Exhibit 10.21


ACTIVISION, INC.


AMENDED
AND RESTATED 2003 INCENTIVE PLAN


NOTICE
OF RESTRICTED SHARE UNIT AWARD


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


	
  ·  

  	
  Your name: 

  	
  [

  	
   

  	
  ]

  	
   

  
	
   

  	
   

  	
   

  
	
  ·  

  	
  Total number of Restricted Share Units awarded:

  	
  [

  	
   

  	
  ]

  	
   

  
	
   

  	
   

  	
   

  
	
  ·  

  	
  Date of Grant: 

  	
  [

  	
   

  	
  ]

  	
   

  
	
   

  	
   

  	
   

  
	
  ·  

  	
  Grant ID: 

  	
  [

  	
   

  	
  ]

  	
   

  
												



 


·      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 2003 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 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 Vesting:  Except as otherwise provided under the Award
Terms, the Restricted Share Units awarded to you will vest as follows, provided
you remain continuously employed by the Company or one of its subsidiaries or
affiliates through each such date:


	
  Schedule for Vesting

  
	
  Date of
  Vesting

  	
   

  	
  No. of Restricted 

  Share Units Vesting at 

  Vesting Date

  	
   

  	
  Cumulative No. of 

  Restricted Share Units 

  Vested at Vesting Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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
Share Units, you must 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, 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, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  
	
  ACCEPTED AND AGREED:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  [Name of Grantee]

  
	
   

  
	
  Date:

  	
   

  	
   

  
							



 



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EXHIBIT
A


ACTIVISION,
INC.


AMENDED
AND RESTATED 2003 INCENTIVE PLAN


RESTRICTED
SHARE UNIT AWARD TERMS

(NON-OFFICER FORM)


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.


“Award Terms” means these
Restricted Share Unit 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 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 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 vesting of Restricted Share Units
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 such Vested Shares vested, (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 12
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 Share Units” means
units subject to the Award, which represent the conditional right to receive
shares of Common Stock or other securities 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.


“Vested Shares” means shares of
Common Stock or other securities to which the holder of Restricted Stock Units
becomes entitled upon vesting thereof in accordance with Section 2 or 3
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.             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 share of Common Stock (subject to adjustment
pursuant to Section 9 hereof).


3.             Termination of
Employment.  Unless the Committee
decides otherwise, in the event that Grantee’s employment is terminated for any
reason prior to the vesting of all Restricted Share Units, as of the date of
such termination of employment all Restricted Share 



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Units shall cease
to vest and 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.  Grantee shall be entitled to
satisfy any Withholding Taxes contemplated by this Section 4 by delivery to the
Company of:  (a) a certified check or
bank check or wire transfer of immediately available funds; (b) 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 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 shares of Common Stock or other securities 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 shares of Common Stock or other
securities to which the holder of the Restricted Stock 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
Stock Units had vested, and the shares of Common Stock or other securities 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.


7.             Receipt and
Delivery.  As soon as practicable
(and, in any event, within 30 days) after any Restricted Stock 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 subject to a legend
as set forth in Section 13 hereof, the Company shall instead cause a
certificate evidencing such Vested Shares and bearing such legend to be
delivered to the person entitled thereto. 
Notwithstanding the foregoing, if the Committee determines in good faith
that any such issuance, transfer or delivery of Vested Shares to Grantee or his
estate or beneficiaries hereunder does not qualify for the “short-term deferral
exception” or otherwise would constitute a “deferral of compensation” under
Section 409A of the Code and Grantee is a “specified employee” (as defined
in Section 409A of the Code), the Company shall cause the issuance,
transfer or delivery of such Vested Shares to Grantee (or Grantee’s estate or
beneficiary) upon the earlier of (a) the date that 



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is six months
after the date of Grantee’s “separation from service” (as defined in Section
409A of the Code) with the Company or (b) Grantee’s death.


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, 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 9 or 10 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 9 or 10 hereof or
(ii) does not materially and adversely affect the rights or obligations of
Grantee in respect of the Award, taken as a whole.


9.             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 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.


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 



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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 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 Committee’s consent, Grantee may
transfer Restricted Share Units 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 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.


12.           Employment Violation.  The terms of this Section 13 shall apply
to the Restricted Share Units 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 (i) the forfeiture by Grantee to the Company
of any Restricted Share Units 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.           Legends.  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.”


14.           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.


15.           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.


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 11 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 



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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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