Activision Blizzard (ATVI)

RESTRICTED STOCK AWARD AGREEMENT

You have been awarded restricted shares of the Company’s common stock, $0.000001 par value per share (“Restricted Stock”), subject to the following terms and conditions:

•                  This award of Restricted Stock is being made pursuant to and as a material inducement for the Grantee to enter into an employment agreement dated September 9, 2005 (the “Employment Agreement”) and is governed by the terms of the Employment Agreement and the terms of the Restricted Stock Award Terms attached hereto as Exhibit A.  In addition, this award of Restricted Stock is granted under and 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 attached hereto as Exhibit B.  Capitalized terms used herein shall have the meanings set forth in the Plan, unless otherwise defined herein.

•                  This award of Restricted Stock is conditioned upon your endorsement in blank of the irrevocable stock power attached hereto as Exhibit B.  If you do not return the attached irrevocable stock power within sixty (60) days from the Date of Grant, this award shall be deemed forfeited.  As such, promptly endorse and return the attached irrevocable stock power to the General Counsel at the following address:

Activision, Inc.

3100 Ocean Park Boulevard

Santa Monica, CA  90405

Attn:  General Counsel

•                  If you wish to elect a designated beneficiary to whom shares of common stock otherwise due to you pursuant to the terms of this award shall be distributed in the event of your death prior to distribution, please complete and return to the General Counsel along with your irrevocable stock power the beneficiary designation form attached hereto as

RESTRICTED STOCK AWARD AGREEMENT

You have been awarded restricted shares of the Company’s common stock, $0.000001 par value per share (“Restricted Stock”), subject to the following terms and conditions:

•                  This award of Restricted Stock is being made pursuant to and as a material inducement for the Grantee to enter into an employment agreement dated June 15, 2005 (the “Employment Agreement”) and is governed by the terms of the Employment Agreement and the terms of the Restricted Stock Award Terms attached hereto as Exhibit A. In addition, this award of Restricted Stock is granted under and 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 attached hereto as Exhibit B. Capitalized terms used herein shall have the meanings set forth in the Plan, unless otherwise defined herein.