Exhibit 10.4


 


ACTIVISION,
INC.


 


RESTRICTED
STOCK AWARD AGREEMENT


 


You have been awarded
restricted shares of the Company’s common stock, $0.000001 par value per share
(“Restricted Stock”), subject to the following terms and conditions:


 


	
  •

  	
  Name of Grantee:

  	
   

  	
  Michael Griffith

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
  Total Number of Shares
  of Restricted Stock Awarded:

  	
   

  	
  116,822(1)

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
  Date of Grant:

  	
   

  	
  June 15, 2005

  



 


•                  This
award of Restricted Stock is being made pursuant to and as a material
inducement for the Grantee to enter into an employment agreement dated June 15,
2005 (the “Employment Agreement”) and is governed by the terms of the
Employment Agreement and the terms of the Restricted Stock Award Terms attached
hereto as Exhibit A. In addition, this award of Restricted Stock is
granted under and subject to the terms and conditions of the Company’s 2003
Incentive Plan (the “Plan”), the terms, conditions and definitions of which are
hereby incorporated herein as though set forth at length, and the receipt of a
copy of which the Grantee hereby acknowledges by his signature on the
irrevocable stock attached hereto as Exhibit B. Capitalized terms used
herein shall have the meanings set forth in the Plan, unless otherwise defined
herein.


 


•                  This award of
Restricted Stock is conditioned upon your endorsement in blank of the
irrevocable stock power attached hereto as Exhibit B. If you do not return
the attached irrevocable stock power within sixty (60) days from the Date of
Grant, this award shall be deemed forfeited. As such, promptly endorse and
return the attached irrevocable stock power to the General Counsel at the
following address:


 


Activision, Inc.



3100 Ocean Park
Boulevard


Santa Monica, CA
90405


Attn: General
Counsel


 


•                  If
you wish to elect a designated beneficiary to whom shares of common stock
otherwise due to you pursuant to the terms of this award shall be distributed
in the event of your death prior to distribution, please complete and return to
the General Counsel along with your irrevocable stock power the beneficiary
designation form attached hereto as Exhibit C.


 


	
  Dated: June 15,
  2005

  	
  ACTIVISION,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Rose

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Sr. Vice President

  	
   

  
	
  /s/ Michael Griffith

  	
   

  	
   

  	
  General Counsel

  
						



 










(1) Amount equal to $2,000,000 divided by the closing price of ATVI
stock as reported on closing on NASDAQ on July 1, 2005.


 





















 


EXHIBIT A


 


ACTIVISION,
INC.


 


RESTRICTED
STOCK AWARD TERMS


 


Activision, Inc.,
a Delaware corporation (“Company”), has granted you (“Grantee”) an award of
restricted stock pursuant to the terms and conditions set forth in your Notice
of Restricted Stock Award (“Grant Notice”), these Restricted Stock Award Terms
(“Award Terms”) and your Employment Agreement (defined in the Grant Notice). In
addition, this award of Restricted Stock is subject to the terms and conditions
of the Company’s 2003 Incentive Plan (the “Plan”), the terms, conditions and
definitions of which are hereby incorporated herein as though set forth at
length, and the receipt of a copy of which the Grantee hereby acknowledges by
his signature on the irrevocable stock power attached to the Grant Notice as Exhibit B.
Capitalized terms used herein shall have the meanings set forth in the Plan,
unless otherwise defined herein. The text of the Plan and the Grant Notice are
incorporated herein by reference and made a part of these Award Terms.


 


1.             Definitions. For purposes of
this Award, the following terms shall have the meanings set forth below:


 


“Anniversary Date” means the annual anniversary of the Date
of Grant.


 


“Award” means this Restricted Stock Award.


 


“Board” means the Board of Directors of the Company.


 


“Code” means the
Internal Revenue Code of 1986, as amended, and regulations thereunder.


 


“Committee” means the
Compensation Committee of the Board or such other Board committee designated by
the Board in accordance with the Plan.


 


“Common Stock” means
the Company’s common stock, $0.000001 par value per share.


 


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


 


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


 


“Disability” shall
have the meaning set forth in the Employment Agreement. 


 


“Grant Notice” means
the Notice of Restricted Stock Award accompanying these Award Terms.


 


“Plan” means the
Activision, Inc. 2003 Incentive Plan, as amended from time to time.


 


“Restricted Shares” means
shares of Common Stock subject to the Award which are subject to the
Restrictions. This amount shall include any additional shares of Common Stock


 


A-1





















 


resulting from the
investment of dividends declared on existing Restricted Shares pursuant to Section 6
hereof and additional or different securities issued as a result of any
adjustment pursuant to Section 10 hereof.


 


“Restrictions” means the restrictions set forth in Section 3
hereof which are imposed on shares of Common Stock subject to this Agreement
prior to vesting.


 


“Vested
Shares” means
the shares of Common Stock subject to this Agreement which have become vested
pursuant to Section 4 or 5 hereof and are, therefore, no longer subject to
the Restrictions.


 


2.             Grant of Restricted Stock.
Pursuant to action of the Board and in accordance with the Employment
Agreement, the Company hereby awards to Grantee the number of shares of Common
Stock as set forth on the Grant Notice.


 


3.             Restrictions. From the Date
of Grant until the date Grantee obtains a vested right to shares of Common
Stock subject to this Award pursuant to Section 4, 5 or 10 hereof, neither
the shares of Common Stock subject to this Award (including any additional
shares resulting from the reinvestment of dividends declared on the original
shares awarded or an adjustment of the original shares pursuant to Section 10
hereof) nor any right or privilege pertaining thereto may be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed or encumbered in any
way, otherwise than by transfer to a trust in accordance with Section 15
hereof, and shall not be subject to execution, attachment or similar process
(collectively, the “Restrictions”). Any attempt to sell, transfer, assign,
pledge, hypothecate or otherwise dispose of or encumber the Restricted Shares
or any right or privilege pertaining thereto, otherwise than by transfer to a
trust pursuant to Section 16 hereof, shall be null and void and of no
force and effect. Upon the lapse of the Restrictions with respect to any shares
of Common Stock subject to this Award, Grantee shall obtain a vested right to such
shares of Common Stock.


 


4.             Vesting. Except as otherwise
provided in Section 5 or 10, on each Anniversary Date beginning with the
third Anniversary Date through and including the fifth Anniversary Date that Grantee
remains in continuous employment with the Company or any of its subsidiaries or
affiliates, the Restrictions shall lapse with respect to one-third of the
original number of Restricted Shares set forth on the Grant Notice, as adjusted
to account for additional shares of Common Stock resulting from dividend
reinvestment pursuant to Section 6 hereof or any adjustment pursuant to Section 9
hereof. Fractional shares shall be rounded up to the nearest whole share of
Common Stock (for which purpose one-half share shall be rounded up to the
nearest whole share of Common Stock). Upon termination of Grantee’s employment
with the Company and its subsidiaries and affiliates for any reason other than
death or Disability, whether by action of Grantee or the Company, any remaining
Restricted Shares which have not become vested in accordance with this Section 4
shall immediately be forfeited to the Company without payment of consideration
by the Company.


 


5.             Tax Withholding. Upon the
lapse of the Restrictions (or any such earlier time, if any, that an election
is made under Section 83(b) of the Code, or any successor provision
thereto, to include the value of such shares in taxable income), the Company
shall be entitled to withhold from Grantee’s compensation any required taxes,
including, but not limited to, Grantee’s social security and Medicare taxes and
federal, state and local income tax with respect to the income arising from the
lapse of the Restrictions. The Company shall have the right to require the
payment of any such


 


A-2





















 


taxes before delivering
the stock certificate with respect to the Vested Shares and the related stock
power held by the Company in accordance with Section 6 hereof.
Alternatively, in lieu of such withholding, Grantee shall be entitled to cover
all or any part of the taxes arising from the lapse of the Restrictions through
a reduction of the number of Vested Shares delivered to Grantee or a delivery,
or tender, to the Company of shares of Common Stock already held by Grantee, in
each case valued in the same manner as used in computing withholding taxes
under the applicable laws. Additionally, to the extent it is determined by a
regulatory agency or a court of competent jurisdiction that shares of Common
Stock which would otherwise be considered Restricted Shares pursuant to the
terms of the Award nevertheless result in current federal or state taxation, (i) all
Restrictions as to such shares shall immediately lapse, (ii) such shares
shall immediately become Vested Shares and (iii) Grantee shall be entitled
to cover all or any part of the taxes through a reduction of such Restricted
Shares resulting in the taxable event.


 


6.             Custody, Voting and Dividends.
Restricted Shares shall be held in certificated form by the Company or its
agent for Grantee’s account, with appropriate notation of the Restrictions made
in the Company’s records and on the certificate for the Restricted Shares,
Additionally, the grant of Restricted Shares is conditioned upon Grantee’s
endorsement in blank of the irrevocable stock power attached to the Grant
Notice as Exhibit B. The irrevocable stock power must be endorsed and
returned to the General Counsel within sixty (60) days from the Date of Grant.
Failure to do so within the prescribed time period will result in an immediate
forfeiture of the Restricted Shares. At the option of the Grantee, any
dividends declared on Restricted Shares shall be reinvested in additional
shares of Common Stock (in accordance with such methods or procedures as shall
be established from time to time by the Committee), which shall vest
concurrently with the Restricted Shares, or shall be paid to the Grantee
concurrently with the payment of such dividends to all other record holders of
Common Stock. To the extent the Restricted Shares have not been forfeited, Grantee
shall be entitled to voting privileges associated with the Restricted Shares.


 


7.             Lapse of Restrictions. If,
and when, the Restrictions lapse, the Company shall distribute certificates for
such Vested Shares to the Grantee, which will not bear any restrictive legend
other than such legends as may be required pursuant to applicable securities or
blue sky laws. Additionally, the Company will deliver to Grantee no later than
thirty (30) days following the lapse of such Restrictions the related
irrevocable stock power held by the Company pursuant to Section 6 hereof.


 


8.             Committee Discretion. The
Committee shall have plenary authority to (a) interpret any provision of
these Award Terms, (b) make any determinations necessary or advisable for
the administration of the Award, and (c) waive any conditions or rights
under the Award, or amend, alter, accelerate, suspend, discontinue or terminate
the Award; provided, however, that, except as provided in Section 9
hereof, without the consent of Grantee, no such amendment, alteration, suspension,
discontinuation or termination of this Award may impair the rights of Grantee
with the Award or modify the Award in any way materially inconsistent with the
terms of Employment Agreement.


 


9.             Adjustments. Notwithstanding
anything to the contrary herein, in the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash,
shares or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or
share exchange, or other similar corporate transaction or event, affects the
Restricted Shares such that an adjustment is determined by the


 


A-3





















 


Committee to be
appropriate in order to prevent dilution or enlargement of the rights of
Grantee under this Award, then the Committee shall, in such manner as it may
deem equitable, make any adjustments to the Award it deems appropriate. In
addition, the Committee is authorized to make such adjustments as it deems
appropriate in the terms and conditions of, and the criteria included in, the
Award in recognition of unusual or nonrecurring events (including, without
limitation, events described in the preceding sentence) affecting the Company
or any subsidiary or affiliate or the financial statements of the Company or any
subsidiary or affiliate, or in response to changes in applicable laws,
regulations or accounting principles.


 


10.           Postponement; Registration.
The Company may postpone the issuance and delivery of Restricted Shares until (a) the
admission of such Restricted Shares to listing on any stock exchange or
exchanges on which Common Stock of the Company are then listed and (b) the
completion of such registration or other qualification of such Restricted
Shares under any state or federal law, rule or regulation as the Company
shall determine to be necessary or advisable. The Grantee shall make such
representations and furnish such information as may, in the opinion of counsel
for the Company, be appropriate to permit the Company, in light of the then
existence or non-existence with respect to such Restricted Shares of an
effective Registration Statement under the Securities Act of 1933, as amended,
to issue the Restricted Shares in compliance with the provisions of that or any
comparable act. The Company shall have the right to register the Restricted
Shares on a Form S-8 or S-3 to facilitate their resale by the Grantee.


 


11.           Beneficiary Designations.
Grantee shall file with the Executive Vice President of Human Resources on the
form attached to the Grant Notice as Exhibit C,
or such other form as may be prescribed by the Company, a designation of a
primary beneficiary(ies) and a contingent beneficiary(ies) to whom shares of
Common Stock otherwise due to Grantee pursuant to the terms hereof shall be
distributed in the event of the death of Grantee prior to distribution. Grantee
shall have the right to change the beneficiary from time to time; provided,
however, that any change shall not become effective until received in writing
by the secretary of the Company or its designee. If any designated beneficiary
survives Grantee but dies before receiving all of Grantee’s benefits hereunder
to which he or she is entitled, any remaining benefits due Grantee to which the
deceased beneficiary is entitled shall be distributed to the deceased
beneficiary’s estate. If there is no effective beneficiary designation on file
at the time of Grantee’s death, or if the designated primary beneficiary(ies)
and contingent beneficiary(ies) predecease Grantee, the payment of benefits
shall be made to Grantee’s estate.


 


12.           Legend. The Company may cause
the following or a similar legend to be set forth on each certificate
representing Restricted Shares or any other security issued unless counsel for
the Company is of the opinion as to any such certificate that such legend is
unnecessary:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE 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, THE AVAILABILITY OF WHICH IS
ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.


 


A-4





















 


13.           No Right to Continued Employment.
Nothing in these Award Terms shall be deemed to create any limitation or
restriction on such rights as the Company otherwise would have to terminate the
employment of Grantee at any time for any reason.


 


14.           Governing Law. To the extent
federal law does not otherwise control, the validity, interpretation,
performance and enforcement of this Award shall be governed by the laws of the
State of California, without giving effect to principles of conflicts of laws
thereof.


 


15.           Successors and Assigns. The
provisions of this Award 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 legal representative. Grantee may transfer Restricted Shares to the
trustee of a trust only to the extent approved in advance by the Committee (or
its designee), in its sole discretion, and the Restricted Shares are held by
such trustee subject to all the terms and conditions set forth in this Award.
Furthermore, as a condition to transfer, the Committee (or its designee) shall
have the authority to require the trustee to execute any documentation deemed
appropriate by the Committee (or its designee) to ensure the Restricted Shares
will continue to be subject to the terms and conditions set forth in this Award.


 


A-5





















 


EXHIBIT B


 


IRREVOCABLE
STOCK POWER


 


FOR VALUE
RECEIVED, and pursuant to the Restricted Stock Award dated as of                    (the
“Award”), the undersigned does hereby sell, assign, transfer and convey to


 


Activision, Inc.(the
“Company”)                    
shares of Activision, Inc. common stock, $0.000001 par value, represented
by Certificate(s) No.                    
, and hereby irrevocably constitutes and appoints                     
to transfer said stock on the books of the


Company, with full power
of substitution in the premises.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Name

  	
   

  	
  Middle Name

  	
   

  	
  Last Name

  	
   

  	
  Date

  



 


Instructions: Please do not fill in any blanks
other than the signature line. The purpose of this irrevocable stock power is
to enable the Company to exercise full ownership and control over the
restricted stock subject to the Award in the event of forfeiture.


 


B-1





















 


EXHIBIT C


 


ACTIVISION, INC.



Restricted Stock Award dated as of                       ,
20         


 


Designation
of Beneficiary


 


I,
                                                            
(“Grantee”), hereby designate


 


PRIMARY
                                                            



 


	
  (Print Beneficiary’s
  Name)

  	
   

  	
  Last

  	
   

  	
  First

  	
   

  	
  Middle Initial

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Beneficiary’s
  Address

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRIMARY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Print Beneficiary’s
  Name)

  	
   

  	
  Last

  	
   

  	
  First

  	
   

  	
  Middle Initial

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Beneficiary’s
  Address

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Relationship

  



 


as my primary
beneficiary(ies) for purposes of the above-referenced award (“Award”). In the
event of my death prior to the distribution of all shares of Common Stock
otherwise due to me pursuant to the Award, such primary beneficiary(ies) shall
receive the remaining amount in equal shares. If none of the above-named
primary beneficiary(ies) survive me, the remaining amount of shares of Common
Stock shall be distributed in equal shares to those then living of the
following person(s):


 


SECONDARY


 


	
  (Print Beneficiary’s
  Name)

  	
   

  	
  Last

  	
   

  	
  First

  	
   

  	
  Middle Initial

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Beneficiary’s
  Address

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECONDARY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Print Beneficiary’s
  Name)

  	
   

  	
  Last

  	
   

  	
  First

  	
   

  	
  Middle Initial

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Beneficiary’s
  Address

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Relationship

  



 


It is understood that
this Designation of Beneficiary is made pursuant to the Award and is subject to
the conditions stated therein. It is further understood that all prior
designations of beneficiary under the Award are hereby revoked and that this
Designation of Beneficiary may only be revoked in writing, signed by Grantee
and filed with the Company prior to Grantee’s death.


 


	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Grantee

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND ACCEPTED BY
  THE COMPANY:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  Signature of Company
  Representative

  



 


C-1