Exhibit 10.4


 


AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


NOTICE OF PERFORMANCE SHARE AWARD


 


 


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


 


·                  Your name:  Thomas
Tippl


 


·                  Total number of Performance
Shares awarded:  80,000


 


·                  Date of
Grant:  May 11,
2009


 


·                  Grant ID:  08001709


 


·                  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


 


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


 


·                  Your Award of Performance
Shares 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 Lapse of Restrictions:  Except as otherwise provided under the Award
Terms, the Restrictions on the Performance Shares awarded to you will lapse in
their entirety on February 15, 2010 if the non-GAAP earnings per share of
the Company for the year ended December 31, 2009, as reported as such in
the press release issued by the Company for that period, is greater than or
equal to $0.68, provided you remain continuously employed by the Company or one
of its subsidiaries or affiliates through such date.


 


·                  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.


 

















 


·                  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 all items to be
returned to the Company 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:

  	
  May 15,
  2009

  



 


 


	
  ACCEPTED
  AND AGREED:

  	
   

  
	
   

  	
   

  
	
  /s/ Thomas Tippl

  	
   

  
	
  Thomas Tippl

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  May 15, 2009

  	
   

  
			



 


2

















 


EXHIBIT A


 


AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


RESTRICTED 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 10 hereof.


 


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


 


“Common Shares” means the shares
of common stock, par value $0.000001 per share, of the Company or any security
into which such Common Shares may be changed by reason of any transaction or
event of the type referred to in Section 10 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 Agreement”
means the employment agreement between the Holder and the Company Group, dated
as of September 9, 2005, as amended from time to time.


 


“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 Performance Share 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.


 


“Performance Shares” means
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 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 lapses of the Restrictions 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 the Restrictions lapsed with respect to such Vested Shares, (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 14 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 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 409A” means Section 409A
of the Code and the guidance and regulations promulgated thereunder.


 


“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.


 


A-2

















 


“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 subject to the Award (including any Additional Shares) as to which the
Restrictions have lapsed in accordance with Section 3 or 4 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.             Restrictions.  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 Section 3 or 4
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 Section 3 or 4 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 “Schedule for Lapse of Restrictions” set forth on the Grant Notice.


 


4.             Termination
of Employment.  In the event that
Grantee’s employment is terminated for any reason prior to February 15,
2010, as of the date of such termination of employment the Restrictions shall
cease to lapse and all Performance Shares shall immediately be forfeited to the
Company without payment of consideration by the Company.


 


5.             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.  The Company shall determine
the method or methods Grantee 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) 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 herein, (i) the Company or any of its subsidiaries or affiliates
shall have the right to withhold from Grantee’s compensation any 


 


A-3

















 


Withholding
Taxes contemplated by this Section 5 and (ii) the Company shall have
no obligation to deliver any Vested Shares unless and until all Withholding
Taxes contemplated by this Section 5 have been satisfied.


 


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


 


7.             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.


 


8.             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 Grant Notice 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 16(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); 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.


 


9.             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 10 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.


 


10.           Adjustments.  Notwithstanding anything to the contrary
contained herein, pursuant to Section 13 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, 


 


A-4

















 


(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.


 


11.           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.


 


12.           Section 409A.  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
Grantee 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 Grantee, in the
manner that the Committee may reasonably and in good faith determine to be
necessary or advisable to avoid the imposition of such taxes, interest or
penalties; provided, however, that this Section 12 does not
create an obligation on the part of the Committee or the Company to make any
such modification.


 


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 


 


A-5

















 


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 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 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.


 


15.           Employment
Violation.  In the event of an
Employment Violation, the Company shall have the right to require (a) the
forfeiture by Grantee to the Company of any Performance Shares and (b) 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 Performance
Shares 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.


 


16.           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 


 


A-6

















 


FORTH IN THE
AMENDED AND RESTATED ACTIVISION BLIZZARD, INC. 2008 INCENTIVE PLAN (THE “PLAN”),
AND IN THE ASSOCIATED NOTICE OF RESTRICTED SHARE AWARD, INCLUDING THE
RESTRICTED 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.”


 


17.           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.


 


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 14 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 


 


A-7

















 


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 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.


 


22.           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.


 


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.


 


A-8

















 


EXHIBIT B


 


AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008 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: 80,000 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
May 11, 2009.  The taxable year to which this election
relates is calendar year 2009.


 


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 described
below, the restrictions on the property will lapse in their entirety on February 15,
2010 if the non-GAAP earnings per share of the Company for the year ended December 31,
2009, as reported as such in the press release issued by the Company for that
period, is greater than or equal to $0.68. 
In the event that Taxpayer’s employment is terminated for cause and, unless
the Company decides otherwise, in the event that Taxpayer’s employment is
terminated for any other reason, as of the date of such termination of
employment the restrictions will cease to lapse and all restricted property
will immediately be forfeited to the Company without payment of consideration
by 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

  



 


B-2

















 


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.


 


B-3