Exhibit 10.82


 


ACTIVISION BLIZZARD, INC.


 


2007
INCENTIVE PLAN


 


NOTICE
OF PERFORMANCE SHARE AWARD


 


You have been awarded Performance Shares of Activision Blizzard, Inc.
(the “Company”), as follows:


 


·                  Your name:  Robert A. Kotick


 


·                  Total number of Performance Shares
awarded:  1,250,000


 


·                  Date of Grant:  July 9, 2008


 


·                  Grant ID: 
07000875


 


·                  Your Award of Performance Shares is
governed by the terms and conditions set forth in:


 


·                  this Notice of Performance Share Award;


 


·                  the Performance Share Award Terms attached hereto as Exhibit A
(the “Award Terms”); and


 


·                  your Amended and Restated Employment Agreement with
the Company dated December 1, 2007, as amended through July 7, 2008
(the “Employment Agreement”); and


 


·                  the Company’s 2007 Incentive Plan, the receipt of a
copy of which you hereby acknowledge.


 


·                  Your Award of Performance Shares has been made in connection with the
execution of your Employment Agreement as a material inducement to your
continuing employment with the Company pursuant to the Employment Agreement,
and is also governed by any applicable terms and conditions set forth in the
Employment Agreement.


 


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


 


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·                  If you wish to make an election to
include the value of the Performance Shares in your taxable income for the
current calendar year, you must complete and sign the Section 83(b) Election
Form attached hereto as Exhibit B and both (1) file a
copy of it with the Internal Revenue Service Center at which you file your
federal income tax return and (2) return a copy of it to the Company, in
each case no later than the 30th day after the
Date of Grant.


 


·                  Please
return the signed Notice of Performance Share Award and, if applicable, the  Section 83(b) Election Form to:


 


Activision
Blizzard, Inc.


3100 Ocean Park
Boulevard


Santa Monica,
CA  90405


Attn:  Stock Plan Administration


 


You should retain (1) the
enclosed duplicate copy of this Notice of Performance Share Award for your
records and (2) if applicable, two copies of your completed Section 83(b) Election
Form, (a) one copy of which should be filed with the Internal Revenue
Service Center at which you file your federal income tax return no later than
30th day after the Date of Grant as described above and (b) one copy of
which should be submitted with your federal income tax return for the current
calendar year.


 


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/ Robert A. Kotick

  	
   

  	
   

  
	
  Robert A. Kotick

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
					



 


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EXHIBIT A


 


ACTIVISION
BLIZZARD, INC.


 


2007
INCENTIVE PLAN


 


PERFORMANCE
SHARE AWARD TERMS


 


1.             Definitions.


 


(a)           For
purposes of these Award Terms, the following terms shall have the meanings set
forth below:


 


“Additional Shares” means any additional Common Shares issued in respect
of Performance Shares in connection with any adjustment pursuant to Section 11
hereof.


 


“Award” means the award described on the Grant Notice.


 


“Award Terms” means these
Performance Share Award Terms.


 


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


 


“Change of Control” 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 11
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” means Activision Blizzard, Inc. and any
successor thereto.


 


“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.


 


“Date of Termination” has the meaning given to such term in the
Employment Agreement.


 


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


 

















 


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


 


“Employment Agreement” means the Amended and Restated
Employment Agreement, dated December 1, 2007, between Grantee and the
Company as amended through July 7, 2008.


 


“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.


 


“Good Reason” 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 Performance Share Award to which
these Award Terms are attached as Exhibit A.


 


“Performance Shares” means the Common Shares subject to the
Award (including any Additional Shares) as to which the Restrictions have not
lapsed and which have not been forfeited to the Company in accordance with the
Grant Notice and these Award Terms.


 


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


 


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


 


“Release Period” has the meaning given to such term in the Employment
Agreement.


 


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


 


“Restricted Book Entry” means a book entry on the Company’s
stock register maintained by its transfer agent and registrar, which book entry
shall bear a notation regarding the Restrictions as set forth in Section 15(a) hereof
and, if appropriate, a notation regarding securities law restrictions as set
forth in Section 15(b) hereof.


 


“Restrictions” means the restrictions set forth in Section 2
hereof.


 


“Section 83(b) Election” means an election under Section 83(b) of
the Code, or any successor provision thereto, to include the value of the
Performance Shares in taxable income for the calendar year in which the Award
is granted.


 


“Vested Shares” means Common Shares subject to the Award (including
any Additional Shares) as to which the Restrictions have lapsed in accordance
with Sections 3, 4 or 5 hereof.


 


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“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 or the Employment Agreement.


 


2.             Restrictions.  Prior to the lapse of Restrictions in accordance
with Section 3, none of the Common Shares subject to the Award (including
any Additional Shares), or any right or privilege pertaining thereto, may be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or
encumbered in any way not expressly permitted by these Award Terms, or
subjected to execution, attachment or similar process, unless and until such
restrictions thereon lapse pursuant to Sections 3, 4 or 5 hereof.  Any attempt to sell, assign, transfer,
pledge, hypothecate or otherwise dispose of or encumber any such Common Shares,
or any right or privilege pertaining thereto, in any way not expressly
permitted by these Award Terms before such restrictions thereon lapse pursuant
to Sections 3, 4 or 5 hereof shall be null and void and of no force and effect.


 


3.             Lapse
of Restrictions.  Except as otherwise
set forth in these Award Terms, the Restrictions shall lapse in accordance with
the vesting schedule set forth in Sections 6(b) and 6(c) of the
Employment Agreement, the terms of which are herein incorporated by reference, mutatis mutandis, and shall apply to the Grant Notice and
the Award Terms with the same force and effect as if expressly set forth herein
or therein.


 


4.             Termination
of Employment.


 


(a)           Death.  In the event of Grantee’s death, Grantee
shall be entitled to all Vested Shares in accordance with Section 3.


 


(b)           Disability,
Termination for Good Reason or Without Cause.  In the event of Grantee’s termination of
employment with the Company Group due to Grantee’s Disability, by Grantee for
Good Reason or by the Company Group without Cause, Grantee shall be entitled to
all Vested Shares in accordance with Section 3; provided, however,
that any accelerated lapse of Restrictions pursuant to this Section 4(b) shall
be subject to the execution by Grantee of an effective and irrevocable Release
during the Release Period.


 


(c)           Termination
with Cause or Resignation.  In the
event of Grantee’s termination of employment with the Company Group due to
Grantee’s Resignation or termination by the Company Group with Cause prior to
the vesting in full of the Performance Shares, as of the Date of Termination
all Performance Shares shall cease to vest and, with the exception of any
Vested Shares, shall immediately be forfeited to the Company without payment of
consideration by the Company.


 


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5.             Change of Control.  Notwithstanding Section 3
hereof, in the event that Grantee is an active employee of the Company at the
moment immediately prior to a Change of Control and the Performance Shares are
not then vested in full, upon the consummation of the Change of Control the
Restrictions shall lapse as follows:


 




	
  If
  the Change of Control Occurs During

  the Period:

  	
   

  	
  Percentage
  of Performance Shares Vesting in

  Addition to Vested Shares

  
	
  Commencing on December
  1, 2007 and ending on December 31, 2008

  	
   

  	
  60% (i.e., 750,000 additional Performance Shares)

  
	
  Commencing on January
  1, 2009 and ending on December 31, 2009

  	
   

  	
  40% (i.e., 500,000 additional Performance Shares)

  
	
  Commencing on January
  1, 2010 and ending on December 31, 2010

  	
   

  	
  20% (i.e., 250,000 additional Performance Shares)

  
	
  Commencing on January
  1, 2011 and ending on the Expiration Date

  	
   

  	
  To a total of 100% (i.e., any Performance Shares not then vested)

  






 


6.             Tax
Withholding.  The Company shall have
the right to require Grantee to satisfy any Withholding Taxes resulting from
the lapse of the Restrictions, from any Section 83(b) Election 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 6:  (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) by
a 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 6 and (ii) the Company shall have no obligation to deliver
any Vested Shares unless and until all Withholding Taxes contemplated by this Section 6
have been satisfied.


 


7.             Voting
Rights.  The holder of the
Performance Shares shall be entitled to the voting privileges associated
therewith.


 


8.             Dividends.  Any cash dividends declared and paid on the
Performance Shares shall be paid to the holder thereof concurrently with the
payment of such dividends to all other record holders of Common Shares.


 


9.             Receipt
and Delivery; Removal of Restrictions. 
Performance Shares shall be evidenced by a Restricted Book Entry in the
name of the holder of the Performance Shares. 
Performance Shares shall become Vested Shares at such time as the
Restrictions thereon lapse in accordance with the Employment Agreement and
these Award Terms.  As soon as
practicable after the Restrictions on any Performance Shares lapse, the Company
shall cause the legend regarding the Restrictions set forth in Section 15(a) hereof
to be removed from the resulting Vested Shares and cause the resulting 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); 


 


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provided, however, that, in the event such Vested
Shares are subject to a legend regarding securities law restrictions as set forth
in Section 15(b) hereof, the Company shall instead cause a
certificate evidencing such Vested Shares and bearing such legend to be
delivered to the person entitled thereto.


 


10.          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; provided,
however, that 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 11 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.


 


11.          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.


 


12.          Section 409A.  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, the Employment Agreement and these Award Terms
shall guarantee that the Award is not subject to taxes, interest or penalties
under Section 409A of the Code and (ii) if any provision of the Plan,
the Grant Notice, the Employment Agreement or these Award Terms would, in the
reasonable, good faith judgment of the Company, result or likely result in the
imposition on the 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 


 


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consent of the 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 in a
manner designed to preserve the economics of the Award to the Grantee.


 


13.          Registration
and Listing.  Notwithstanding
anything to the contrary contained herein, the Company shall not be obligated
to issue or transfer any Performance Shares or Vested Shares, and no
Performance Shares 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, Performance Shares 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 Performance Shares or
Vested Shares, to issue or transfer Performance Shares 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 Performance Shares or Vested Shares or resale of Performance
Shares or Vested Shares under the Securities Act of 1933, as amended, or any
comparable federal securities law or applicable state securities law.


 


14.          Transferability.  Notwithstanding the Restrictions, with the
Company’s consent, Grantee may transfer the Performance Shares 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, the Employment Agreement 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, the
Employment Agreement and these Award Terms.


 


15.          Legends.


 


(a)           Restrictions.  The Company shall cause any Restricted Book
Entry evidencing the Performance Shares to bear a notation substantially as
follows:


 


“THE SALE OR
TRANSFER OF THE SECURITIES REPRESENTED HEREBY, WHETHER VOLUNTARY, INVOLUNTARY
OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET
FORTH IN THE ACTIVISION, INC. 2007 INCENTIVE PLAN 


 


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(THE “PLAN”), AND
IN THE ASSOCIATED NOTICE OF PERFORMANCE SHARE AWARD, INCLUDING THE PERFORMANCE
SHARE AWARD TERMS ATTACHED THERETO (THE “AWARD NOTICE”).  A COPY OF THE PLAN AND AWARD NOTICE MAY BE
OBTAINED FROM ACTIVISION BLIZZARD, INC.”


 


(b)           Securities
Laws.  The Company may, if determined
by it based on the advice of counsel to be appropriate, cause any Restricted
Book Entry evidencing Performance Shares or any certificate evidencing Vested
Shares to bear a notation or legend, as the case may be, 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.”


 


16.          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.


 


17.          Severability.  In the event that one or more of the
provisions of these Award Terms shall be invalidated for any reason by a court
of competent jurisdiction, any provision so invalidated shall be deemed to be
separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.


 


18.          Governing
Law.  To the extent that federal law
does not otherwise control, the validity, interpretation, performance and
enforcement of the Grant Notice and these Award Terms shall be governed by the
laws of the State of Delaware, without giving effect to principles of conflicts
of laws thereof.


 


19.          Successors
and Assigns.  The provisions of the
Grant Notice and these Award Terms shall be binding upon and inure to the
benefit of the Company, its successors and assigns, and Grantee and, to the
extent applicable, Grantee’s permitted assigns under Section 14 hereof and  Grantee’s estate or beneficiary(ies) as
determined by will or the laws of descent and distribution.


 


20.          Notices.  Any notice or other document which Grantee or
the Company may be required or permitted to deliver to the other pursuant to or
in connection with the Grant Notice or these Award Terms shall be in writing,
and may be delivered personally or by mail, postage prepaid, or overnight
courier, addressed as follows:  (a) if
to the Company, at its office at 3100 Ocean Park Boulevard, Santa Monica,
California 90405, Attn:  Stock Plan
Administration, or 


 


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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 on the 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.


 


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


 


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


 


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EXHIBIT B


 


ACTIVISION
BLIZZARD, INC.


 


2007
INCENTIVE PLAN


 


SECTION 83(b) ELECTION
FORM


 


Election to
Include Value of Restricted Property in Gross Income

in Year of Transfer under Internal Revenue Code § 83(b)


 


The
undersigned (the “Taxpayer”)
hereby makes an election pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended, with respect to the property described below
and supplies the following information in accordance with the applicable
federal income tax regulations:


 


1.             The name, address and taxpayer
identification number of the Taxpayer are:


 


	
  Name:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Taxpayer I.D. Number:

  	
   

  
			



 


2.             Description of property with respect
to which the election is being made: [              ] shares of Common Stock, par value
$0.000001 per share, of Activision Blizzard, Inc., a Delaware corporation
(the “Company”).


 


3.             Date of transfer; taxable year: 
The date on which property was transferred is [                        ].  The taxable year to which this election
relates is calendar year [            ].


 


4.             The nature of the restrictions to
which the property is subject:  The property
is subject to transfer restrictions by virtue of an agreement between the
Taxpayer and the Company, and the book entry on the Company’s stock register
evidencing the property bears a notation to that effect.  Except as otherwise provided in the Taxpayer’s
Employment Agreement, the restrictions on the property will lapse as follows:


 


	
  Performance Period

  	
   

  	
  Performance Target

  	
   

  	
   

  	
   

  
	
  For the Performance Period

  Beginning on the Date of

  Grant and Ending on the:

  	
   

  	
  Compound Annual

  Total Shareholder

  Return to be attained

  at the End of

  Performance Period*

  	
   

  	
  Number of

  Performance Shares

  to Vest Upon

  Attainment of

  Performance Target

  	
   

  
	
  1st anniversary
  of the Date of Grant

  	
   

  	
  0

  	
  %

  	
  250,000

  	
   

  
	
  2nd anniversary
  of the Date of Grant

  	
   

  	
  5

  	
  %

  	
  250,000

  	
   

  



 

















 


	
  3rd anniversary
  of the Date of Grant

  	
   

  	
  7.5

  	
  %

  	
  250,000

  	
   

  
	
  4th anniversary
  of the Date of Grant

  	
   

  	
  15

  	
  %

  	
  250,000

  	
   

  
	
  Expiration
  Date

  	
   

  	
  18

  	
  %

  	
  250,000

  	
   

  



 






*Subject
to termination of employment and change in control provisions contained in the Taxpayer’s
employment agreement with the Company.


 


5.             Fair market value: 
The fair market value at time of transfer (determined without regard to
any restrictions other than restrictions which by their terms will never lapse)
of the property with respect to which this election is being made is $[              ]
per share.


 


6.             Amount paid for property: 
Taxpayer did not pay any cash amount for the property.


 


7.             Furnishing statement to employer:  A
copy of this statement has been furnished to the Company.


 


 


	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Signature of Taxpayer

  
				



 


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Instructions for Section 83(b) Election
Form


 


1.                                      The form must be filed with the Internal
Revenue Service Center (or other IRS office) at which the Taxpayer files his or
her federal income tax return and with the Company, in each case no later than
the 30th day after the date of grant set forth on the
Notice of Performance Share Award to which this Section 83(b) Election
Form is attached as Exhibit B.


 


2.                                      In addition, the Taxpayer must submit one
copy of the form with his or her federal income tax return for the year in
which the date of grant occurred.


 


3.                                      The Section 83(b) election,
once made, is irrevocable, unless the Internal Revenue Service consents to the
revocation.


 


4.                                      The Taxpayer must sign the form.


 


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