Exhibit 10.5


 


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:  10,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Date of Grant: 
  [

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Grant ID:  [

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  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.


 


·                  Schedule for Vesting:  Except as otherwise provided under the Award
Terms, the Restricted Share Units awarded to you will vest as follows, provided
you continuously serve as a member of the Board of Directors 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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3
  months after Date of Grant

  	
   

  	
  1,250

  	
   

  	
  1,250

  	
   

  
	
  6
  months after Date of Grant

  	
   

  	
  1,250

  	
   

  	
  2,500

  	
   

  
	
  9
  months after Date of Grant

  	
   

  	
  1,250

  	
   

  	
  3,750

  	
   

  
	
  First
  anniversary of Date of Grant

  	
   

  	
  1,250

  	
   

  	
  5,000

  	
   

  
	
  15 months
  after Date of Grant

  	
   

  	
  1,250

  	
   

  	
  6,250

  	
   

  
	
  18
  months after Date of Grant

  	
   

  	
  1,250

  	
   

  	
  7,500

  	
   

  
	
  21
  months after Date of Grant

  	
   

  	
  1,250

  	
   

  	
  8,750

  	
   

  
	
  Second anniversary of Date of Grant

  	
   

  	
  1,250

  	
   

  	
  10,000

  	
   

  



 


·                  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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ann E. Weiser

  
	
   

  	
  Chief Human Resources
  Officer

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


	
  ACCEPTED AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name of Grantee]

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
			



 


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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.


 


“Common Shares” means the shares
of common stock, par value $0.000001 per share, of the Company or any security
into which such Common Shares may be changed by reason of any transaction or
event of the type referred to in Section 9 hereof.


 


“Company” means Activision
Blizzard, Inc. and any successor thereto.


 


“Company-Sponsored Equity Account”
means an account that is created with the Equity Account Administrator in
connection with the administration of the Company’s equity plans and programs,
including the Plan.


 


“Date of Grant” means the Date
of Grant of the Award set forth on the Grant Notice.


 


“Disability” means “permanent
and total disability” as defined in section 22(e)(3) of the Code, as
interpreted by the Company (with such interpretation to be final, conclusive
and binding 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.


 


“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.


 

















 


“Separation from Service” means
separation from service within the meaning of Section 409A of the Code.


 


“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).


 


3.             Termination
of Service.


 


(a)           Death
or Disability.  In the event that
Grantee incurs a Separation from Service due to death or Disability, the
Restricted Share Units shall immediately vest as of the date of Grantee’s death
or the first date of Grantee’s
Disability (as determined by the Committee), as the case may be.


 


(b)           Change
of Control.  In the event that
Grantee incurs a Separation from Service pursuant to the terms of any business
combination or similar transaction involving the Company, the Restricted Share
Units shall immediately vest as of the date of such Separation from Service.


 


(c)           Other.  Unless the Committee determines otherwise, in
the event that Grantee incurs a Separation from Service for any reason not
addressed by Section 3(a) and 3(b) hereof, as of the date of
such Separation from Service 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 


 


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or any of its subsidiaries or affiliates shall have
the right to withhold from Grantee’s compensation any Withholding Taxes
contemplated by this Section 4 and (ii) the Company shall have no
obligation to deliver any Vested Shares unless and until all Withholding Taxes
contemplated by this Section 4 have been satisfied.


 


5.             Reservation of Shares.  The Company shall at all times reserve for
issuance or delivery upon vesting of the Restricted Share Units such number of
Common Shares as shall be required for issuance or delivery upon vesting
thereof.


 


6.             Dividend Equivalents.  In the event that any cash dividends are
declared and paid on Common Shares to which the holder of the Restricted Share
Units would be entitled upon vesting thereof, such holder shall be paid, on the
payment date for such dividend, the amount that such holder would have received
if the Restricted Share Units had vested, and the Common Shares to which such
holder was thereupon entitled had been issued and outstanding and held of
record by such holder, as of the record date for such dividend; provided,
however, that no such dividend equivalents shall be paid if the
Restricted Share Units have been forfeited to the Company in accordance with Section 3(c) 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 (a) with respect to the portion of the
Restricted Share Units that vest on or before the first anniversary of the Date
of Grant either in accordance with the “Schedule for Vesting” set forth on the
Grant Notice or due to a Separation from Service pursuant to Section 3
hereof, the earlier of (i) the first anniversary of the Date of Grant and (ii) the
date of Grantee’s Separation from Service and (b) with respect to the
portion of the Restricted Share Units that vest after the first anniversary of
the Date of Grant either in accordance with the “Schedule for Vesting” set
forth on the Grant Notice or due to a Separation from Service pursuant to Section 3
hereof, the earlier of (i) the second anniversary of the Date of Grant and
(ii) the date of Grantee’s Separation from Service, the Company shall (A) effect
the issuance or transfer of the Vested Shares, (B) cause the issuance or
transfer of such Vested Shares to be evidenced on the books and records of the
Company, and (C) 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 


 


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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 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 


 


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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 taxes,
interest or penalties under Section 409A of the Code, the Committee may,
in its sole discretion, modify the terms of the Plan, the Grant Notice or these
Award Terms, without the consent of Grantee, in the manner that the Committee
may reasonably and in good faith determine to be necessary or advisable to
avoid the imposition of such taxes, interest or penalties; provided, however,
that this Section 12 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 


 


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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 Service.  Nothing contained in the Grant Notice or
these Award Terms shall be construed to confer upon Grantee any right to
continued service on the Board or derogate from any right of the Company’s
stockholders to remove Grantee from the Board 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 


 


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time; and (b) if to Grantee, at the address shown
on the records of the Company 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 Plan.  In the event of any
conflict between the terms of 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
Plan, the Grant Notice and these Award Terms.


 


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