Exhibit
10.100


 


AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


NOTICE
OF STOCK OPTION AWARD


 


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


 


·                  Your name:  Christopher B. Walther


 


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


 


·                  Exercise Price:  US$11.54
per Share


 


·                  Date of Grant:  November 9, 2009


 


·                  Expiration Date:  November 9, 2019


 


·                  Grant ID:  08003564


 


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


 


·                  this Notice of Stock Option Award;


 


·                  the Stock Option Award Terms attached hereto as Exhibit A
(the “Award Terms”); and


 


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


 


·                  Your Stock Option Award has
been made in connection with your employment agreement with the Company or one
of its subsidiaries or affiliates as a material inducement to your entering
into or renewing employment with such entity pursuant to such agreement, and is
also governed by any applicable terms and conditions set forth in such
agreement.


 


·                  Schedule for Vesting: 
Except as otherwise provided under the Award Terms, the Stock Option
awarded to you will vest and become exercisable 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 Shares

  Vesting at Vesting

  Date

  	
   

  	
  Cumulative No. of

  Shares Vested at

  Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2010

  	
   

  	
  100,000

  	
   

  	
  100,000

  	
   

  
	
  December 31, 2011

  	
   

  	
  100,000

  	
   

  	
  200,000

  	
   

  
	
  December 30, 2012

  	
   

  	
  100,000

  	
   

  	
  300,000

  	
   

  



 


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


 

















 


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


 


·                  Please
return the signed Notice of Stock Option Award to the Company at:


 


Activision
Blizzard, Inc.


3100 Ocean Park
Boulevard


Santa Monica,
CA  90405


Attn:  Stock Plan Administration


 


You
should retain the enclosed duplicate copy of this Notice of Stock Option Award
for your records.


 


Any capitalized term used but not otherwise defined herein shall have
the meaning ascribed to such term in the Award Terms.


 


	
   

  	
   

  	
  ACTIVISION BLIZZARD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ann E. Weiser

  
	
   

  	
   

  	
  Ann E. Weiser

  
	
   

  	
   

  	
  Chief Human Resources Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  January 10, 2010

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Chris B. Walther

  	
   

  	
   

  
	
  Christopher B. Walther

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  December 24, 2009

  	
   

  	
   

  
					



 


2














 


EXHIBIT A


 


AMENDED
AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008
INCENTIVE PLAN


 


STOCK
OPTION AWARD TERMS


 


1.             Definitions.


 


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


 


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


 


“Cause” (i) shall have the meaning given to
such term in any employment agreement between the Holder and the Company or any
of its subsidiaries or affiliates in effect from time to time or (ii) if
the Holder is not party to any agreement with the Company or any of its
subsidiaries or affiliates or any such agreement does not contain a definition
of “cause,” shall mean that the Holder (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 8
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.


 


“Disability” (A) shall have the meaning given to
such term in, or otherwise be determined in accordance with, any employment
agreement between the Holder and the 


 

















 


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


 


“Employment Violation means any material breach by the Holder
of his or her employment agreement with the Company or one of its subsidiaries
or affiliates for so long as the terms of such employment agreement shall apply
to the Holder (with any breach of the post-termination obligations contained
therein deemed to be material for purposes of these Award Terms).


 


“Equity Account Administrator” means the brokerage firm utilized by the
Company from time to time to create and administer accounts for participants in
the Company’s equity plans and programs, including the Plan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-2

















 


amount equal to the product of (A) the greatest
of the following: (1) the Market Value per Share of Common Shares on the
date of exercise, (2) the arithmetic average of the per share closing
sales prices of Common Shares as reported on NASDAQ for the 30 trading day
period ending on the trading day immediately preceding the date of the Company’s
written notice of its exercise of its rights under Section 11 hereof, or (3) the
arithmetic average of the per share closing sales prices of Common Shares as
reported on NASDAQ for the 30 trading day period ending on the trading day
immediately preceding the date of computation, minus the Exercise Price, times (B) the
number of Shares as to which the Stock Option was exercised and which were not
sold.


 


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


 


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


 


“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.


 


“Withholding Taxes” means any taxes, including, but not limited to,
social security and Medicare taxes and federal, state and local income taxes,
required to be withheld under any applicable law.


 


(b)           Any
capitalized term used but not otherwise defined herein shall have the meaning
ascribed to such term in the Plan.


 


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


 


3.             Vesting and Exercise.


 


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


 


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


 


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


 


A-3

















 


(d)           Payment
of Exercise Price.  To be valid, any
exercise of the Stock Option must be accompanied by full payment of the
aggregate Exercise Price of the Shares being purchased.  The Company shall determine the method or
methods the Holder may use to make such payment, which may include any of the
following:  (i) by bank check or
certified check or wire transfer of immediately available funds, (ii) if
securities of the Company of the same class as the Shares are then traded or quoted on a national
securities exchange, the Nasdaq Stock Market, Inc. or a national quotation
system sponsored by the National Association of Securities Dealers, Inc.,
through the delivery of irrevocable written instructions, in a form acceptable
to the Company, to the Equity Account Administrator (or, with the Company’s
consent, such other brokerage
firm as may be requested by the person exercising the Stock Option) to sell
some or all of the Shares being purchased upon such exercise and to thereafter
deliver promptly to the Company from the proceeds of such sale an amount in
cash equal to the aggregate Exercise Price of the Shares being purchased, (iii) by
tendering previously owned shares (valued at their Market Value per Share as of
the date of tender), (iv) through the withholding of Shares otherwise
deliverable upon exercise, or (v) any combination of (i), (ii), (iii) or
(iv) above or any other manner permitted pursuant to the Plan.


 


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


 


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


 


(g)           Issuance
and Delivery of Shares.  As soon as
practicable (and, in any event, within 30 days) after the valid exercise of the
Stock Option, the Company shall (i) effect the issuance or transfer of the
Shares purchased upon such exercise, (ii) cause the issuance or transfer
of such Shares to be evidenced on the books and records of the Company, and (iii) cause
such Shares to be delivered to a Company-Sponsored Equity Account in the name
of the person entitled to such Shares (or, with the Company’s consent, such
other brokerage account as may be requested by such person); provided, however,
that, in the event such Shares are subject to a legend as set forth in Section 14
hereof, the Company shall instead cause a certificate evidencing such Shares
and bearing such legend to be delivered to the person entitled thereto.


 


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


 


4.             Termination
of Employment.


 


(a)           Cause.  In the event that the Holder’s employment is
terminated by the Company or any of its subsidiaries or affiliates for Cause,
as of the date of such termination of employment the Stock Option shall (i) cease
to vest, if not then fully vested, (ii) no longer be exercisable, whether
or not vested, and (iii) be immediately cancelled.


 


A-4

















 


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


 


(c)           Other.  Unless the Committee determines otherwise, in
the event that the Holder’s employment is terminated for any reason not
addressed by Section 4(a) or 4(b) hereof, the Stock Option shall
(i) cease to vest as of the date of such termination of employment and (ii) to
the extent vested as of the date of such termination of employment, be
exercisable in accordance with these Award Terms until the earlier of (A) the
30th day after the date of such termination of employment  and (B) the Expiration Date, after
which the Stock Option shall no longer be exercisable and shall be immediately
cancelled.  To the extent not vested as
of the date of such termination of service, the Stock Option shall be
immediately cancelled and shall no longer be exercisable.


 


5.             Tax
Withholding.  The Company shall have
the right to require the Holder to satisfy any Withholding Taxes resulting from
the exercise (in whole or in part) of the Stock Option, the issuance or
transfer of any Shares upon exercise of the Stock Option or otherwise in
connection with the Award at the time such Withholding Taxes become due.  The Company shall determine the method or
methods the Holder may use to satisfy any Withholding Taxes contemplated by
this Section 5, 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) if
securities of the Company of the same class as the Shares are then traded or
quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or
a national quotation system sponsored by the National Association of Securities
Dealers, Inc., through the delivery of irrevocable written instructions,
in a form acceptable to the Company, to the Equity Account Administrator (or,
with the Company’s consent, such other brokerage firm as may be requested by
the person exercising the Stock Option) to sell some or all of the Shares being
purchased upon such exercise and to thereafter deliver promptly to the Company
from the proceeds of such sale an amount in cash equal to the aggregate amount
of such Withholding Taxes; (c) by tendering previously owned shares
(valued at their Market Value per Share as of the date of tender); (d) through
the withholding of Shares otherwise deliverable upon exercise; or (e) by
any combination of (a), (b), (c) or (d) above.  Notwithstanding anything to the contrary
contained herein, (i) the Company or any of its subsidiaries or affiliates
shall have the right to withhold from the Holder’s compensation any Withholding
Taxes contemplated by this Section 5 and (ii) the Company shall have
no obligation to deliver any Shares upon exercise of the Stock Option unless
and until all Withholding Taxes contemplated by this Section 5 have been
satisfied.


 


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


 


A-5

















 


7.             Committee Discretion.  Except as may otherwise be provided in the
Plan, the Committee shall have sole discretion to (a) interpret any
provision of the Plan, the Grant Notice and these Award Terms, (b) make
any determinations necessary or advisable for the administration of the Plan
and the Award, and (c) waive any conditions or rights of the Company under
the Award, the Grant Notice or these Award Terms.  Without intending to limit the generality or
effect of the foregoing, any decision or determination to be made by the
Committee pursuant to these Award Terms, including whether to grant or withhold
any consent, shall be made by the Committee in its sole and absolute discretion,
subject only to the terms of the Plan. 
Subject to the terms of the Plan, the Committee may amend the terms of
the Award prospectively or retroactively; however, no such amendment may
materially and adversely affect the rights of the Holder taken as a whole
without the Holder’s consent.  Without
intending to limit the generality or effect of the foregoing, the Committee may
amend the terms of the Award (i) in recognition of unusual or nonrecurring
events (including, without limitation, events described in Section 8
hereof) affecting the Company or any of its subsidiaries or affiliates or the
financial statements of the Company or any of its subsidiaries or affiliates, (ii) in
response to changes in applicable laws, regulations or accounting principles and
interpretations thereof, or (iii) to prevent the Award from becoming
subject to Section 409A.


 


8.             Adjustments.  Notwithstanding anything to the contrary
contained herein, pursuant to Section 12 of the Plan, the Committee will
make or provide for such adjustments to the Award as are equitably required to
prevent dilution or enlargement of the rights of the Holder that would
otherwise result from (a) any stock dividend, extraordinary dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Company, (b) any change of control, merger,
consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial
or complete liquidation or other distribution of assets, or issuance of rights
or warrants to purchase securities, or (c) any other corporate transaction
or event having an effect similar to any of the foregoing.  Moreover, in the event of any such
transaction or event, the Committee, in its discretion, may provide in
substitution for the Award such alternative consideration (including, without
limitation, cash or other equity awards), if any, as it may determine to be
equitable in the circumstances and may require in connection therewith the
surrender of the Award.


 


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


 


A-6

















 


Shares in compliance with the provisions of that or
any comparable federal securities law and all applicable state securities
laws.  The Company shall have the right,
but not the obligation, to register the issuance or resale of the Stock Option
or Shares under the Securities Act of 1933, as amended, or any comparable
federal securities law or applicable state securities law.


 


10.          Transferability.  Except as otherwise permitted under the Plan
or this Section 10, the Stock Option shall not be transferable by the
Holder other than by will or the laws of descent and distribution.  Subject to the terms of the Plan, with the
Company’s consent, the Holder may transfer all or part of the Stock Option for
estate planning purposes or pursuant to a domestic relations order; provided, however,
that any transferee shall be bound by all of the terms and conditions of the
Plan, the Grant Notice and these Award Terms and shall execute an agreement in
form and substance satisfactory to the Company in connection with such
transfer; and provided further that the Holder will remain
bound by the terms and conditions of the Plan, the Grant Notice and these Award
Terms.


 


11.          Employment Violation.  The terms of this Section 11 shall apply
to the Stock Option if the Holder is 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 termination and
cancellation of the Stock Option, whether vested or unvested, and (ii) payment
by the Holder to the Company of the Recapture Amount with respect to such
Employment Violation; provided, however, that, in lieu of payment
by the Holder to the Company of the Recapture Amount, the Holder, in his or her
discretion, may tender to the Company the Shares acquired upon exercise of the
Stock Option during the Look-back Period with respect to such Employment
Violation and the Holder shall not be entitled to receive any consideration
from the Company in exchange therefor. 
Any such termination of the Stock Option and payment of the Recapture
Amount, as the case may be, shall be in addition to, and not in lieu of, any
other right or remedy available to the Company arising out of or in connection
with such Employment Violation, including, without limitation, the right to
terminate the Holder’s employment if not already terminated and to seek
injunctive relief and additional monetary damages.


 


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


 


(a)           The
Holder is responsible for complying with (a) any federal, state and local
taxation laws applicable to the Holder in connection with the Award, (b) any
federal and state securities laws applicable to the Holder 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 the Holder in
connection with the Award.


 


A-7

















 


13.          Section 409A.  As the Exercise Price is equal to the fair
market value of a Share on the Date of Grant, payments contemplated with
respect to the Award are intended to be exempt from Section 409A, 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 the Holder or any other person of taxes, interest or penalties
under Section 409A, the Committee may, in its sole discretion, modify the
terms of the Plan, the Grant Notice or these Award Terms, without the consent
of the Holder, in the manner that the Committee may reasonably and in good
faith determine to be necessary or advisable to avoid the imposition of such
taxes, interest or penalties; provided, however, that this Section 13
does not create an obligation on the part of the Committee or the Company to
make any such modification.


 


14.          Legend.  The Company may, if determined by it based on
the advice of counsel to be appropriate, cause any certificate evidencing
Shares to bear a legend substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY MAY NOT
BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.”


 


15.          No
Right to Continued Employment. 
Nothing contained in the Grant Notice or these Award Terms shall be
construed to confer upon the Holder any right to be continued in the employ of
the Company or any of its subsidiaries or affiliates or derogate from any right
of the Company or any of its subsidiaries or affiliates to retire, request the
resignation of, or discharge the Holder at any time, with or without Cause.


 


16.          No
Rights as Stockholder.  No holder of
the Stock Option shall, by virtue of the Grant Notice or these Award Terms, be
entitled to any right of a stockholder of the Company, either at law or in
equity, and the rights of any such holder are limited to those expressed, and
are not enforceable against the Company except to the extent set forth, in the
Plan, the Grant Notice and these Award Terms.


 


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, 


 


A-8

















 


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


 


20.          Notices.  Any notice or other document which the Holder
or the Company may be required or permitted to deliver to the other pursuant to
or in connection with the Grant Notice or these Award Terms shall be in
writing, and may be delivered personally or by mail, postage prepaid, or
overnight courier, addressed as follows: (a) if to the Company, at its
office at 3100 Ocean Park Boulevard, Santa Monica, California 90405, Attn:
Stock Plan Administration, or such other address as the Company by notice to
the Holder may designate in writing from time to time; and (b) if to the
Holder, at the address shown in any employment agreement between the Holder and
the Company or any of its subsidiaries or affiliates in effect from time to
time or such other address as the Holder by notice to the Company may designate
in writing from time to time.  Notices
shall be effective upon receipt.


 


21.          Conflict
with Employment Agreement or Plan. 
In the event of any conflict between the terms of any employment
agreement between the Holder and the Company or any of its subsidiaries or
affiliates in effect from time to time and the terms of the Grant Notice or
these Award Terms, the terms of the Grant Notice or these Award Terms, as the
case may be, shall control.  In the event
of any conflict between the terms of any employment agreement between the
Holder and the Company or any of its subsidiaries or affiliates in effect from
time to time, the Grant Notice or these Award Terms and the terms of the Plan,
the terms of the Plan shall control.


 


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


 


A-9