Exhibit
10.47


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: 
Brian Hodous


·                  Total number of Restricted Shares
awarded:  25,000


·                  Date of Grant:  November 3,
2006


·                  Grant ID: 
03001802


·                  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 accordance 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.


·                  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

  	
   

  	
  12,500

  	
   

  
	
  Second anniversary of Date of
  Grant

  	
   

  	
  12,500

  	
   

  



 













·                  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.


·                  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



 2
 









You
should retain the enclosed duplicate copy of this Notice of Restricted Share
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:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BRIAN
  HODOUS

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
			



 



 3















EXHIBIT A


ACTIVISION, INC.


AMENDED AND RESTATED 2003 INCENTIVE PLAN


RESTRICTED SHARE AWARD TERMS

(OFFICER FORM — NEW HIRE/CONTRACT RENEWAL GRANT)


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.


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


“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.


“Competitive Business” shall have the meaning set forth in the Employment Agreement.


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


“Disability” shall have the meaning set forth in, or
otherwise be determined in accordance with, the Employment Agreement.


“Employment
Agreement” means the
employment agreement between Grantee and the Company or one of its subsidiaries
or affiliates, as in effect 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.


“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 13(a) hereof
and, if appropriate, a notation regarding securities law restrictions as set
forth in Section 13(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.



 2
 









“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.


“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.


(a)           Cause.  In the event that Grantee’s
employment is terminated by the Company or any of its subsidiaries or
affiliates for Cause 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.


(b)           Without Cause.  In
the event that Grantee’s employment is terminated by the Company or any of its
subsidiaries or affiliates without Cause prior to the lapse of the
Restrictions, the Restrictions on the Restricted Shares shall continue to lapse
in accordance with the “Schedule for Lapse of Restrictions” set forth on the
Grant Notice as if Grantee’s employment had continued thereafter until the
second anniversary of the Date of Grant.


(c)           Death or Disability.  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 Grantee’s Disability, in each
case prior to the lapse of the Restrictions, the Restrictions on the Restricted
Shares shall continue to lapse in accordance with the “Schedule for Lapse of
Restrictions” set forth on the Grant Notice as if Grantee’s employment had
continued thereafter until the second anniversary of the Date of Grant.


(d)           Other.  Unless the Committee  decides 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 prior to the lapse of the Restrictions, as of the
date of such termination of employment the



 3
 









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 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 by delivery to the Company
of:  (a) cash, certified check or bank check
or wire transfer of immediately available funds; (b) with the Company’s consent,
Vested Shares otherwise then deliverable (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.


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



 4
 









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 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



 5
 









under the Securities Act of 1933, as amended, or any comparable federal
securities law or applicable state securities law.


12.           Limited
Transferability.  Notwithstanding the Restrictions or anything
else to the contrary contained herein, 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.


(a)           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 by him or
her 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.


(b)           Without limiting the
generality of Section 13(a) hereof and Section 8.8 of the Plan and
notwithstanding anything to contrary contained herein, to the extent the
Restrictions would otherwise continue to lapse following the termination of
Grantee’s employment, if Grantee becomes employed by a corporation or other
entity engaged in a Competitive Business or otherwise engages directly or
indirectly in a Competitive Business, whether or not in breach of the Employment
Agreement, as of the date on which such engagement commences the Restrictions
shall cease to lapse and all Restricted Shares shall immediately be forfeited
to the Company without payment of consideration by the Company.


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



 6
 









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:


“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 either 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 in the Employment Agreement or such other



 7
 









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 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.



 8