Exhibit 10.4


 


AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


NOTICE OF RESTRICTED SHARE UNIT AWARD


 


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


 


·      Your name:  Ann E. Weiser


 


·      Total number of Restricted Share Units
awarded:  100,000


 


·      Date of Grant:  March 4,
2010


 


·      Grant ID: 
08003618


 


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


 


·      this Notice of Restricted Share Unit Award;


 


·      the Restricted Share Unit Award Terms attached hereto
as Exhibit A (the “Award Terms”); and


 


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


 


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


 


·      Except as otherwise provided under the
Award Terms, the Restricted Share Units awarded to you will vest in full on August
31, 2012, 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 Restricted Share Unit Award,
which bears an original signature on behalf of the Company.  You are urged to do so promptly.


 


·      Please
return the signed Notice of Restricted Share Unit Award to the Company at:


 


	
   

  	
  Activision
  Blizzard, Inc.

  
	
   

  	
  3100 Ocean Park
  Boulevard

  
	
   

  	
  Santa Monica, CA 90405

  
	
   

  	
  Attn: Stock Plan Administration

  



 

















 


You
should retain the enclosed duplicate copy of this Notice of Restricted Share
Unit Award for your records.


 


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


 


	
   

  	
  ACTIVISION
  BLIZZARD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Chris B. Walther

  
	
   

  	
  Chris B. Walther

  
	
   

  	
  Chief Legal Officer

  
	
   

  	
   

  
	
   

  	
  Date: 

  	
  03/19/10

  



 


 


	
  ACCEPTED
  AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ann E. Weiser

  	
   

  	
   

  
	
  Ann
  E. Weiser

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
  03/13/10

  	
   

  	
   

  
				



 


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EXHIBIT A


 


AMENDED AND RESTATED ACTIVISION BLIZZARD, INC.


 


2008 INCENTIVE PLAN


 


RESTRICTED SHARE UNIT AWARD TERMS


 


1.             Definitions.


 


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


 


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


 


“Cause” 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
9 hereof.


 


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


 


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


 


“Company-Sponsored Equity Account” means an account that is created with
the Equity Account Administrator in connection with the administration of the
Company’s equity plans and programs, including the Plan.


 


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


 


“Employment Agreement” means the employment agreement between
Grantee and the Company Group, date as of September 12, 2007, as amended from
time to time.


 


“Employment Violation” means any material breach by Grantee of
the Employment Agreement for so long as the terms thereof 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.


 


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


 

















 


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


 


“Grant Notice” means the Notice of Restricted Share Unit Award to
which these Award Terms are attached as Exhibit A.


 


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


 


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


 


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


 


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


 


(ii)           if Grantee has received any Vested Shares
during such Look-back Period and not sold such Vested Shares, an amount equal
to the product of (A) the greatest of the following: (1) the Market Value
per Share of Common Shares on the date such Vested Shares were issued or
transferred to Grantee, (2) the arithmetic average of the per share closing
sales prices of Common Shares as reported on NASDAQ for the 30 trading day
period ending on the trading day immediately preceding the date of the Company’s
written notice of its exercise of its rights under Section 12 hereof, or (3) the
arithmetic average of the per share closing sales prices of Common Shares as
reported on NASDAQ for the 30 trading day period ending on the trading day
immediately preceding the date of computation, times (B) the number of such
Vested Shares which were not sold.


 


“Restricted Share Units” means units subject to the Award, which
represent the conditional right to receive Common Shares in accordance with the
Grant Notice and these Award Terms, unless and until such units become vested
or are forfeited to the Company in accordance with the Grant Notice and these
Award Terms.


 


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


 


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


 


“Vested Shares” means Common Shares to which the holder of the
Restricted Share Units becomes entitled upon vesting thereof in accordance with
Section 2 or 3 hereof.


 


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


 


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


 


2.             Vesting.  Except as
otherwise set forth in these Award Terms, the Restricted Share Units shall vest
in accordance with the “Schedule for Vesting” set forth on the Grant Notice.  Each Restricted Share Unit, upon vesting
thereof, shall entitle the holder thereof to receive one Common Share (subject
to adjustment pursuant to Section 9 hereof).


 


3.             Termination of Employment.


 


(a)           For Cause or Without Good Reason. 
In the event that Grantee’s employment is terminated for Cause or by
Grantee in breach of Section 10(a) of the Employment Agreement, as of the date
of such termination of employment any Restricted Share Units shall cease to
vest and any outstanding Restricted Share Units and Vested Shares that have yet
to settle pursuant to Section 7 hereof shall immediately be forfeited to the
Company without payment of consideration by the Company.


 


(b)           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 for Good Reason, the
Restricted Share Units, if any, that would have ultimately vested in accordance
with the “Schedule for Vesting” set forth on the Grant Notice if Grantee’s
employment had continued for twelve (12) months after the termination date
shall vest as of the 60th day following the termination date; provided,
however, that if the waiver and release executed by Grantee in
accordance with the Employment Agreement does not become effective and
irrevocable in its entirety in accordance with the Employment Agreement, with
the exception of any Vested Shares that have yet to settle pursuant to Section 7
hereof, the Restricted Share Units shall cease to vest as of the termination
date and shall be forfeited to the Company without payment of consideration by
the Company as of the 60th day following the termination date.  To the extent not vested as of the
termination date, with the exception of any Vested Shares that have yet to
settle pursuant to Section 7 hereof or any Restricted Share Units capable of
vesting in accordance with this Section 3(b), the Restricted Share Units shall
immediately be forfeited to the Company without payment of consideration by the
Company


 


(c)           Death.  In the event
that Grantee dies while employed by the Company or any of its subsidiaries or
affiliates, the Restricted Share Units, if any, that would have ultimately
vested in accordance with the “Schedule for Vesting” set forth on the Grant Notice
if Grantee’s employment had continued for twelve (12) months after the date of
Grantee’s death shall immediately vest. 
To the extent not vested as of the date of Grantee’s death (whether in
accordance with this Section 3(c) or otherwise), with the exception of any
Vested Shares that have yet to settle pursuant to Section 7 hereof, the
Restricted Share Units shall immediately be forfeited to the Company without
payment of consideration by the Company.


 


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(d)           Other.  Unless the
Committee determines otherwise, in the event that Grantee’s employment is
terminated for any reason not addressed by Section 3(a), 3(b) or 3(c), as
of the date of such termination of employment any Restricted Share Units shall
cease to vest and, with the exception of any Vested Shares that have yet to
settle pursuant to Section 7 hereof, shall immediately be forfeited to the
Company without payment of consideration by the Company.


 


4.             Tax Withholding.  The Company
shall have the right to require Grantee to satisfy any Withholding Taxes
resulting from the vesting of any Restricted Share Units, the issuance or
transfer of any Vested Shares or otherwise in connection with the Award at the
time such Withholding Taxes become due. 
The Company shall determine the method or methods Grantee may use to
satisfy any Withholding Taxes contemplated by this Section 4, which may
include any of the following:  (a) by
delivery to the Company of a bank check or certified check or wire transfer of
immediately available funds; (b) through the delivery of irrevocable
written instructions, in a form acceptable to the Company, that the Company
withhold Vested Shares otherwise then deliverable having a value equal to the
aggregate amount of the Withholding Taxes (valued in the same manner used in
computing the amount of such Withholding Taxes); or (c) by any combination of (a)
and (b) above.  Notwithstanding anything
to the contrary contained herein, (i) the Company or any of its subsidiaries or
affiliates shall have the right to withhold from Grantee’s compensation any
Withholding Taxes contemplated by this Section 4 and (ii) the Company shall
have no obligation to deliver any Vested Shares unless and until all
Withholding Taxes contemplated by this Section 4 have been satisfied.


 


5.             Reservation of Shares.  The Company
shall at all times reserve for issuance or delivery upon vesting of the
Restricted Share Units such number of Common Shares as shall be required for
issuance or delivery upon vesting thereof.


 


6.             Dividend Equivalents.  In the event
that any cash dividends are declared and paid on Common Shares to which the
holder of the Restricted Share Units would be entitled upon vesting thereof,
such holder shall be paid, on the payment date for such dividend, the amount
that such holder would have received if the Restricted Share Units had vested,
and the Common Shares to which such holder was thereupon entitled had been
issued and outstanding and held of record by such holder, as of the record date
for such dividend; provided, however, that no such dividend
equivalents shall be paid if the Restricted Share Units have been forfeited to
the Company in accordance with Section 3 hereof prior to payment
thereof.  Notwithstanding the foregoing,
in no event shall any such dividend equivalents be paid later than the 45th day following
the year in which the related dividends are paid.  For purposes of the time and form of payment
requirements of Section 409A, such dividend equivalents shall be treated
separately from the Restricted Share Units.


 


7.             Receipt and Delivery.  As soon as
administratively practicable (and, in any event, within 30 days) after any
Restricted Share Units vest, the Company shall (i) effect the issuance or
transfer of the resulting Vested Shares, (ii) cause the issuance or
transfer of such Vested Shares to be evidenced on the books and records of the
Company, and (iii) cause such Vested Shares to be delivered to a
Company-Sponsored Equity Account in the name of the person entitled to such
Vested Shares (or, with the Company’s consent, such other brokerage account as
may be requested by such person); provided, however, that, in the
event such Vested Shares are 


 


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subject to a legend as set forth in Section 15
hereof, the Company shall instead cause a certificate evidencing such Vested
Shares and bearing such legend to be delivered to the person entitled thereto


 


8.             Committee Discretion.  Except as may
otherwise be provided in the Plan, the Committee shall have sole discretion to (a)
interpret any provision of the Plan, the Grant Notice and these Award Terms, (b) make
any determinations necessary or advisable for the administration of the Plan
and the Award, and (c) waive any conditions or rights of the Company under
the Award, the Grant Notice or these Award Terms.  Without intending to limit the generality or
effect of the foregoing, any decision or determination to be made by the
Committee pursuant to these Award Terms, including whether to grant or withhold
any consent, shall be made by the Committee in its sole and absolute
discretion, subject only to the terms of the Plan.  Subject to the terms of the Plan, the
Committee may amend the terms of the Award prospectively or retroactively;
however, no such amendment may materially and adversely affect the rights of
Grantee taken as a whole without Grantee’s consent.  Without intending to limit the generality or
effect of the foregoing, the Committee may amend the terms of the Award (i) in
recognition of unusual or nonrecurring events (including, without limitation,
events described in Section 9 hereof) affecting the Company or any of its
subsidiaries or affiliates or the financial statements of the Company or any of
its subsidiaries or affiliates, (ii) in response to changes in applicable laws,
regulations or accounting principles and interpretations thereof, or (iii) to
prevent the Award from becoming subject to any adverse consequences under Section
409A.


 


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


 


10.           Registration and Listing. 
Notwithstanding anything to the contrary contained herein, the Company
shall not be obligated to issue or transfer any Restricted Share Units or
Vested Shares, and no Restricted Share Units or Vested Shares may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of or
encumbered in any way, unless such transaction is in compliance with (a) the
Securities Act of 1933, as amended, or any comparable federal securities law,
and all applicable state securities laws, (b) the requirements of any
securities exchange, securities association, market system or quotation system
on which securities of the Company of the same class as the securities subject
to the Award are then traded or quoted, (c) any restrictions on transfer
imposed by the Company’s certificate of incorporation or bylaws, and (d) any
policy or procedure the Company has adopted with respect to the trading of its
securities, in each case as in effect on the date of the intended
transaction.  The Company is 


 


5

















 


under no obligation to register, qualify or list, or
maintain the registration, qualification or listing of, Restricted Share Units
or Vested Shares with the SEC, any state securities commission or any
securities exchange, securities association, market system or quotation system
to effect such compliance.  Grantee shall
make such representations and furnish such information as may be appropriate to
permit the Company, in light of the then existence or non-existence of an
effective registration statement under the Securities Act of 1933, as amended,
relating to Restricted Share Units or Vested Shares, to issue or transfer Restricted
Share Units or Vested Shares in compliance with the provisions of that or any
comparable federal securities law and all applicable state securities
laws.  The Company shall have the right,
but not the obligation, to register the issuance or transfer of Restricted
Share Units or Vested Shares or resale of Restricted Share Units or Vested
Shares under the Securities Act of 1933, as amended, or any comparable federal
securities law or applicable state securities law.


 


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


 


12.           Employment Violation.  In the event
of an Employment Violation, the Company shall have the right to require (i) the
forfeiture by Grantee to the Company of any outstanding Restricted Share Units
or Vested Shares which have yet to settle pursuant to Section 7 hereof and (ii) payment
by Grantee to the Company of the Recapture Amount with respect to such
Employment Violation; provided, however, that, in lieu of payment
by Grantee to the Company of the Recapture Amount, Grantee, in his or her
discretion, may tender to the Company the Vested Shares acquired during the
Look-back Period with respect to such Employment Violation and Grantee shall
not be entitled to receive any consideration from the Company in exchange
therefor.  Any such forfeiture of
Restricted Share Units and payment of the Recapture Amount, as the case may be,
shall be in addition to, and not in lieu of, any other right or remedy
available to the Company arising out of or in connection with such Employment
Violation, including, without limitation, the right to terminate Grantee’s
employment if not already terminated and to seek injunctive relief and
additional monetary damages.


 


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


 


(a)           Grantee is responsible for complying with
(a) any federal, state and local taxation laws applicable to Grantee in
connection with the Award, (b) any federal and state securities laws
applicable to Grantee in connection with the Award, (c) the requirements of any
securities exchange, securities association, market system or quotation system
on which securities of the Company of the same class as the Shares are then
traded or quoted, (d) any restrictions on transfer imposed by the Company’s
certificate of incorporation or bylaws, and (e) any policy or procedure
the Company maintains or may adopt with respect to the trading of its
securities.


 


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


 


14.           Section 409A.


 


(a)           Payments contemplated with respect to the
Award are intended to comply with Section 409A, and all provisions of the
Plan, the Grant Notice and these Award Terms shall be construed and interpreted
in a manner consistent with the requirements for avoiding taxes or penalties
under Section 409A.  Notwithstanding
the foregoing, (i) nothing in the Plan, the Grant Notice and these Award
Terms shall guarantee that the Award is not subject to taxes or penalties under
Section 409A and (ii) if any provision of the Plan, the Grant Notice or these
Award Terms would, in the reasonable, good faith judgment of the Company,
result or likely result in the imposition on Grantee or any other person of
taxes, interest or penalties under Section 409A, the Committee may, in its
sole discretion, modify the terms of the Plan, the Grant Notice or these Award
Terms, without the consent of Grantee, in the manner that the Committee may
reasonably and in good faith determine to be necessary or advisable to avoid
the imposition of such taxes, interest or penalties; provided, however,
that this Section 14 does not create an obligation on the part of the Committee
or the Company to make any such modification.


 


(b)           Neither Grantee nor any of Grantee’s
creditors or beneficiaries shall have the right to subject any deferred
compensation (within the meaning of Section 409A) payable with respect to
the Award to any anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment. 
Except as permitted under Section 409A, any deferred compensation
(within the meaning of Section 409A) payable to Grantee or for Grantee’s
benefit with respect to the Award may not be reduced by, or offset against, any
amount owing by Grantee to the Company.


 


(c)           Notwithstanding anything to the contrary
contained herein, if (i) the Committee determines in good faith that the
Restricted Share Units do not qualify for the “short-term deferral exception”
under Section 409A, (ii) Grantee is a “specified employee” (as defined in Section
409A) and (iii) a delay in the issuance or transfer of Vested Shares to
Grantee or his or her estate or beneficiaries hereunder by reason of Grantee’s “separation
from service” (as defined in Section 409A) with the Company or any of its
subsidiaries or affiliates is required to avoid tax penalties under Section 409A
but is not already provided for by this Award, the Company shall cause the
issuance or transfer of such Vested Shares to Grantee or Grantee’s 


 


7

















 


estate or beneficiary upon the earlier of (A) the
date that is the first business day following the date that is six months after
the date of Grantee’s separation from service or (B) Grantee’s death.


 


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


 


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


 


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


 


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


 


18.           Severability.  In the event
that one or more of the provisions of these Award Terms shall be invalidated
for any reason by a court of competent jurisdiction, any provision so
invalidated shall be deemed to be separable from the other provisions hereof,
and the remaining provisions hereof shall continue to be valid and fully
enforceable.


 


19.           Governing Law.  To the extent
that federal law does not otherwise control, the validity, interpretation,
performance and enforcement of the Grant Notice and these Award Terms shall be
governed by the laws of the State of Delaware, without giving effect to
principles of conflicts of laws thereof.


 


20.           Successors and Assigns.  The
provisions of the Grant Notice and these Award Terms shall be binding upon and
inure to the benefit of the Company, its successors and assigns, and Grantee
and, to the extent applicable, Grantee’s permitted assigns under Section 11
hereof and Grantee’s estate or beneficiary(ies) as determined by will or the
laws of descent and distribution.


 


21.           Notices.  Any notice or
other document which Grantee or the Company may be required or permitted to deliver
to the other pursuant to or in connection with the Grant Notice or these Award
Terms shall be in writing, and may be delivered personally or by mail, postage
prepaid, or overnight courier, addressed as follows:  (a) if to the Company, at its office at 3100
Ocean Park Boulevard, Santa Monica, California 90405, Attn: Stock Plan
Administration, or 


 


8

















 


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


 


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