Activision Blizzard (ATVI)

Brian Hodous

This Amendment #1 to Employment Agreement (this “Amendment #1”) is entered into as of December 15, 2008, by and between Brian Hodous (“Employee”) and Activision Publishing, Inc. (“Employer”).  All capitalized terms shall have the same meaning set forth in the Employment Agreement (as defined below).

Brian Hodous

        Brian Hodous is party to an employment agreement with Activision Publishing, pursuant to which he served as Chief Customer Officer of Activision Publishing. Mr. Hodous currently serves as the Chief Customer Officer of the Company. The agreement became effective November 3, 2006 and Mr. Hodous' initial term thereunder will expire on September 30, 2009. Activision Publishing has the option to extend his term for an additional period of up to one year if Mr. Hodous's total compensation exceeds $4 million during the initial term, where "total compensation" consists of his cumulative base salary, cumulative annual bonuses, realized and unrealized gains from all vested options issued to him, the market value of all restricted shares of Common Stock issued to him that have vested and the amounts realized by him from the sale of any such vested shares. He was initially located in the United Kingdom and relocated to the United States on November 1, 2007. The agreement provided for an annual base salary of $375,000 until the completion of his initial assignment in the United Kingdom, $450,000 upon his relocation to the United States, and contemplates the possibility of additional annual base salary increases in the discretion of the Board or Compensation Committee. Mr. Hodous' annual base salary was $475,000 as of March 31, 2008.

        Mr. Hodous is also eligible for an annual bonus with a target amount of 75% of his base salary, based on his achievement of mutually agreed objectives and goals and/or his contribution to the success of Activision Publishing's financial and business objectives, with the amount of the bonus being in the sole discretion of the Board or the Compensation Committee. For more information about performance-based bonuses, see "—Compensation Discussion and Analysis—Elements of Fiscal 2008 Compensation Program—Performance-Based Annual Bonuses" below. As an inducement to enter into the employment agreement, in connection with the commencement of his employment Mr. Hodous was (1) paid a signing bonus of $150,000, (2) granted an option to purchase an aggregate of 240,000 shares of Common Stock, and (3) granted 21,000 restricted shares of Common Stock. In addition, in consideration for abandoning certain long-term compensation and pension benefits with his prior employer, in connection with the commencement of his employment Mr. Hodous was granted 25,000 restricted shares of Common Stock. In accordance with the Company's policy for executives serving outside of the United States, Activision Publishing also provided Mr. Hodous with certain perquisites and benefits in connection with his initial assignment in the United Kingdom. In connection with Mr. Hodous's relocation to the United States, Activision Publishing provided comprehensive relocation support, including mortgage assistance in the aggregate amount of $48,000, payable in increments of $2,000 a month for the first two years of his term, plus an amount sufficient to reimburse him for incremental income taxes resulting from such relocation support. Mr. Hodous is also entitled to participate in benefit plans that are standard for Activision Publishing's senior executive officers, including life insurance plans, and Activision Publishing is required to maintain a $2 million supplemental term life insurance policy for the benefit of his estate through the term of his employment.

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Brian Hodous

        Brian Hodous is party to an employment agreement with Activision Publishing, pursuant to which he serves as Chief Customer Officer of Activision Publishing. The agreement became effective November 3, 2006, with an initial term through September 30, 2009. Activision Publishing has the option to extend his employment period for up to an additional one-year period if Mr. Hodous's total compensation exceeds $4,000,000 during the initial term, where "total compensation" consists of his cumulative base salary, cumulative annual bonuses, realized and unrealized gains from all vested options issued to him, the market value of all restricted shares of Common Stock issued to him that have vested and the amounts realized by him from the sale of any such vested shares. He is initially

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located in the United Kingdom and is expected to relocate to the United States during fiscal 2008. The agreement provides for an annual base salary of $375,000 until the completion of his initial assignment in the United Kingdom. His agreement provides that, upon his relocation to the United States, which is expected to occur in late October 2007, his base salary will increase to $450,000. Mr. Hodous may be eligible for an annual bonus with a target amount of 75% of his base salary, based on his achievement of mutually agreed objectives and goals and/or his contribution to the success of Activision Publishing's financial and business objectives, with the amount of the bonus being in the sole discretion of the Board or the Compensation Committee. The employment agreement provided for a minimum annual bonus for fiscal 2007 in the amount of $230,000. As an inducement to enter into the employment agreement, in connection with the commencement of his employment Mr. Hodous was (1) paid a signing bonus of $150,000, (2) granted an option to purchase an aggregate of 240,000 shares of Common Stock, and (3) granted 21,000 restricted shares of Common Stock. In addition, in consideration for abandoning certain long-term compensation and pension benefits with his prior employer, in connection with the commencement of his employment Mr. Hodous was granted 25,000 restricted shares of Common Stock. Activision Publishing also agreed to provide certain benefits in connection with his initial assignment in the United Kingdom, including a cost of living allowance, housing allowance, utility allowance, mobility premium, payments for loss on sales of up to two automobiles, moving allowance, storage allowance, flight allowance, automobile allowance, health club membership allowance, cultural training, relocation services, temporary accommodation allowance, spousal employment training allowance, repatriation allowance and certain tax equalization payments or reimbursements. In connection with Mr. Hodous's relocation to the United States, Activision Publishing will provide comprehensive relocation support, including mortgage assistance in the aggregate amount of $48,000, payable $2,000 each month for 24 months, plus an amount sufficient to reimburse him for incremental income taxes resulting from such relocation support. Mr. Hodous is also entitled to participate in benefit plans that are standard for Activision Publishing's senior executive officers, including life insurance plans, and Activision Publishing is required to maintain a $2 million supplemental term life insurance policy for the benefit of his estate through the term of his employment.