Exhibit
10.32


 


ACTIVISION BLIZZARD, INC.


 


2007 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:  Jean-François
Grollemund


 


·                  Total number of
Restricted Share Units awarded:  6,000


 


·                  Date of
Grant:  July 21,
2008


 


·                  Grant ID:  07001026


 


·                  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 2007 Incentive Plan, the receipt of a copy of which you hereby
acknowledge.


 


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


 


·                  Schedule
for Vesting:  Except as
otherwise provided under the Award Terms, the Restricted Share Units awarded to
you will vest in equal installments of 250 Shares on the 9th day of each month
in the 24 months following the Date of Grant commencing with August 9,
2008, provided you remain continuously employed by the Company or one of its
subsidiaries or affiliates through each vesting date.


 


·                  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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Ann E. Weiser

  
	
   

  	
  Ann E. Weiser

  
	
   

  	
  Chief Human Resources Officer

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  September 29, 2008

  



 


 


ACCEPTED AND AGREED:


 


 


	
  /s/ Jean
  François Grollemund

  	
   

  
	
  Jean François Grollemund

  
	
   

  
	
  Date:

  	
   October 2, 2008

  	
   

  
			



 


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EXHIBIT A


 


ACTIVISION BLIZZARD, INC.


 


2007 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.


 


“Cause” has the
meaning given to such term in the Employment Agreement.


 


“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” has
the meaning given to such term in the Employment Agreement.


 


“Employment Agreement” means the
employment agreement, dated July 16, 2008, between the Grantee and the
Company.


 


“Employment Violation”
means any material breach by Grantee of his or her employment agreement with
the Company or one of its subsidiaries or affiliates for so long as the terms
of such employment agreement shall apply to Grantee (with any breach of the
post-termination obligations contained therein deemed to be material for
purposes of these Award Terms).


 


“Equity Account Administrator”
means the brokerage firm utilized by the Company from time to time to create
and administer accounts for participants in the Company’s equity plans and
programs, including the Plan.


 


“Good Reason” has the meaning
given to such term in the Employment Agreement.


 

















 


“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.


 


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


 


“Plan” means the Activision, Inc.
2007 Incentive Plan, as amended from time to time.


 


“Recapture
Amount” means, with
respect to any Employment Violation by Grantee, the gross gain realized or
unrealized by Grantee upon all vesting of Restricted Share Units or delivery or
transfer of Vested Shares during the Look-back Period with respect to such
Employment Violation, which gain shall be calculated as the sum of:


 


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


 


(ii)           if
Grantee has received any Vested Shares during such Look-back Period and not
sold such Vested Shares, an amount equal to the product of (A) the
greatest of the following: (1) the Market Value per Share of Common Shares
on the date such Vested Shares were issued or transferred to Grantee, (2) the
arithmetic average of the per share closing sales prices of Common Shares as
reported on NASDAQ for the 30 trading day period ending on the trading day
immediately preceding the date of the Company’s written notice of its exercise
of its rights under Section 12 hereof, or (3) the arithmetic average
of the per share closing sales prices of Common Shares as reported on NASDAQ
for the 30 trading day period ending on the trading day immediately preceding
the date of computation, times (B) the number of such Vested Shares which
were not sold.


 


“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.


 


“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.


 


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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 Employment.


 


(a)           Cause.  In the event that the Grantee’s employment is
terminated by the Company or any of its subsidiaries or affiliates for Cause,
as of the date of such termination of employment any Restricted Share Units
shall cease to vest and any Restricted Share Units and 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.


 


(b)           Without Good Reason.  In the event that the Grantee’s employment is
terminated by the Grantee without Good Reason, as of the date of such termination
of employment the Restricted Share Units shall cease to vest and shall
immediately be forfeited to the Company without payment of consideration by the
Company.


 


(c)           Death or Disability.  In the event that the Grantee dies while
employed by the Company or any of its subsidiaries or affiliates or the Grantee’s
employment with the Company or any of its subsidiaries or affiliates is
terminated due to the Holder’s Disability, as of the date of Grantee’s death or
the first date of Grantee’s Disability, as the case may be, any Restricted
Share Units shall immediately vest.


 


(d)           Without Cause, For Good Reason, or
Upon Expiration of Term.  In the
event that the Grantee’s employment with the Company and its subsidiaries and
affiliates is terminated (i) by the Company or any of its subsidiaries or
affiliates without Cause or (ii) by the Grantee for Good Reason, as of the
date of such termination of employment any Restricted Share Units shall
immediately vest.


 


(e)           Other.  Unless the Committee determines otherwise, in
the event that Grantee’s employment is terminated for any reason not addressed
by Sections 3(a), 3(b), 3(c) or 3(d) hereof, as of the date of such
termination of employment all Restricted Share Units shall cease to vest and 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
Withholding Taxes become due.  Grantee
shall be entitled to satisfy any Withholding Taxes contemplated by this Section 4:
 (a) by delivery to the Company of a
bank check or certified check or wire transfer of immediately available funds; (b) with
the Company’s consent, 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) with the Company’s consent, by
any combination of (a) and (b) above. 
Notwithstanding anything to the contrary contained herein, (i) the
Company 


 


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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 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 fiscal year in which the related dividends are paid.  For purposes of the time and form of payment
requirements of Section 409A of the Code, such dividend equivalents shall
be treated separately from the Restricted Share Units.


 


7.                                      Receipt
and Delivery.  Except as set forth in
Section 3(a), as soon as administratively practicable (and, in any event,
within 30 days) after any Restricted Share Units vest, the Company shall (i) effect
the issuance or transfer of the resulting Vested Shares, (ii) cause the
issuance or transfer of such Vested Shares to be evidenced on the books and
records of the Company, and (iii) 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 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 


 


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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
of the Code.


 


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, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, or (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
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 


 


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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.                                Employment
Violation.  The terms of this Section 12
shall apply to the Restricted Share Units if Grantee is or becomes subject to
an employment agreement with the Company or any of its subsidiaries or
affiliates.  In the event of an
Employment Violation, the Company shall have the right to require (i) the
forfeiture by Grantee to the Company of any Restricted Share Units and (ii) payment
by Grantee to the Company of the Recapture Amount with respect to such
Employment Violation; provided, however, that, in lieu of payment
by Grantee to the Company of the Recapture Amount, Grantee, in his or her
discretion, may tender to the Company the Vested Shares acquired during the
Look-back Period with respect to such Employment Violation and Grantee shall
not be entitled to receive any consideration from the Company in exchange
therefor.  Any such forfeiture of
Restricted Share Units and payment of the Recapture Amount, as the case may be,
shall be in addition to, and not in lieu of, any other right or remedy
available to the Company arising out of or in connection with such Employment
Violation, including, without limitation, the right to terminate Grantee’s
employment if not already terminated and to seek injunctive relief and
additional monetary damages.


 


13.                                Section 409A.


 


(a)                                  Payments
contemplated with respect to the Award are intended to comply with Section 409A
of the Code, 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 of the
Code.  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 of the Code
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 of the Code, the Committee may,
in its sole discretion, modify the terms of the Plan, the Grant Notice or these
Award Terms, without the consent of Grantee, in the manner that the Committee
may reasonably and in good faith determine to be necessary or advisable to
avoid the imposition of such taxes, interest or penalties; provided, however,
that this Section 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 of
the Code) payable with respect to the Award to any anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment.  Except as permitted under Section 409A
of the Code, any deferred compensation (within the meaning of Section 409A
of the Code) 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 do not qualify for the “short-term
deferral exception” under Section 409A of the Code, (ii) Grantee is a
“specified employee” (as defined in Section 409A of the Code) and (iii) a
delay in the issuance or transfer of Vested 


 


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Shares to Grantee or his or her estate or
beneficiaries hereunder by reason of Grantee’s “separation from service” (as
defined in Section 409A of the Code) with the Company or any of its
subsidiaries or affiliates is required to avoid tax penalties under Section 409A
of the Code 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.                                Legends.  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 Employment. 
Nothing contained in the Grant Notice or these Award Terms shall be
construed to confer upon Grantee any right to be continued in the employ of the
Company or any of its subsidiaries or affiliates or derogate from any right of
the Company or any of its subsidiaries or affiliates to retire, request the
resignation of, or discharge Grantee at any time, with or without cause.


 


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.


 


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.


 


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


 


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.


 


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