Exhibit 10.3


 


AMENDED
AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


NOTICE OF RESTRICTED SHARE AWARD


 


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


 


·                  Your name:  Thomas
Tippl


 


·                  Total number of Restricted Shares
awarded:  150,000


 


·                  Date of Grant:  May 11,
2009


 


·                  Grant ID: 
08001708


 


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


 


·                  this Notice of Restricted Share Award;


 


·                  the Restricted 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 Restricted 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 Restricted Shares awarded to you will lapse as
follows, provided you remain continuously employed by the Company or one of its
subsidiaries or affiliates through each such date:


 


	
  Schedule for Lapse of Restrictions

  	
   

  
	
  Date on which

  	
   

  	
  No. of Restricted Shares

  	
   

  
	
  Restrictions Lapse

  	
   

  	
  as to which Restrictions Lapse

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  February 15, 2010

  	
   

  	
  30,000

  	
   

  
	
  February 15, 2011

  	
   

  	
  30,000

  	
   

  
	
  February 15, 2012

  	
   

  	
  30,000

  	
   

  
	
  February 15, 2013

  	
   

  	
  30,000

  	
   

  
	
  February 15, 2014

  	
   

  	
  30,000

  	
   

  



 


·                  Please
sign and return to the Company this Notice of Restricted 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 Restricted
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 Restricted
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 Restricted Shares in connection with any adjustment pursuant to Section 10
hereof.


 


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


 


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


 


“Common Shares” means the shares of common stock, par value $0.000001
per share, of the Company or any security into which such Common Shares may be
changed by reason of any transaction or event of the type referred to in Section 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.


 


“Disability” shall have the meaning given to such term in, or
otherwise be determined in accordance with, the Employment Agreement.


 


“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 the
Employment Agreement for so long as the terms of the 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 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 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.


 


“Restricted 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.


 


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


 


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“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
Restricted Shares in taxable income for the calendar year in which the Award is
granted.


 


“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.


 


(a)                                  Cause.  In the event
that Grantee’s employment is terminated by the Company or any of its
subsidiaries or affiliates for Cause, the provisions of Section 9(f)(i) of
the Employment Agreement, the terms of which are incorporated by reference, mutatis mutandis, and shall apply to the Grant Notice and
these Award Terms with the same force and effect as if expressly set forth
therein or herein, shall govern the disposition of the Restricted Shares.


 


(b)                                 Without Cause or For Good Reason. 
In the event that Grantee’s employment is terminated by the Company or
any of its subsidiaries or affiliates without Cause or by Grantee pursuant to Section 9(b) of
the Employment Agreement, the provisions of Section 


 


A-3

















 


9(f)(ii) of the Employment Agreement, the terms
of which are incorporated by reference, mutatis mutandis,
shall apply to the Grant Notice and these Award Terms with the same force and
effect as if expressly set forth therein or herein, shall govern the
disposition of the Restricted Shares.


 


(c)                                  Death or Disability. Unless the Committee determines
otherwise, in the event that Grantee dies while employed by the Company or any
of its subsidiaries or affiliates or Grantee’s employment with the Company or
any of its subsidiaries or affiliates is terminated due to the Holder’s
Disability, the provisions of Section 9(f)(iii) of the Employment
Agreement, the terms of which are incorporated by reference, mutatis mutandis, shall apply to the Grant Notice and these
Award Terms with the same force and effect as if expressly set forth therein or
herein, shall govern the disposition of the Restricted Shares.


 


(d)                                 Other.  Unless the
Committee  determines otherwise, in
the event that Grantee’s employment is terminated for any reason not addressed
by Section 4(a), 4(b) or 4(c) hereof, as of the date of such
termination of employment the Restrictions shall cease to lapse and all
Restricted 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
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 Restricted Shares shall be entitled to the voting
privileges associated therewith.


 


7.                                       Dividends.  Any cash
dividends declared and paid on the Restricted 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.  Restricted Shares shall be evidenced by a
Restricted Book Entry in the name of the holder of the Restricted Shares.  Restricted 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 Restricted 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 


 


A-4

















 


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, (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


 


A-5

















 


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 Restricted Shares or Vested
Shares, and no Restricted Shares or Vested Shares may be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of or encumbered in
any way, unless such transaction is in compliance with (a) the Securities
Act of 1933, as amended, or any comparable federal securities law, and all
applicable state securities laws, (b) the requirements of any securities
exchange, securities association, market system or quotation system on which
securities of the Company of the same class as the securities subject to the
Award are then traded or quoted, (c) any restrictions on transfer imposed
by the Company’s certificate of incorporation or bylaws, and (d) any policy
or procedure the Company has adopted with respect to the trading of its
securities, in each case as in effect on the date of the intended
transaction.  The Company is under no
obligation to register, qualify or list, or maintain the registration, qualification
or listing of, Restricted 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 Restricted Shares or
Vested Shares, to issue or transfer Restricted 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 Restricted Shares or Vested Shares or resale of
Restricted Shares or Vested Shares under the Securities Act of 1933, as
amended, or any comparable federal securities law or applicable state
securities law.


 


A-6

















 


14.                                 Transferability. 
Notwithstanding the Restrictions, with the Company’s consent, Grantee
may transfer Restricted 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
Restricted 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 Restricted 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
Restricted Shares to bear a notation substantially as follows:


 


“THE SALE OR
TRANSFER OF THE SECURITIES REPRESENTED HEREBY, WHETHER VOLUNTARY, INVOLUNTARY
OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET
FORTH IN THE 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 Restricted 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 


 


A-7

















 


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 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:

150,000 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 as follows:


 


	
  Schedule for Lapse of Restrictions

  
	
  Date on which

  	
   

  	
  Date on which

  
	
  Restrictions Lapse

  	
   

  	
  Restrictions Lapse

  
	
  February 15, 2010

  	
   

  	
  February 15, 2010

  
	
  February 15, 2011

  	
   

  	
  February 15, 2011

  
	
  February 15, 2012

  	
   

  	
  February 15, 2012

  
	
  February 15, 2013

  	
   

  	
  February 15, 2013

  



 


In the
event that Taxpayer’s employment is terminated, the disposition of the
restricted property will be governed by the Taxpayer’s employment agreement
with the Company.


 

















 


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


 


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


 


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


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Taxpayer

  



 


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 Restricted 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