Exhibit 10.20


ACTIVISION, INC.


AMENDED
AND RESTATED 2003 INCENTIVE PLAN


NOTICE
OF RESTRICTED SHARE AWARD


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


	
  ·      Your name:

  	
  [

  	
   

  	
  ]

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ·      Total number of Restricted Shares
  awarded:

  	
  [

  	
   

  	
  ]

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ·      Date of Grant:

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	 

	
  ·      Grant ID:

  	
  [

  	
   

  	
  ]

  	 

														



 


·                  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 2003 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.]


·                  Certain terms of
your Award:


·                  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

  	
   

  
	
  First
  anniversary of Date of Grant

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  
	
  Second
  anniversary of Date of Grant

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  
	
  Third
  anniversary of Date of Grant

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  
	
  [Fourth
  anniversary of Date of Grant]

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  
	
  [Fifth anniversary of
  Date of Grant]

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  



 













·                  To accept your Award of Restricted
Shares, you must 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
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 at:


Activision, 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,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
					



 


ACCEPTED
AND AGREED:


	
  

  	
   

  	
   

  	
   

  
	
  [Name of Grantee]

  
	
   

  
	
  Date:

  	
   

  	
   

  
					



 



 2















EXHIBIT
A


ACTIVISION,
INC.


AMENDED
AND RESTATED 2003 INCENTIVE PLAN


RESTRICTED
SHARE AWARD TERMS

(NON-OFFICER FORM)


1.             Definitions.


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


“Additional Shares” means any
additional shares of Common Stock or other securities 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.


“Award Terms” means these
Restricted Share Award Terms.


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


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


“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 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 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 Activision,
Inc. Amended and Restated 2003 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 Fair Market Value per share of Common Stock 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 Stock 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 13 hereof, or (3) the arithmetic average of
the per share closing sales prices of Common Stock 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 14(a) hereof and, if appropriate, a notation regarding
securities law restrictions as set forth in Section 14(b) hereof.


“Restricted Shares” means shares
of Common Stock or other securities 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.


“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.


“Vested Shares” means shares of
Common Stock or other securities subject to the Award (including any Additional
Shares) as to which the Restrictions have lapsed in accordance with Section 3
or 4 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.             Restrictions. 
None of the shares of Common Stock or other securities 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 shares of
Common Stock or other securities, 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.  Unless the Committee  decides otherwise, in the event that
Grantee’s employment is terminated for any reason prior to the lapse of the
Restrictions, 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.  Grantee shall be entitled to satisfy any
Withholding Taxes contemplated by this Section 5 (a) by delivery to the Company
of a certified check or bank check or wire transfer of immediately available
funds; (b) with the Company’s consent, through the delivery of irrevocable written
instructions, in 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) with the Company’s consent, 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.



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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 Stock.


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 14(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 14(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, or amend, alter, accelerate,
suspend, discontinue or terminate the Award, the Grant Notice or these Award
Terms; provided, however, that, except as provided in Section 10
or 11 hereof, without the consent of Grantee, no such amendment, alteration,
suspension, discontinuation or termination of the Award, the Grant Notice or
these Award Terms may materially and adversely affect the rights or obligations
of Grantee in respect of the Award, taken as a whole.  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.  By accepting and agreeing to the Award,
Grantee consents to any such amendment, alteration, suspension, discontinuation
or termination of the Award, the Grant Notice or these Award Terms that
(i) is effected in accordance with Section 10 or 11 hereof or
(ii) does not materially and adversely affect the rights or obligations of
Grantee in respect of the Award, taken as a whole.


10.           Adjustments.  Notwithstanding anything to the contrary
contained herein, to prevent the dilution or enlargement of benefits or
potential benefits intended to be made available under the Plan, in the event
of any corporate transaction or event such as a stock dividend, extraordinary
dividend or other similar distribution (whether in the form of cash, shares of
Common Stock, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of shares of Common Stock or
other securities, the issuance of warrants or other rights to purchase shares
of Common Stock or other securities, or other similar corporate transaction or
event affecting shares of Common Stock, then the Award shall be adjusted in
accordance with Section 7.6 of the Plan. 
In addition, the Committee is authorized to make such adjustments as it
deems appropriate in the terms and conditions of, and the criteria included in,
the Award in recognition of unusual or nonrecurring events (including, without
limitation, events described in



 4
 









the preceding
sentence) affecting the Company or any of its subsidiaries or affiliates or the
financial statements of the Company or any of its subsidiaries or affiliates,
or in response to changes in applicable laws, regulations or accounting principles.  It is intended that the Award will not be
subject to any adverse consequences under Section 409A of the Code; however,
the Committee is authorized to make such adjustments as it deems appropriate to
the terms and conditions of the Award in order to prevent the Award from
becoming subject to any adverse consequences under Section 409A of the
Code.  Any Additional Shares issued in
connection with an adjustment pursuant to this Section 10 shall be subject to
the same Restrictions, and provisions with respect to the lapse thereof, as the
Restricted Shares in respect of which such Additional Shares were issued.


11.           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 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 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.



 5
 









12.           Transferability.  Notwithstanding the Restrictions, with the
Committee’s consent, Grantee may transfer Restricted Shares to any one or more
of the following persons:  (a) the
spouse, parent, issue, spouse of issue, or issue of spouse (with “issue”
including all descendants, whether natural or adopted) of Grantee; (b) a
trust for the benefit of one or more persons described in clause (a) above
or for the benefit of Grantee; or (c) an entity in which Grantee or one or
more of the persons described in clause (a) or (b) above is a beneficial owner;
provided, however, that such Restricted Shares shall remain
subject to the Restrictions in the hands of the transferee and that such
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.


13.           Employment Violation.  The terms of this Section 13 shall apply
to the Restricted Shares if Grantee is or becomes subject to an employment
agreement with the Company or any of its subsidiaries or affiliates.  In the event of an Employment Violation, the
Company shall have the right to require (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.


14.           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 SHARES OF COMMON STOCK
REPRESENTED HEREBY, WHETHER VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, IS
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE ACTIVISION,
INC. AMENDED AND RESTATED 2003 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, 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:



 6
 









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


15.           No Right to Continued Employment.  Nothing contained in the Grant Notice or
these Award Terms shall be construed to confer upon 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.


16.           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.


17.           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 California, without giving effect to principles of conflicts of laws
thereof.


18.           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 12 hereof and  Grantee’s estate or beneficiary(ies) as determined by will or
the laws of descent and distribution.


19.           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 any employment agreement or offer
letter between Grantee and the Company or any of its subsidiaries or affiliates
in effect from time to time, 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.


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



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EXHIBIT
B


ACTIVISION,
INC.


AMENDED
AND RESTATED 2003 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:

[_______] shares of
Common Stock, par value $0.000001 per share, of Activision, Inc., a Delaware
corporation (the “Company”).


3.             Date of transfer; taxable year:  The date on which property was transferred is
[____________].  The taxable year to which this election
relates is calendar year [______].


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

  	
   

  	
  Number of Shares

  	
   

  
	
  Restrictions Lapse

  	
   

  	
  as to which Restrictions Lapse

  	
   

  
	
  First anniversary of
  Date of Grant

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  
	
  Second anniversary of
  Date of Grant

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  
	
  Third anniversary of
  Date of Grant

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  
	
  [Fourth anniversary of Date of
  Grant]

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  
	
  [Fifth anniversary of Date of Grant]

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  



 


Unless the Company decides otherwise, in the event
that Taxpayer’s employment is terminated for any 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

  



 



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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.



 3