) with Participant’s consent, the maximum individual tax withholding rate permitted under the rules of the applicable taxing authority for tax withholding attributable to
the underlying transaction, or (ii) if Participant is not subject to Section 16 of the Exchange Act, the minimum applicable statutory tax withholding rate or such other higher rate approved by the Company; provided, further, that in no
event shall Participant’s Applicable Tax Withholding Rate exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability
classification of the applicable award under generally accepted accounting principles in the United States of America); provided, however, that the number of Shares tendered or withheld, if applicable, pursuant to Section 3.3(b) shall be
rounded up to the nearest whole Share sufficient to cover the applicable Tax Withholding Obligation, to the extent rounding up to the nearest whole Share does not result in the liability classification of the Award under generally accepted
accounting principles. 
 (d)    Participant acknowledges that Participant is ultimately liable and
responsible for all taxes owed in connection with the Option, regardless of any action the Company or any Related Entity takes with respect to any Tax Withholding Obligations that arise in connection with the Option. Neither the Company nor any
Related Entity makes any representation or undertaking regarding the tax treatment to Participant in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Related Entities do not commit
and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability. 

(e)    Participant represents to the Company that Participant has reviewed with Participant’s own tax
advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company and/or the Trustee or
any of their agents. 
 ARTICLE IV. 

  
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OTHER PROVISIONS 
 4.1    Award Not
Transferable; Other Restrictions. Without limiting the generality of any other provision hereof, the Award shall be subject to the restrictions on transferability set forth in Section 9.1 of the Plan. Without limiting the generality of any
other provision hereof, Participant hereby expressly acknowledges that Section 10.8 (“Lock-Up Period”) of the Plan is expressly incorporated into this Agreement and are applicable to the
Shares issued pursuant to this Agreement. 
 4.2    Stop-Transfer Orders. 

(a)    Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in
its own records. 
 (b)    Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or
other transferee to whom such Shares shall have been so transferred. 
 (c)    Other Restrictions on
Transfer. In addition to the limitations contained in Section 4.1 above and this Section 4.2, Participant agrees and acknowledges that Participant will not transfer in any manner the Shares issued pursuant to this Agreement unless
(i) the transfer is pursuant to an effective registration statement under the Securities Act or the rules and regulations in effect thereunder, or (ii) counsel for the Company shall have reasonably concluded that no such registration is
required because of the availability of an exemption from registration under the Securities Act. To the extent permitted by Applicable Laws, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules
and regulations. 
 4.3    Adjustments. Participant acknowledges that the Option is subject to
adjustment, modification and termination in certain events as provided in this Agreement and the Plan. 

4.4    Notices. Any notice to be given under the terms of this Agreement to the Company must be in
writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to
Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address, email address or facsimile number in the
Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when
sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company
or upon receipt of a facsimile transmission confirmation. 
 4.5    Titles. Titles are provided
herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. 

4.6    Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and
this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws. 

  
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 4.7    Successors and Assigns. The Company may
assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement
will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 

4.8    Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, including without limitation, the provisions of any employment agreement or
offer letter regarding equity awards to be awarded to Participant by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity
awards to be awarded to Participant by the Company. Participant hereby agrees to execute such further instruments and to take such further action as the Company requests to carry out the purposes and intent of this Agreement and the Plan, including,
without limitation, restrictions on the transferability of the Shares. This Agreement may be amended by the Company in accordance with Section 9.6 of the Plan. 

4.9    Agreement Severable. In the event that any provision of the Grant Notice or this Agreement
is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement. 

4.10    Limitation on Participant’s Rights. Participation in the Plan confers no rights or
interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of
itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive
the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof. 

4.11    Rights as a Stockholder. Neither Participant nor any person claiming under or through
Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and
recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). Except as otherwise provided herein, after such issuance, recordation and
delivery, Participant will have all the rights of a stockholder of the Company with respect to such Shares, including, without limitation, the right to receipt of dividends and distributions on such Shares. The issuance of Shares under this Award to
Participant shall be subject to Participant’s satisfaction of the conditions under Section 10.14 of the Plan. 

4.12    Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement
confers upon Participant any right to continue in the employ or service of the Company or any Related Entity or interferes with or restricts in any way the rights of the Company and its Related Entities, which rights are hereby expressly reserved,
to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Related Entity and Participant.

 4.13    Counterparts. The Grant Notice may be executed in one or more counterparts, including
by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument. 

  
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 4.14    Governing Law. The provisions of the Plan
and all Awards made thereunder, including the Option, shall be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding
choice-of-law principles of the law of any state that would require the application of the laws of a jurisdiction other than such state. 

4.15    Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive
rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement
will be deemed amended as necessary to conform to such applicable exemptive rule. 
 * * * * * 

  
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