Exhibit 10.18


 


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:  Brian G.
Kelly


 


·                  Total number of Restricted Share
Units awarded:  363,637


 


·                  Date of Grant:  July 9,
2008


 


·                  Grant ID:  07000873


 


·                  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”);


 


·                  your Replacement Bonus Agreement with the
Company, dated December 1, 2007 (the “Replacement Bonus Agreement”);
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 entering into each of the Replacement Bonus
Agreement and your Amended and Restated Employment Agreement with the Company dated
as of December 1, 2007 (the “Employment 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 Group:


 


Schedule
for Vesting


 


	
  Vesting Date

  	
   

  	
  No. of Restricted

  Share Units Vesting at

  Vesting Date

  	
   

  	
  Cumulative No. of

  Restricted Share Units

  Vested at Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2010

  	
   

  	
  363,637

  	
   

  	
  363,637

  	
   

  



 


·                  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 Grant
Notice 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

  
	
   

  	
  Title: Chief Human
  Resources Officer

  
	
   

  	
  Date: 

  	
  September 29, 2008

  



 


 


ACCEPTED AND AGREED:


 


 


	
  /s/ Brian G. Kelly

  	
   

  
	
  Brian G. Kelly

  
	
   

  
	
  Date: 

  	
    October 8, 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.  For the avoidance of doubt, the term “Common
Shares” as used in these Award Terms shall include “Company Common Stock” as
such term is used in the Employment Agreement.


 


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


 


“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.


 


“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.


 


“409A Delayed Payment Date” 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.


 


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


 

















 


“Restricted Share Units” means
units subject to the Award, which represent the conditional right to receive
Common Shares in accordance with the Replacement Bonus Agreement, 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.


 


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


 


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


 


“Vested Shares” means Common
Shares to which the holder of 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).


 


3.                                       Termination
of Employment.  In the event of a
termination of Grantee’s employment for any reason other than a termination by
the Company for Cause, all unvested Restricted Share Units shall immediately
vest.  In the event that Grantee’s
employment is terminated by the Company for Cause prior to the vesting in full
of the Restricted Share Units, as of the date of such termination of employment
all Restricted Share Units shall cease to vest and, with the exception of any Restricted
Share Units attributable to 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) 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 


 


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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
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.  Subject to Section 12(c) hereof,
as soon as administratively practicable (and, in any event, within thirty (30) days)
after the 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 13
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 of the Company or any of
its subsidiaries or affiliates, (ii) in response to changes in applicable 


 


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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.                                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 a penalty tax
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 penalty tax and in a manner designed to preserve the economics of the
award to Grantee.


 


(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)                                  If
(i) the Committee determines in good faith that the issuance or transfer
of Vested Shares to Grantee or his or her estate or beneficiaries hereunder by
reason of Grantee’s Separation from Service with the Company or any of its
subsidiaries or affiliates does not qualify for the “short-term deferral
exception” or otherwise would constitute a “deferral of compensation” under Section 409A
of the Code, (ii) Grantee is a Specified Employee and (iii) delay of
payment is required in order 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 409A Delayed Payment Date.


 


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13.                                 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.”


 


14.                                 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.


 


15.                                 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.


 


16.                                 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.


 


17.                                 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.


 


18.                                 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.


 


19.                                 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 the Employment Agreement or such other 


 


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address as Grantee by notice to the Company may
designate in writing from time to time. 
Notices shall be effective upon receipt.


 


20.                                 Conflict
with Replacement Bonus Agreement or Plan. 
In the event of any conflict between the terms of the Replacement Bonus
Agreement 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 the Replacement Bonus Agreement, the Grant Notice or these Award Terms
and the terms of the Plan, the terms of the Plan shall control.


 


21.                                 Deemed
Agreement.  By accepting the Award,
Grantee is deemed to be bound by the terms and conditions set forth in the Replacement
Bonus Agreement, the Plan, the Grant Notice and these Award Terms.


 


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