Activision Blizzard (ATVI)

Amendment of Second Amended and Restated 2002 Employee Stock Purchase Plan for International Employees

On October 20, 2006, the Board of Directors of the Company approved a non-substantive amendment to the Company’s Second Amended and Restated 2002 Employee Stock Purchase Plan for International Employees (the “Plan”).  The Company made similar amendments to its other stock based compensation plans, as disclosed on Form 8-K, filed with the Securities and Exchange Commission on September 20, 2006.  The amendment to the Plan clarifies that anti-dilution adjustments to equity awards under such plan are required and not discretionary actions of the Company.  The purpose of this amendment is to ensure that customary anti-dilution adjustments to equity awards resulting from certain corporate transactions such as a stock split or a stock dividend do not result in the modification of an equity award for purposes of Statement of Financial Accounting Standards No. 123R, “Share-Based Payments.”  If these anti-dilution adjustments were characterized as a modification of an equity award, the Company could be required to record incremental compensation expense.  The amendment is designed to remove the potential for these types of corporate transactions to be characterized as modifications of equity awards.  The Plan, as amended, is attached as Exhibit 10.1 to this report.

The Company has also attached its Third Amended and Restated 2002 Employee Stock Purchase Plan, as amended, as Exhibit 10.2 to this report.