Exhibit 10.46


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:  21,000


·                  Date of
Grant:  November
3, 2006


·                  Grant ID:  03001801


·                  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 in
full on the third anniversary of the Date of Grant, provided you remain
continuously employed by the Company or one of its subsidiaries or affiliates
through such date.  Notwithstanding the
foregoing, the Restrictions on the following number of the Restricted Shares
awarded to you will lapse on a date established by the Committee upon its
determination that the corresponding event has occurred (which will in no case
be more than five business days after such determination), provided you remain
continuously employed by the Company or one of its subsidiaries or affiliates through
such date:













 




	
  Number of Restricted Shares

  	
   

  	
  Event Causing

  
	
  as to which
  Restrictions Lapse

  	
   

  	
  Restrictions
  to Lapse

  
	
   

  	
   

  	
   

  
	
  10,500

  	
   

  	
  Achievement of
  performance objectives for the Company’s 2008
  fiscal year as established by the Committee on or prior to the 90th day of such fiscal year.

  
	
   

  	
   

  	
   

  
	
  10,500

  	
   

  	
  Achievement of
  performance objectives for the Company’s 2009
  fiscal year as established by the Committee on or prior to the 90th day of
  such fiscal year.

  






 


·                  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



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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:

  	
   

  	
   

  
			



 



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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.



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“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 third 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 third 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



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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