Exhibit
10.19


ACTIVISION, INC.


AMENDED AND RESTATED 2003
INCENTIVE PLAN


NOTICE OF SHARE OPTION AWARD

(NON-EMPLOYEE DIRECTOR FORM)


You have been awarded an
Option to purchase Shares of Common Stock of Activision, Inc. (the “Company”), as follows:


	
  ·      Your name:

  	
  [

  	
   

  	
  ]

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ·      Total number of Shares purchasable upon
  exercise of the Option awarded:

  	
  [

  	
   

  	
  ]

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ·      Exercise Price:  US $

  	
  [

  	
   

  	
  ]
  per Share

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ·      Date of Grant:

  	
  [

  	
   

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	 

	
  ·      Expiration Date:

  	
  [

  	
   

  	
  ]

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ·      Grant ID:

  	
  [

  	
   

  	
  ]

  	 

																			



 


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


·                  this Notice of
Share Option Award;


·                  the Share Option
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.


·                  Schedule for Vesting:  Except as otherwise provided under the Award
Terms, the Option awarded to you will vest and become exercisable as follows
provided you remain continuously serve as a member of the Board through each
such date:


Schedule
for Vesting


	
  Date of Vesting

  	
   

  	
  No. of Shares Vesting 

  at Vesting Date

  	
   

  	
  Cumulative No. of Shares 

  Vested at Vesting Date

  	
   

  
	
  First
  anniversary of Date of Grant

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  
	
  Second
  anniversary of Date of Grant

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  
	
  Third anniversary of
  Date of Grant

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  	
  [

  	
   

  	
  ]

  	
   

  



 


·                  The Option is
not intended to be an “incentive stock option,” as such term is defined in
Section 422 of the Code.












·                  To accept your Award of the Option,
you must sign and return to the Company this Notice of Share Option Award,
which bears an original signature on behalf of the Company. You are urged to do
so promptly.


·                  Please return the signed Notice of
Share Option 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 Share Option 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 Holder]

  



 



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EXHIBIT
A


ACTIVISION,
INC.


AMENDED
AND RESTATED 2003 INCENTIVE PLAN


SHARE
OPTION AWARD TERMS

(NON-EMPLOYEE DIRECTOR 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 Share
Option 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.


“Disability” means “permanent
and total disability” as defined in section 22(e)(3) of the Code, as
interpreted by the Company (with such interpretation to be final, conclusive
and binding 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.


“Exercise Price” means the
exercise price set forth on the Grant Notice.


“Expiration Date” means the
expiration date set forth on the Grant Notice.


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


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


“Option” means the
option to purchase shares of Common Stock awarded to the Holder on the terms
and conditions described in the Grant Notice and these Award Terms.













“Plan” means the Activision,
Inc. Amended and Restated 2003 Incentive Plan, as amended from time to time.


“Shares” means the
shares of Common Stock or other securities  purchasable upon exercise of the Option.


“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.             Expiration. 
Except as otherwise set forth in these Award Terms, the Option shall
expire and no longer be exercisable on the Expiration Date.


3.             Vesting and Exercise.


(a)           Vesting Schedule.  Except as otherwise set forth in these Award
Terms, the Option shall vest, and thereupon become exercisable, in accordance
with the “Schedule for Vesting” set forth on the Grant Notice.


(b)           Exercisable Only by Holder;
Transferability.  Except as otherwise
permitted under the Plan, the Option may be exercised during the Holder’s
lifetime only by the Holder.  With the
Committee’s consent, all or part of the Option may be transferred in accordance
with Section 7.3 of the Plan.  EXCEPT AS
OTHERWISE PERMITTED UNDER THE PLAN AND THESE AWARD TERMS, THE OPTION SHALL NOT
BE TRANSFERABLE BY THE HOLDER OTHER THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.


(c)           Procedure for Exercise.  The Option may be exercised by the Holder as
to all or any of the Shares as to which it has vested (i) by following the
procedures for exercise established by the Equity Account Administrator and
posted on the Equity Account Administrator’s website from time to time or
(ii) with the Company’s consent, by giving the Company written notice of
exercise, in such form as may be prescribed by the Company from time to time,
specifying the number of Shares to be purchased.


(d)           Payment of Exercise Price.  To be valid, any exercise of the Option must
be accompanied by full payment of the aggregate Exercise Price of the Shares
being purchased.  Such payment shall be
made (i) in cash or by certified check or bank check or wire transfer of
immediately available funds, (ii) if securities of the Company of the same
class as the Shares are then traded or
quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a
national quotation system sponsored by the National Association of Securities
Dealers, Inc. and  with the
Company’s consent, through the
delivery of irrevocable written instructions, in form acceptable to the
Company, to the Equity Account Administrator (or, with the Company’s consent, such other brokerage firm as may be
requested by the person exercising the Option) to sell some or all of the
Shares being purchased upon such exercise and to thereafter deliver promptly to
the Company from the proceeds of such sale an amount in cash equal to the 



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aggregate Exercise Price
of the Shares being purchased, or (iii) with the Company’s consent,  any
combination of (i) or (ii) above.


(e)           No Fractional Shares.  In no event may the Option be exercised for a
fraction of a Share.


(f)            No Adjustment for Dividends or
Other Rights.  No adjustment shall be
made for cash dividends or other rights for which the record date is prior to
the date as of which the issuance or transfer of Shares to the person entitled
thereto has been evidenced on the books and records of the Company pursuant to
clause (ii) of Section 3(g) hereof following exercise of the Option.


(g)           Issuance and Delivery of Shares.  As soon as practicable (and, in any event,
within 30 days) after the valid exercise of the Option, the Company shall
(i) effect the issuance or transfer of the Shares purchased upon such
exercise, (ii) cause the issuance or transfer of such Shares to be
evidenced on the books and records of the Company, and (iii) cause such
Shares to be delivered to a Company-Sponsored Equity Account in the name of the
person entitled to such 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 Shares are subject to a legend as set forth in Section
10 hereof, the Company shall instead cause a certificate evidencing such Shares
and bearing such legend to be delivered to the person entitled thereto.


(h)           Partial Exercise.  If the Option shall have been exercised with
respect to less than all of the Shares purchasable upon exercise of the Option,
the Company shall make a notation in its books and records to reflect the
partial exercise of the Option and the number of Shares that thereafter remain
available for purchase upon exercise of the Option.


4.             Termination of Service.


(a)           Death or Disability.  In the event that the Holder dies during his
term as a member of the Board or the Holder ceases to serve as a member of the
Board due to the Holder’s Disability, in each case prior to the vesting in full
of the Option, the Option shall (i) cease to vest as of the date of the
Holder’s death or the first date of
such Disability (as determined by the Committee), as the case may be,
and (ii) to the extent vested as of the date of the Holder’s death or such
first date of such Disability, as the case may be, be exercisable in accordance
with these Award Terms until the earlier of (A) the first anniversary of
the date of the Holder’s death or such cessation of service, as the case may
be, and (B) the Expiration Date or, if the Expiration Date is a date
within six months after the date of the Holder’s death or such cessation of
service, the date that is six months after the Holder’s death or such cessation
of service, as the case may be, after which the Option shall no longer be
exercisable and shall be cancelled.


(b)           Other.  Unless the Committee  decides
otherwise, in the event that the Holder’s service as a member of the Board is
terminated for any reason not addressed by Section 4(a) hereof prior to
the vesting in full of the Option, the Option shall (i) cease to vest as
of the date of such termination of service and (ii) to the extent vested
as of the date of such termination of service, be exercisable in accordance
with these Award Terms until the earlier of 



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(A) the 30th day after the date of such termination of
service and (B) the Expiration Date, after which the Option shall no longer be
exercisable and shall be cancelled.


5.             Tax Withholding.  The Company shall have the right to require
the Holder to satisfy any Withholding Taxes resulting from the exercise (in
whole or in part) of the Option, the issuance or transfer of any Shares upon
exercise of the Option or otherwise in connection with the Award at the time
such Withholding Taxes become due.  The
Holder 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) if securities of the Company of
the same class as the Shares are then traded or quoted on a national securities
exchange, the Nasdaq Stock Market, Inc. or a national quotation system
sponsored by the National Association of Securities Dealers, Inc. and with the
Company’s consent, through the delivery of irrevocable written instructions, in
form acceptable to the Company, to the Equity Account Administrator (or, with
the Company’s consent, such other brokerage firm as may be requested by the
person exercising the Option) to sell some or all of the Shares being purchased
upon such exercise and to thereafter deliver promptly to the Company from the
proceeds of such sale an amount in cash equal to the aggregate amount of such
Withholding Taxes; or (c) with the Company’s consent, 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 the Holder’s
compensation any Withholding Taxes contemplated by this Section 5 and (ii)
the Company shall have no obligation to deliver any Shares upon exercise of the
Option unless and until all Withholding Taxes contemplated by this
Section 5 have been satisfied.


6.             Reservation of Shares.  The Company shall at all times reserve for
issuance or delivery upon exercise of the Option such number of shares of
Common Stock or other securities  as shall be
required for issuance or delivery upon exercise thereof.



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7.             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 8 or 9 hereof, without the consent of the Holder, 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 the Holder 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, the Holder 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 8  or 9  hereof or (ii) does not materially
and adversely affect the rights or obligations of the Holder in respect of the
Award, taken as a whole.


8.             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.


9.             Registration and Listing.  Notwithstanding anything to the contrary
contained herein, the Option may not be exercised, and the Option and Shares
purchasable upon exercise of the Option may not be purchased, 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 Shares 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 



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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, the Option or Shares with the SEC, any state securities commission
or any securities exchange, securities association, market system or quotation
system to effect such compliance.  The
Holder 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 the Option or Shares, to issue or transfer the Option or
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 resale of the Option or Shares under
the Securities Act of 1933, as amended, or any comparable federal securities
law or applicable state securities law.


10.           Legend.  The Company may, if determined by it based on
the advice of counsel to be appropriate, cause any certificate evidencing
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.”


11.           No Right to Continued Service.  Nothing contained in the Grant Notice or
these Award Terms shall be construed to confer upon the Holder any right to
continued service on the Board or derogate from any right of the Company’s
stockholders to remove the Holder from the Board at any time, with or without cause.


12.           No Rights as Stockholder.  No holder of the Option 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.


13.           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.


14.           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.


15.           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 the Holder and, to the extent applicable, the
Holder’s permitted assigns under Section 3(b) 



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


16.           Notices.  Any notice or other document which the Holder
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 the Holder
may designate in writing from time to time; and (b) if to the Holder, at the address
shown on the records of the Company or such other address as the Holder by
notice to the Company may designate in writing from time to time.  Notices shall be effective upon receipt.


17.           Conflict with Plan.  In the event of any conflict between the terms
of the Grant Notice or these Award Terms and the terms of the Plan, the terms
of the Plan shall control.



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