Exhibit
10.25


 


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:  Michael
Griffith


 


·                  Total number of Restricted Share Units awarded:  50,000


 


·                  Date of Grant:  July 11, 2008


 


·                  Grant ID:  07001012


 


·                  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 Employment Agreement with the Company, dated as
of June 15, 2005 and amended on December 1, 2007 (the “Amended
Employment 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 as a material inducement to your continuing
employment with the Company pursuant to the Amended Employment Agreement.


 


·                  Schedule for Vesting: 
Except as otherwise provided under the Award Terms, the Restricted Share
Units awarded to you will vest in full on June 30, 2010, provided you
remain continuously employed by the Company Group through such 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/ Michael Griffith

  	
   

  
	
  Michael Griffith

  
	
   

  
	
  Date:

  	
  October 31, 2008

  	
   

  
			



 


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


 


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


 


“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
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 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.  Unless the Committee determines otherwise, in
the event that Grantee’s employment is terminated for any reason 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 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 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 


 


A-2

















 


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 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
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, 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 


 


A-3

















 


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 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 


 


A-4

















 


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.


 


(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” (as defined in Section 409A
of the Code) 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” (as defined in Section 409A of the Code) and (iii) delay
of payment is required by 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.


 


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.


 


A-5

















 


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 Amended Employment Agreement 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.


 


20.           Conflict
with Employment Agreement or Plan. 
In the event of any conflict between the terms of the Amended Employment
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
Amended Employment 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
Amended Employment Agreement, the Plan, the Grant Notice and these Award Terms.


 


A-6