Exhibit 10.23


 


ACTIVISION BLIZZARD, INC.


 


2007 INCENTIVE PLAN


 


NOTICE OF STOCK OPTION AWARD


 


You have been awarded an option to purchase Common Shares
of Activision Blizzard, Inc. (the “Company”),
as follows:


 


·                  Your name:  Michael
Morhaime


 


·                  Total number of
Shares purchasable upon exercise of the Stock Option awarded:  300,000


 


·                  Exercise Price:  US$30.07
per Share


 


·                  Date of
Grant:  July 9,
2008


 


·                  Expiration Date:  July 9,
2018


 


·                  Grant ID:  07000868


 


·                  Your Award of the Stock Option is
governed by the terms and conditions set forth in:


 


·                  this
Notice of Stock Option Award;


 


·                  the
Stock Option 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
Stock Option Award 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 Stock Option awarded to you will vest and become exercisable in installments
of 5,000 Shares on the 9th day of each month in the 60 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 such date.


 


·                  The Stock Option is not intended to
be an “incentive stock option,” as such term is defined in Section 422 of
the Code.


 


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


 

















 


·                  Please return the signed Notice of Stock Option 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 Stock Option 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/ Michael Morhaime

  	
   

  
	
  Michael Morhaime

  
	
   

  
	
  Date:

  	
   October 6, 2008

  	
   

  
			



 


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EXHIBIT A


 


ACTIVISION BLIZZARD, INC.


 


2007 INCENTIVE PLAN


 


STOCK OPTION 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” (i) shall
have the meaning given to such term in any employment agreement or offer letter
between the Holder and the Company or any of its subsidiaries or affiliates in
effect from time to time or (ii) if the Holder is not party to any
agreement or offer letter with the Company or any of its subsidiaries or
affiliates or any such agreement or offer letter does not contain a definition
of “cause,” shall mean the Holder’s (A) willful, reckless or gross
misconduct or fraud, (B) grossly negligent performance of job
responsibilities, (C) indictment on charges related to, conviction of, or
pleading no contest to, a felony or crime involving dishonesty or moral
turpitude, or (D) breach of any proprietary information, confidentiality, “work
for hire,” non-solicitation or similar agreement between the Holder and the
Company or any of its subsidiaries or affiliates.


 


“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 8 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” (A) shall
have the meaning given to such term in, or otherwise be determined in
accordance with, any employment agreement or offer letter between the Holder
and the Company or any of its subsidiaries or affiliates in effect from time to
time or (B) if the Holder is not party to any agreement or offer letter
with the Company or any of its subsidiaries or affiliates or any such agreement
or offer letter does not contain a definition of “disability” or otherwise
provide a method for determining whether the Holder is disabled, shall have the
meaning ascribed thereto under the Company’s long-term disability plan in
effect from time to time, as interpreted under such plan (with such interpretation
to be final, conclusive and binding for purposes of these Award Terms).


 

















 


“Employment Violation”
means any material breach by the Holder 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 the Holder (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.


 


“Exercise Price” means the Exercise
Price set forth on the Grant Notice.


 


“Expiration Date” means the Expiration Date set forth on the
Grant Notice.


 


“Grant Notice” means the Notice
of Stock Option Award to which these Award Terms are attached as Exhibit A.


 


“Holder” means the recipient of
the Award named on the Grant Notice.


 


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


 


“Option” means the
Stock Option to purchase Common Shares awarded to the Holder on the terms and
conditions described in the Grant Notice and these Award Terms.


 


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


 


“Recapture
Amount” means, with
respect to any Employment Violation by the Holder, the gross gain realized or
unrealized by the Holder upon all exercises of the Stock Option during the
Look-back Period with respect to such Employment Violation, which gain shall be
calculated as the sum of:


 


(i)            if
the Holder has exercised any portion of the Stock Option during such Look-back
Period and sold any of the Shares acquired on exercise thereafter, an amount
equal to the product of (A) the sales price per Share sold minus the
Exercise Price times (B) the number of Shares as to which the Stock Option
was exercised and which were sold at such sales price; plus


 


(ii)           if
the Holder has exercised any portion of the Stock Option during such Look-back
Period and not sold any of the Shares acquired on exercise thereafter, 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 of exercise, (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 11 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 


 


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computation, minus the
Exercise Price, times (B) the number of Shares as to which the Stock
Option was exercised and which were not sold.


 


“Shares” means the Common
Shares purchasable upon exercise of the Stock Option.


 


“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.                                      Expiration.  The Stock Option shall expire on the
Expiration Date and, after such expiration, shall no longer be exercisable.


 


3.                                      Vesting
and Exercise.


 


(a)           Vesting Schedule.  Except as otherwise set forth in these Award
Terms, the Stock Option shall vest, and thereupon become exercisable, in
accordance with the “Schedule for Vesting” set forth on the Grant Notice.


 


(b)           Exercisable Only by Holder.  Except as otherwise permitted under the Plan
or Section 10 hereof, the Stock Option may be exercised during the Holder’s
lifetime only by the Holder or, in the event of the Holder’s legal incapacity
to do so, by the Holder’s guardian or legal representative acting on behalf of
the Holder in a fiduciary capacity under state law and/or court supervision.


 


(c)           Procedure for Exercise.  The Stock Option may be exercised by the
Holder as to all or any of the Shares as to which the Stock Option has vested (i) by
following the procedures for exercise established by the Equity Account
Administrator and posted on the Equity Account Administrator’s website from
time to time or (ii) with the Company’s consent, by giving the Company
written notice of exercise, in such form as may be prescribed by the Company
from time to time, specifying the number of Shares to be purchased.


 


(d)           Payment of Exercise Price.  To be valid, any exercise of the Stock Option
must be accompanied by full payment of the aggregate Exercise Price of the
Shares being purchased.  Such payment
shall be made (i) by bank check or certified check or wire transfer of
immediately available funds, (ii) if securities of the Company of the same
class as the Shares are then traded or quoted on a national securities
exchange, the Nasdaq Stock Market, Inc. or a national quotation system
sponsored by the National Association of Securities Dealers, Inc. and with
the Company’s consent, through the delivery of irrevocable written
instructions, in form acceptable to the Company, to the Equity Account
Administrator (or, with the Company’s consent, such other brokerage firm as may
be requested by the person exercising the Stock Option) to sell some or all of
the Shares being purchased upon such exercise and to thereafter deliver
promptly to the Company from the proceeds of such sale an amount in cash equal
to the aggregate Exercise Price of the Shares being purchased, or (iii) with
the Company’s consent, any combination of (i) or (ii) above.


 


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(e)           No Fractional Shares.  In no event may the Stock Option be exercised
for a fraction of a Share.


 


(f)            No Adjustment for Dividends or
Other Rights.  No adjustment shall be
made for cash dividends or other rights for which the record date is prior to
the date as of which the issuance or transfer of Shares to the person entitled
thereto has been evidenced on the books and records of the Company pursuant to
clause (ii) of Section 3(g) hereof following exercise of the
Stock Option.


 


(g)           Issuance and Delivery of Shares.  As soon as practicable (and, in any event,
within 30 days) after the valid exercise of the Stock Option, the Company shall
(i) effect the issuance or transfer of the Shares purchased upon such
exercise, (ii) cause the issuance or transfer of such Shares to be
evidenced on the books and records of the Company, and (iii) cause such
Shares to be delivered to a Company-Sponsored Equity Account in the name of the
person entitled to such 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 Shares are subject to a legend as set forth in Section 13
hereof, the Company shall instead cause a certificate evidencing such Shares
and bearing such legend to be delivered to the person entitled thereto.


 


(h)           Partial Exercise.  If the Stock Option shall have been exercised
with respect to less than all of the Shares purchasable upon exercise of the
Stock Option, the Company shall make a notation in its books and records to
reflect the partial exercise of the Stock Option and the number of Shares that
thereafter remain available for purchase upon exercise of the Stock Option.


 


4.                                      Termination
of Employment.


 


(a)           Cause.  In the event that the Holder’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 the Stock Option shall (i) cease
to vest, if not then fully vested, (ii) no longer be exercisable, whether
or not vested, and (iii) be immediately cancelled.


 


(b)           Death or Disability. Unless
the Committee determines otherwise, in the event that the Holder dies while
employed by the Company or any of its subsidiaries or affiliates or the Holder’s
employment with the Company or any of its subsidiaries or affiliates is
terminated due to the Holder’s Disability, the Stock Option shall (i) cease
to vest as of the date of the Holder’s death or the first date of the Holder’s Disability
(as determined by the Committee), as the case may be, and (ii) to the
extent vested as of the date of the Holder’s death or the first date of the
Holder’s Disability, as the case may be, remain exercisable in accordance with
these Award Terms until the earlier of (A) the first anniversary of the
date of the Holder’s death or termination of employment, as the case may be,
and (B) the Expiration Date, after which the Stock Option shall no longer
be exercisable and shall be immediately cancelled.  To the extent not vested as of the date of
the Holder’s death or the first date of the Holder’s Disability, as the case
may be, the Stock Option shall be immediately cancelled and shall no longer be
exercisable.


 


(c)           Other.  Unless the Committee determines otherwise, in
the event that the Holder’s employment is terminated for any reason not
addressed by Section 4(a) or 4(b) hereof, the Stock Option shall
(i) cease to vest as of the date of such termination of employment and (ii) to
the extent vested as of the date of such termination of employment, be
exercisable in 


 


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accordance with these Award Terms until the earlier of
(A) the 30th day after the date of such termination of employment  and (B) the Expiration Date, after
which the Stock Option shall no longer be exercisable and shall be immediately
cancelled.  To the extent not vested as
of the date of such termination of service, the Stock Option shall be
immediately cancelled and shall no longer be exercisable.


 


5.                                      Tax
Withholding.  The Company shall have
the right to require the Holder to satisfy any Withholding Taxes resulting from
the exercise (in whole or in part) of the Stock Option, the issuance or
transfer of any Shares upon exercise of the Stock Option or otherwise in
connection with the Award at the time such Withholding Taxes become due.  The Holder shall be entitled to satisfy any
Withholding Taxes contemplated by this Section 5:  (a) by delivery to the Company of  a bank check or certified check or wire
transfer of immediately available funds; (b) if securities of the Company
of the same class as the Shares are then traded or quoted on a national
securities exchange, the Nasdaq Stock Market, Inc. or a national quotation
system sponsored by the National Association of Securities Dealers, Inc.
and with the Company’s consent, through the delivery of irrevocable written
instructions, in form acceptable to the Company, to the Equity Account
Administrator (or, with the Company’s consent, such other brokerage firm as may
be requested by the person exercising the Stock Option) to sell some or all of
the Shares being purchased upon such exercise and to thereafter deliver promptly
to the Company from the proceeds of such sale an amount in cash equal to the
aggregate 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 the Holder’s compensation any Withholding
Taxes contemplated by this Section 5 and (ii) the Company shall have
no obligation to deliver any Shares upon exercise of the Stock Option unless
and until all Withholding Taxes contemplated by this Section 5 have been
satisfied.


 


6.                                      Reservation
of Shares.  The Company shall at all
times reserve for issuance or delivery upon exercise of the Stock Option such
number of Common Shares as shall be required for issuance or delivery upon
exercise thereof.


 


7.                                      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 the Holder taken as a whole without the Holder’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 8 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 Section 409A of the Code.


 


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8.                                      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 the Holder that would
otherwise result from (a) any stock dividend, extraordinary 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.


 


9.                                      Registration
and Listing.  Notwithstanding
anything to the contrary contained herein, the Stock Option may not be
exercised, and the Stock Option and Shares purchasable upon exercise of the
Stock Option may not be purchased, 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 Shares 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, the Stock Option or Shares with the
SEC, any state securities commission or any securities exchange, securities
association, market system or quotation system to effect such compliance.  The Holder 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 the Stock
Option or Shares, to issue or transfer the Stock Option or 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 resale of the Stock Option or Shares under the Securities Act of 1933, as
amended, or any comparable federal securities law or applicable state
securities law.


 


10.                                Transferability.  Except as otherwise permitted under the Plan
or this Section 10, the Stock Option shall not be transferable by the
Holder other than by will or the laws of descent and distribution.  Subject to the terms of the Plan, with the
Company’s consent, the Holder may transfer all or part of the Stock Option 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 the
Holder will remain bound by the terms and conditions of the Plan, the Grant
Notice and these Award Terms.


 


11.                                Employment
Violation.  The terms of this Section 11
shall apply to the Stock Option if the Holder 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 


 


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have the right to require
(i) the termination and cancellation of the Stock Option, whether vested
or unvested, and (ii) payment by the Holder to the Company of the
Recapture Amount with respect to such Employment Violation; provided, however,
that, in lieu of payment by the Holder to the Company of the Recapture Amount,
the Holder, in his or her discretion, may tender to the Company the Shares
acquired upon exercise of the Stock Option during the Look-back Period with
respect to such Employment Violation and the Holder shall not be entitled to
receive any consideration from the Company in exchange therefor.  Any such termination of the Stock Option 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 the Holder’s employment if not already
terminated and to seek injunctive relief and additional monetary damages.


 


12.                                Section 409A.  As the Exercise Price is equal to the fair
market value of a Share on the Date of Grant, payments contemplated with
respect to the Award are intended to be exempt from 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 the Holder 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 the Holder, 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 12 does not create an obligation on the
part of the Committee or the Company to make any such modification.


 


13.                                Legend.  The Company may, if determined by it based on
the advice of counsel to be appropriate, cause any certificate evidencing
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 the Holder 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 the Holder at any time, with or without Cause.


 


15.                                No
Rights as Stockholder.  No holder of the
Stock Option 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.


 


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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 the Holder and, to the
extent applicable, the Holder’s permitted assigns under Section 3(b) hereof
and the Holder’s estate or beneficiary(ies) as determined by will or the laws
of descent and distribution.


 


19.                                Notices.  Any notice or other document which the Holder
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
the Holder may designate in writing from time to time; and (b) if to the
Holder, at the address shown in any employment agreement or offer letter
between the Holder and the Company or any of its subsidiaries or affiliates in
effect from time to time or such other address as the Holder by notice to the
Company may designate in writing from time to time.  Notices shall be effective upon receipt.


 


20.                                Conflict
with Employment Agreement or Plan. 
In the event of any conflict between the terms of any employment
agreement or offer letter between the Holder 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 the Holder 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.


 


21.                                Deemed
Agreement.  By accepting the Award,
the Holder 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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