Exhibit 10.8


 


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:


 


	
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  Your name:  [

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  
	
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  Total number of Restricted Share Units awarded:  [

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  
	
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  Date of Grant: 
  [

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  
	
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  Grant ID:  [

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  
	
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  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 as follows, provided
you remain continuously employed by the Company or one of its subsidiaries or
affiliates 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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First
  anniversary of Date of Grant

  	
   

  	
  [                        

  	
  ]

  	
  [                        

  	
  ]

  
	
  Second
  anniversary of Date of Grant

  	
   

  	
  [                        

  	
  ]

  	
  [                        

  	
  ]

  
	
  Third
  anniversary of Date of Grant

  	
   

  	
  [                        

  	
  ]

  	
  [                        

  	
  ]

  
	
  [Fourth
  anniversary of Date of Grant]

  	
   

  	
  [                        

  	
  ]

  	
  [                        

  	
  ]

  
	
  [Fifth
  anniversary of Date of Grant]

  	
   

  	
  [                        

  	
  ]

  	
  [                        

  	
  ]

  



 

















 


·                  Please sign and return to the
Company this Notice of Restricted Share Unit Award, which bears an original
signature on behalf of the Company.  You
are urged to do so promptly.


 


·                  Please return the signed Notice of
Restricted Share Unit Award to the Company at:


 


	
   

  	
  Activision Blizzard, Inc.

  
	
   

  	
  3100 Ocean Park Boulevard

  
	
   

  	
  Santa Monica, CA 90405

  
	
   

  	
  Attn: Stock Plan Administration

  



 


You
should retain the enclosed duplicate copy of this Notice of Restricted Share
Unit Award for your records.


 


Any capitalized term used but not otherwise defined herein shall have
the meaning ascribed to such term in the Award Terms.


 


	
   

  	
  ACTIVISION BLIZZARD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name of Grantee]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
				



 


2

















 


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.


 


“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.


 


“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.


 


“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.


 


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).


 


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3.             Termination of Employment.  Unless the Committee determines otherwise, in
the event that Grantee’s employment is terminated for any reason, as of the
date of such termination of employment all Restricted Share Units shall cease
to vest and, with the exception of any Vested Shares that have yet to settle
pursuant to Section 7 hereof, shall immediately be forfeited to the
Company without payment of consideration by the Company.


 


4.             Tax Withholding. 
The Company shall have the right to require Grantee to satisfy any
Withholding Taxes resulting from the vesting of any Restricted Share Units, the
issuance or transfer of any Vested Shares or otherwise in connection with the
Award at the time such 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 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.  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 


 


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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 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 


 


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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 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 


 


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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
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 


 


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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.


 


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.


 


A-7