Activision Blizzard (ATVI)

(i)            His or her customary employment is for more than five months per calendar year and for more than 20 hours per week; and

(ii)           He or she was employed by a Participating Company on the fifteenth (15th) day of the month before the beginning of such Offering Period.

The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is prohibited by the law of any country which has jurisdiction over him or her or if he or she is subject to a collective bargaining agreement that does not provide for participation in the Plan.

(h)           “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(i)            “Fair Market Value” means the market price of Stock, determined by the Committee as follows:

(i)            If Stock was listed and traded on The Nasdaq National Market System on the date in question, then the Fair Market Value shall be equal to the price at which such Stock last traded on such date as reported by The Nasdaq National Market System;

(ii)           If Stock was listed and traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the price at which such Stock last traded on such date as reported by such stock exchange; or

(iii)          Notwithstanding the foregoing provisions, if the Committee determines that the last trading price does not adequately reflect Fair Market Value, Fair Market Value may be determined by the Committee in good faith on such basis as it deems appropriate.  In making such determination, the Committee shall consider the financial conditions of the Company and its recent operating results, values of publicly-traded securities of other comparable institutions and the lack of liquidity of the Company’s shares, and such other factors as the Committee in its sole discretion deems relevant.

Whenever possible, the determination of Fair Market Value by the Committee under clauses (i) and (ii), above, shall be based on the prices reported in the Wall Street Journal or as reported directly to the Company by Nasdaq or a stock exchange. Such determination shall be conclusive and binding on all persons (unless clause (iii) above is applicable).

(j)            “Offering Date” means the first day of each Offering Period.

(k)           “Option” means an Option described in Section 4(f).

(l)            “Offering Date FMV” means the Fair Market Value of the Stock on the Offering Date or, if such Offering Date is not a trading date, the last trading date prior to such Offering Date.

(m)          “Offering Period” means a 6 month period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 4(a), provided, however, that the Committee shall have the power to change the duration of Offering Periods without stockholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected.

(n)           “Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 4(c).

(o)           “Participating Company” means each present or future foreign Subsidiary designated by the Committee as a Participating Company.

(p)           “Plan” means this Activision, Inc., Second Amended and Restated 2002 Employee Stock Purchase Plan for International Employees, as it may be amended from time to time.

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(q)           “Plan Account” means the account established for each Participant pursuant to Section 8(a).

(r)            “Purchase Date” means the last day of an Accumulation Period provided, however, that if the Stock is listed and traded on a stock exchange (including The Nasdaq National Market System) during an Accumulation Period and the last day of such Accumulation Period falls on a day which is not a trading date for such stock exchange, then the “Purchase Date” shall be the last trading date in such Accumulation Period.

(s)           “Purchase Date FMV” means the Fair Market Value of the Stock on the Purchase Date.

(t)            “Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 8(b).

(u)           “Stock” means the common stock of the Company, $0.000001 par value.

(v)           “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(i)            His or her customary employment is for more than five months per calendar year and for more than 20 hours per week; and

(ii)           He or she was employed by a Participating Company on the fifteenth (15th) day of the month before the beginning of such Offering Period.

The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is prohibited by the law of any country which has jurisdiction over him or her or if he or she is subject to a collective bargaining agreement that does not provide for participation in the Plan.

(h)           “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(i)            “Fair Market Value” means the market price of Stock, determined by the Committee as follows:

(i)            If Stock was listed and traded on The Nasdaq National Market System on the date in question, then the Fair Market Value shall be equal to the  price at which such Stock last traded on such date as reported by The Nasdaq National Market System;

(ii)           If Stock was listed and traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the price at which such Stock last traded on such date as reported by such stock exchange; or

(iii)          Notwithstanding the foregoing provisions, if the Committee determines that the last trading price does not adequately reflect Fair Market Value, Fair Market Value may be determined by the Committee in good faith on such basis as it deems appropriate.  In making such determination, the Committee shall consider the financial conditions of the Company and its recent operating results, values of publicly-traded securities of other comparable institutions and the lack of liquidity of the Company’s shares, and such other factors as the Committee in its sole discretion deems relevant.

Whenever possible, the determination of Fair Market Value by the Committee under clauses (i) and (ii), above, shall be based on the prices reported in the Wall Street Journal or as reported directly to the Company by Nasdaq or a stock exchange. Such determination shall be conclusive and binding on all persons (unless clause (iii) above is applicable).

(j)            “Offering Date” means the first day of each Offering Period.

(k)           “Option” means an Option described in Section 4(f).

(l)            “Offering Date FMV” means the Fair Market Value of the Stock on the Offering Date or, if such Offering Date is not a trading date, the last trading date prior to such Offering Date.

(m)          “Offering Period” means a 6 month period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 4(a), provided, however, that the Committee shall have the power to change the duration of Offering Periods without stockholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected.

(n)           “Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 4(c).

(o)           “Participating Company” means (i) the Company and (ii) each present or future domestic Subsidiary designated by the Committee as a Participating Company.

(p)           “Plan” means this Activision, Inc., Third Amended and Restated 2002 Employee Stock Purchase Plan, as it may be amended from time to time.

(q)           “Plan Account” means the account established for each Participant pursuant to Section 8(a).

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(r)            “Purchase Date” means the last day of an Accumulation Period provided, however, that if the Stock is listed and traded on a stock exchange (including The Nasdaq National Market System) during an Accumulation Period and the last day of such Accumulation Period falls on a day which is not a trading date for such stock exchange, then the “Purchase Date” shall be the last trading date in such Accumulation Period.

(s)           “Purchase Date FMV” means the Fair Market Value of the Stock on the Purchase Date.

(t)            “Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 8(b).

(u)           “Stock” means the common stock of the Company, $0.000001 par value.

(v)           “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(w)          “Treasury Regulations” means the Treasury Regulations promulgated under the Code.