Activision Blizzard (ATVI)

AMENDED AND RESTATED
RESTRICTED STOCK AWARD TERMS

Activision Blizzard, Inc., a Delaware corporation (“Company”), has granted you (“Grantee”) an award of restricted stock pursuant to the terms and conditions set forth in your Amended and Restated Notice of Restricted Stock Award (“Grant Notice”), these Amended and Restated Restricted Stock Award Terms (“Award Terms”) and your Employment Agreement (defined in the Grant Notice).  In addition, this award of Restricted Stock is subject to the terms and conditions of the Company’s 2003 Incentive Plan (the “Plan”), the terms, conditions and definitions of which are hereby incorporated herein as though set forth at length, and the receipt of a copy of which the Grantee hereby acknowledges by his signature on the irrevocable stock power attached to the Grant Notice as Exhibit B.  Capitalized terms used herein shall have the meanings set forth in the Plan, unless otherwise defined herein.  The text of the Plan and the Grant Notice are incorporated herein by reference and made a part of these Award Terms.

1.             Definitions.  For purposes of this Award, the following terms shall have the meanings set forth below:

“Anniversary Date” means the annual anniversary of the Date of Grant.

“Award” means this Restricted Stock Award.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended, and regulations thereunder.

“Committee” means the Compensation Committee of the Board or such other Board committee designated by the Board in accordance with the Plan.

“Common Stock” means the Company’s common stock, $0.000001 par value per share.

“Company” means Activision Blizzard, Inc. and any successor thereto.

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

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

“Grant Notice” means the Notice of Restricted Stock Award accompanying these Award Terms.

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

“Restricted Shares” means shares of Common Stock subject to the Award which are subject to the Restrictions.  This amount shall include any additional shares of Common Stock resulting from the investment of dividends declared on existing Restricted Shares pursuant to Section 6 hereof and additional or different securities issued as a result of any adjustment pursuant to Section 10 hereof.