EX-10.3





 Exhibit 10.3 

 

PLAYTIKA HOLDING CORP. 

2020 INCENTIVE AWARD PLAN 


RESTRICTED STOCK UNIT GRANT NOTICE 

Capitalized terms not specifically defined in this Restricted Stock Unit 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 Restricted Stock Units
described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which
are incorporated into this Grant Notice by reference. Each RSU is hereby granted in tandem with a corresponding dividend equivalent to the extent a portion of such RSU is vested, as further described in Article III of the Agreement (the
“Dividend Equivalents”). 
  

			
	 Participant:
	  	 [Insert Participant Name]

		
	 Grant Date:
	  	 [Insert Grant Date]

		
	 Number of RSUs:
	  	 [Insert Number of RSUs]

		
	 Vesting Commencement Date:
	  	 [Insert Vesting Commencement Date]

		
	 Vesting Schedule:
	  	 [To be specified in individual agreements]


 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 

RESTRICTED STOCK UNIT 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    Award of RSUs and Dividend Equivalents. The Company has granted the RSUs to Participant
effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share, as set forth in this Agreement. Participant will have no right to the distribution of any
Shares until the time (if ever) the RSUs have vested. Each vested portion of the RSU has a corresponding Dividend Equivalent as described in Article III. 

1.2    Incorporation of Terms of Plan. The RSUs and the Dividend Equivalents are 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. 

1.3    Unsecured Promise. The RSUs and Dividend Equivalents will at all times prior to settlement
represent an unsecured Company obligation payable only from the Company’s general assets. 
 ARTICLE II. 

VESTING; FORFEITURE AND SETTLEMENT 

2.1    Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant
Notice (the “Vesting Schedule”), except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Except as provided in the Grant Notice, in the event
of Participant’s Termination of Service for any reason, all unvested RSUs and any unpaid Dividend Equivalents will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a
binding written agreement between Participant and the Company. 
 2.2    Settlement. 

(a)    RSUs (including any RSUs credited as Dividend Equivalents) will be paid in Shares as soon as
administratively practicable after the vesting of the applicable RSU, but in no event more than sixty days after the applicable vesting date. Neither the time nor form of distribution of Shares with respect to the RSUs may be changed, except as may
be permitted by the Administrator in accordance with the Plan and Section 409A of the Code and the Treasury Regulations thereunder. 

(b)    All distributions shall be made by the Company in the form of whole shares of Common Stock. 

(c)    Neither the time nor form of distribution of Shares with respect to the RSUs or the Dividend
Equivalents may be changed, except as may be permitted by the Administrator in accordance with the Plan and Section 409A of the Code and the Treasury Regulations thereunder. 

ARTICLE III. 
 DIVIDEND
EQUIVALENTS 

  
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 3.1    Award of Dividend Equivalents. To the
extent a portion of an RSU has vested, but such vested portion of such RSU has not yet settled pursuant to Section 2.2, such vested portion of such RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent,
which Dividend Equivalent shall remain outstanding from such date of vesting until the earlier of the settlement or forfeiture of the RSU to which it corresponds. Pursuant to each outstanding Dividend Equivalent, Participant shall be entitled to
receive additional RSUs (or cash as set forth in Section 3.4) equal to the value of any dividends, if any, that Participant would have received in respect of the Share underlying the RSU to which such Dividend Equivalent relates, had such Share
been outstanding on the applicable dividend record date. 
 3.2    Crediting of Additional RSUs.
Subject to Section 3.3 below, when such dividends are so declared, the following shall occur: 

(a)    On the date that the Company pays a cash dividend in respect of outstanding Shares, the Company
shall credit Participant with a number of full and fractional RSUs equal to the quotient of (i) the total number of vested RSUs subject to this Award but not yet distributed, multiplied by the per Share dollar amount of such dividend, divided
by (ii) the Fair Market Value of a Share on the date such dividend is paid; 
 (b)     On the date
that the Company pays a Common Stock dividend in respect of outstanding Shares, the Company shall credit Participant with a number of full and fractional RSUs equal to the product of (i) the total number of vested RSUs subject to this Award but
not yet distributed, multiplied by (ii) the number of Shares distributed with respect to such dividend per Share; or 

(c)    On the date that the Company pays any other type of distribution in respect of outstanding Shares,
the Company shall credit Participant in an equitable manner based on the total number of RSUs subject to this Award but not yet distributed, as determined in the sole discretion of the Administrator. 

3.3    Additional RSUs Subject to Same Terms. To the extent that any additional RSUs are credited
to Participant in respect of Participant’s Dividend Equivalent rights, such additional RSUs shall be subject to the same terms as the original RSUs to which they relate. 

3.4    Termination of Dividend Equivalents. Dividend Equivalent rights shall remain outstanding
from the date of vesting through the earlier to occur of (i) the forfeiture for any reason of the RSU to which such Dividend Equivalent right corresponds or (ii) the delivery to Participant of payment for the RSU (in accordance with
Section 2.2 above) to which such Dividend Equivalent right corresponds. For the avoidance of doubt, if a Dividend Equivalent right terminates after the applicable record date for a Company dividend (other than due to the forfeiture of the RSU
to which such Dividend Equivalent right corresponds) and prior to the corresponding payment date thereof, Participant shall still be entitled to payment of the Dividend Equivalent right amount determined in accordance with this Article III, if and
when the Company pays the underlying dividend; provided, however, that, unless otherwise provided by the Administrator, such Dividend Equivalent right amount shall be made in cash (rather than RSUs to be paid in Shares) within thirty days following
the applicable dividend payment date. Further, if no dividend (or dividend record date) is declared by the Board prior to the date of forfeiture or date of settlement of the RSU to which such Dividend Equivalent right corresponds, such Dividend
Equivalent shall automatically be cancelled on such forfeiture date or settlement date. 

3.5    Section 409A. Dividend Equivalent rights and any amounts that may become distributable in
respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A. 

  
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 ARTICLE IV. 

TAXATION AND TAX WITHHOLDING 

4.1    Representation. 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 or any of its agents. 
 4.2    Taxes; Tax Withholding.  

(a)    The Company shall not be obligated to deliver any certificate representing Shares issuable with
respect to the RSUs or the Dividend Equivalents 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 or settlement of the RSUs or the Dividend Equivalents, the distribution of the Shares issuable with respect thereto, or any other taxable event
related to the RSUs or the Dividend Equivalents (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 or distribution of the RSUs (including additional RSUs granted pursuant to Section 3.2), withhold a net number of vested Shares otherwise issuable pursuant to the RSUs 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 or distribution of the RSUs. 

(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, however,
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, further, that the number of Shares tendered or withheld, if applicable, pursuant to Section 4.2(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 RSUs and Dividend Equivalents
under generally accepted accounting principles. 
 (d)    Participant acknowledges that Participant is
ultimately liable and responsible for all taxes owed in connection with the RSUs and the Dividend Equivalents, regardless of any action the Company or any Related Entity takes with respect to any Tax Withholding Obligations that arise in connection
with the RSUs and the Dividend Equivalents. 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 payment of the RSUs and the
Dividend Equivalents or the subsequent sale of Shares. The Company and the Related Entities do not commit and are under no obligation to structure the RSUs and the Dividend Equivalents to reduce or eliminate Participant’s tax liability. 

  
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 ARTICLE V. 

OTHER PROVISIONS 

5.1    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. 

5.2    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 5.1
above and this Section 5.2, 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. 

5.3    Adjustments. Participant acknowledges that the RSUs, the Dividend Equivalents and the Shares
issuable with respect thereto are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan. 

5.4    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 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. 

5.5    Titles. Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement. 
 5.6    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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 5.7    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. 

5.8    Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit
hereto) 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. 

5.9    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. 

5.10    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 RSUs and the Dividend Equivalents, and rights no greater
than the right to receive the Shares as a general unsecured creditor with respect to the RSUs and the Dividend Equivalents, as and when settled pursuant to the terms of this Agreement. 

5.11    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. 

5.12    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.

 5.13    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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 5.14    Section 409A. 

(a)    Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this
Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date, “Section 409A”). The Administrator may, in its discretion, adopt such
amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or
appropriate to comply with the requirements of Section 409A. 
 (b)    This Agreement is not
intended to provide for any deferral of compensation subject to Section 409A, and, accordingly, the Shares issuable pursuant to the RSUs (including RSUs credited as Dividend Equivalents) shall be distributed to Participant, and any payments in
respect of Dividend Equivalents shall be paid to Participant, no later than the later of: (A) the fifteenth (15th) day of the third month following Participant’s first taxable year in
which such RSUs and/or Dividend Equivalents, as applicable, are no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first
taxable year of the Company in which such RSUs and/or Dividend Equivalents, as applicable, are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A. 

(c)    For purposes of Section 409A (including, without limitation, for purposes of Treasury
Regulation Section 1.409A-2(b)(2)(iii)), each payment that Participant may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. 

5.15    Governing Law. The provisions of the Plan and all Awards made thereunder, including the
RSUs and the Dividend Equivalents, 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. 

5.16    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 RSUs 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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