Activision Blizzard (ATVI)

Grant.  The Committee may grant to any Participant (i) Shares (together with cash dividend equivalents if so determined by the Committee, subject to the provisions of Section 409A of the Code, if applicable) (such Shares, “Restricted Shares”) and/or units which represent a conditional right to receive Shares, cash or a combination of Shares and cash in the future (such units, “Restricted Share Units”) in such amount and manner, and subject to such terms and conditions relating to vesting, forfeitability and restrictions on delivery and transfer (whether based on performance standards, periods of service or otherwise) as the Committee shall establish.  A grant of Restricted Shares and/or Restricted Share Units made pursuant to this Article 6 is referred to as a  “Restricted Share Award.”  The terms of any Restricted Share Award granted under this Plan shall be set forth in a written agreement (a “Restricted Share Agreement”) which shall contain provisions determined by the Committee and not inconsistent with this Plan.  The provisions of Restricted Share Awards need not be the same for each Participant receiving such Awards.  The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the Company or its affiliates as a condition precedent to the issuance of restricted stock.  Subject to Section 9.13 below, delivery of Shares pursuant to an Award of Restricted Share Units (or an Award of Restricted Shares) shall be made no later than 2-1/2 months after the close of the Company’s first taxable year in which such Shares are no longer subject to a risk of forfeiture (within the meaning of Section 409A of the Code).