Exhibit
10.101


 


AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008
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:  Christopher B. Walther


 


·                  Total number of Restricted Share Units awarded:  75,000


 


·                  Date of Grant:  November 9, 2009


 


·                  Grant ID:  08003568


 


·                  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 Amended and Restated 2008 Incentive
Plan, the receipt of a copy of which you hereby acknowledge.


 


·                  Your Award of Restricted
Share Units has been made in connection with your 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 Restricted Share Units awarded to you will
vest as follows, provided you remain continuously employed by the Company or
one of its subsidiaries or affiliates 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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2010

  	
   

  	
  25,000

  	
   

  	
  25,000

  	
   

  
	
  December 31, 2011

  	
   

  	
  25,000

  	
   

  	
  50,000

  	
   

  
	
  December 30, 2012

  	
   

  	
  25,000

  	
   

  	
  75,000

  	
   

  



 

















 


·                  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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Ann E. Weiser

  
	
   

  	
  Ann E. Weiser

  
	
   

  	
  Chief Human Resources Officer

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  January 10, 2010

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Chris B. Walther

  	
   

  
	
  Christopher B. Walther

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  December 24, 2009

  	
   

  
				



 


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EXHIBIT A


 


AMENDED
AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008
INCENTIVE PLAN


 


RESTRICTED
SHARE UNIT AWARD TERMS




 


1.             Definitions.


 


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


 


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


 


“Cause” (i) shall have the meaning given to
such term in any employment agreement between Grantee and the Company or any of
its subsidiaries or affiliates in effect from time to time or (ii) if
Grantee is not party to any agreement with the Company or any of its
subsidiaries or affiliates or any such agreement does not contain a definition
of “cause,” shall mean that Grantee (A) engaged in misconduct or gross
negligence in the performance of his or her duties or willfully and
continuously failed or refused to perform any duties reasonably requested in
the course of his or her employment; (B) engaged in fraud, dishonesty, or
any other improper conduct that causes, or in the sole and absolute discretion
of the Company has the potential to cause, harm to the Company Group, including
the business reputation or financial condition of any member of the Company
Group; (C) violated any lawful directives or policies of the Company Group
or any applicable laws, rules or regulations; (D) materially breached
his or her employment agreement, proprietary information agreement or any other
agreement with the Company Group; (E) committed, was indicted on charges
related to, convicted of, or pled guilty or no contest to, a felony or crime
involving dishonesty, moral turpitude or which could reflect negatively upon
the Company Group of otherwise impede its operations; or (F) breached his
or her fiduciary duties to the Company Group.


 


“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 Group” means the Company or any of its subsidiaries or other
affiliates.


 


“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.


 

















 


“Employment Violation” means any material breach by Grantee 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
Grantee (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.


 


“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.


 


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


 


“Plan” means the Amended and Restated Activision Blizzard, Inc.
2008 Incentive Plan, as amended from time to time.


 


“Recapture
Amount” means, with respect to any Employment Violation by Grantee, the gross
gain realized or unrealized by Grantee upon all vesting of Restricted Share
Units or delivery or transfer of Vested Shares during the Look-back Period with
respect to such Employment Violation, which gain shall be calculated as the sum
of:


 


(i)            if Grantee has
received any Vested Shares during such Look-back Period and sold such Vested
Shares, an amount equal to the product of (A) the sales price per Vested
Share times (B) the number of such Vested Shares sold at such sales price;
plus


 


(ii)           if Grantee has
received any Vested Shares during such Look-back Period and not sold such
Vested Shares, 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
such Vested Shares were issued or transferred to Grantee, (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 12 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 computation, times (B) the number of such Vested Shares which
were not sold.


 


“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.


 


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“Section 409A” means Section 409A of the Code and the guidance
and regulations promulgated thereunder.


 


“Term Sheet” means the Corporate Governance Term Sheet approved
by the Delaware Court of Chancery in connection with the settlement of In re Activision, Inc. Shareholder Derivative Litigation,
C.D. Cal. Case No. CV06-4771 MRP (JTLx); In re
Activision Shareholder Derivative Litigation, L.A.S.C. Case No. SC090343.


 


“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 Employment.


 


(a)           Cause.  In the event that Grantee’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 all Restricted Share Units
shall cease to vest and any outstanding Restricted Share Units and 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.


 


(b)           Other.  Unless the Committee determines otherwise, in
the event that Grantee’s employment is terminated for any reason other than for
Cause, 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.  The Company shall determine the method or
methods Grantee may use to satisfy any Withholding Taxes contemplated by this Section 4,
which may include any of the following:  (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 any combination
of (a) and (b) above. 
Notwithstanding anything to the contrary contained 


 


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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 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
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 year in which the related
dividends are paid.  For purposes of the time
and form of payment requirements of Section 409A, 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 15 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 


 


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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.


 


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, (b) any change of
control, merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of
assets, or issuance of rights or warrants to purchase securities, or (c) any
other corporate transaction or event having an effect similar to any of the
foregoing.  Moreover, in the event of any
such transaction or event, the Committee, in its discretion, may provide in
substitution for the Award such alternative consideration (including, without
limitation, cash or other equity awards), if any, as it may determine to be
equitable in the circumstances and may require in connection therewith the
surrender of the Award.


 


10.          Registration and Listing.  Notwithstanding anything to the contrary
contained herein, the Company shall not be obligated to issue or transfer any
Restricted Share Units or Vested Shares, and no Restricted Share Units or
Vested Shares may be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of or encumbered in any way, unless such transaction is in
compliance with (a) the Securities Act of 1933, as amended, or any
comparable federal securities law, and all applicable state securities laws, (b) the
requirements of any securities exchange, securities association, market system
or quotation system on which securities of the Company of the same class as the
securities subject to the Award are then traded or quoted, (c) any
restrictions on transfer imposed by the Company’s certificate of incorporation or
bylaws, and (d) any policy or procedure the Company has adopted with
respect to the trading of its securities, in each case as in effect on the date
of the intended transaction.  The Company
is under no obligation to register, qualify or list, or maintain the
registration, qualification or listing of, Restricted Share Units or Vested
Shares with the SEC, any state securities commission or any securities
exchange, securities association, market system or quotation system to effect
such compliance.  Grantee shall make such
representations and furnish such information as may be appropriate to permit
the Company, in light of the then existence or non-existence of an effective
registration statement under the Securities Act of 1933, as amended, relating
to Restricted Share Units or Vested Shares, to issue or transfer Restricted
Share Units or Vested Shares in compliance with the provisions of that or any
comparable federal securities law and all applicable state securities laws.  The Company shall have the right, but not the
obligation, to register the issuance or transfer of Restricted Share Units or
Vested Shares or resale of Restricted Share Units or Vested Shares under the
Securities Act of 1933, as amended, or any comparable federal securities law or
applicable state securities law.


 


11.          Transferability.  Except as otherwise permitted under the Plan
or this Section 11, the Restricted Share Units shall not be transferable
by Grantee other than by will or the laws of descent and distribution.  With the Company’s consent, Grantee may
transfer Restricted Share Units for estate planning purposes or pursuant to a
domestic relations order; provided, however, that any transferee
shall be bound by all of the terms and conditions of the Plan, the Grant Notice



 


A-5

















 


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.          Employment Violation.  The terms of this Section 12 shall apply
to the Restricted Share Units if Grantee is 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 have the right to require (i) the forfeiture by Grantee to
the Company of any outstanding Restricted Share Units or Vested Shares which
have yet to settle pursuant to Section 7 hereof and (ii) payment by
Grantee to the Company of the Recapture Amount with respect to such Employment
Violation; provided, however, that, in lieu of payment by Grantee
to the Company of the Recapture Amount, Grantee, in his or her discretion, may
tender to the Company the Vested Shares acquired during the Look-back Period
with respect to such Employment Violation and Grantee shall not be entitled to
receive any consideration from the Company in exchange therefor.  Any such forfeiture of Restricted Share Units
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 Grantee’s employment if not already
terminated and to seek injunctive relief and additional monetary damages.


 


13.          Compliance with Applicable Laws and
Regulations and Company Policies and Procedures.


 


(a)           Grantee
is responsible for complying with (a) any federal, state and local
taxation laws applicable to Grantee in connection with the Award, (b) any
federal and state securities laws applicable to Grantee in connection with the
Award, (c) 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, (d) any
restrictions on transfer imposed by the Company’s certificate of incorporation
or bylaws, and (e) any policy or procedure the Company maintains or may
adopt with respect to the trading of its securities.


 


(b)           The
Award is subject to the terms and conditions of the Term Sheet, and any Company
policies or procedures adopted in connection with the Company’s implementation
of the Term Sheet, including, without limitation, any policy requiring or
permitting the Company to recover any gains realized by Grantee in connection
with the Award.


 


14.          Section 409A.


 


(a)           Payments
contemplated with respect to the Award are intended to comply with Section 409A,
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.  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 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, the 


 


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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 14
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)
payable with respect to the Award to any anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment.  Except as permitted under Section 409A,
any deferred compensation (within the meaning of Section 409A) 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, (ii) Grantee is a “specified
employee” (as defined in Section 409A) 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) with the Company or any of its subsidiaries or
affiliates is required to avoid tax penalties under Section 409A 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.


 


15.          Legend.  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.”


 


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.          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


 


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expressed, and are not enforceable against the Company
except to the extent set forth in the Plan, the Grant Notice and these Award
Terms.


 


18.          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.


 


19.          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.


 


20.          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.


 


21.          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 any employment agreement between Grantee
and the Company or any of its subsidiaries or affiliates in effect from time to
time, 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.


 


22.          Conflict with Employment Agreement
or Plan.  In the event of any
conflict between the terms of any employment agreement between Grantee 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 between Grantee 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.


 


23.          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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