Activision Blizzard (ATVI)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Robert Kotick, the Company’s President and CEO, and Mike Griffith, the President and CEO of Activision Publishing, have served together as the Company’s principal executive officers since 2005.  Following the Business Combination, the company has restructured its organization to include a holding company, Activision Blizzard, Inc., and two principal operating companies, Activision Publishing and Blizzard Entertainment.  Mike Griffith continues as President and CEO of Activision Publishing, as before the Business Combination, and Mike Morhaime is President and CEO of Blizzard Entertainment.  At its meeting on October 30, 2008, the Board of Directors determined that, in light of the Company’s new organizational structure, Mr. Kotick is the sole principal executive officer of the Company.

Item 5.02.              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)           On July 30, 2007, the Board of Directors of Activision, Inc. (the ”Company”) adopted the Activision, Inc. 2007 Incentive Plan (the ”2007 Plan”), subject to stockholder approval, and reserved 15,000,000 shares of Common Stock for issuance thereunder. At the 2007 annual meeting of stockholders of the Company, which was held on September 27, 2007, the Company’s stockholders approved the 2007 Plan, which became effective immediately upon such approval.

The 2007 Plan authorizes the Compensation Committee of the Company’s Board of Directors to provide equity-based compensation in the form of stock options, share appreciation rights, restricted shares, restricted share units, performance shares, performance units and other performance- or value-based awards structured by the Compensation Committee within parameters set forth in the 2007 Plan, including custom awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of the Company’s common stock, par value $.000001 per share (“Common Stock”), or factors that may influence the value of Common Stock or that are valued based on performance of the Company or any of its subsidiaries or business units or other factors designated by the Compensation Committee, as well as incentive bonuses, for the purpose of providing incentives and rewards for superior performance to the directors, officers, employees of, and consultants to, the Company and its subsidiaries.

The Company will cease to make awards under the following equity incentive plans (collectively, the “Rolled-Up Plans”), although such plans will remain in effect and continue to govern outstanding awards:  (i) Activision, Inc. 1998 Incentive Plan, as amended; (ii) Activision, Inc. 1999 Incentive Plan, as amended; (iii) Activision, Inc. 2001 Incentive Plan, as amended; (iv) Activision, Inc. 2002 Incentive Plan, as amended; (v) Activision, Inc. 2002 Executive Incentive Plan, as amended; (vi) Activision, Inc. 2002 Studio Employee Retention Incentive Plan, as amended; and (vii) Activision, Inc. 2003 Incentive Plan, as amended. Upon the approval of the 2007 Plan by the Company’s stockholders, the shares available for issuance thereunder were increased by an additional 2,685,577 shares of Common Stock to reflect the number of shares reserved for issuance but not subject to outstanding awards under the Rolled-Up Plans at the time of such approval. Additionally, the number of shares of Common Stock reserved for issuance under the 2007 Plan may be further increased from time to time by:  (i) the number of shares relating to awards outstanding under any Rolled-Up Plan that:  (a) expire, or are forfeited, terminated or cancelled, without the issuance of shares; (b) are settled in cash in lieu of shares; or (c) are exchanged, prior to the issuance of shares of Common Stock, for awards not involving Common Stock; and (ii) if the exercise price of any option outstanding under any Rolled-Up Plan is, or the tax withholding requirements with respect to any award outstanding under any Rolled-Up Plan are, satisfied by withholding shares otherwise then deliverable in respect of the award or the actual or constructive transfer to the Company of shares already owned, the number of shares equal to the withheld or transferred shares.

The foregoing description of the 2007 Plan is qualified in its entirety by reference to the full text of the 2007 Plan, which is filed as Exhibit 10.1 and incorporated herein by reference.

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