Activision Blizzard (ATVI)

Thomas Tippl

        Thomas Tippl is party to an employment agreement with Activision Publishing, which was originally dated September 9, 2005 and most recently amended, and assigned to us, in April 2009. Under the employment agreement, Mr. Tippl served as Chief Financial Officer of Activision Publishing until the consummation of the Combination and currently serves as our Chief Corporate Officer and Chief Financial Officer. Mr. Tippl's initial term of employment under the agreement began on October 1, 2005 and the original expiration date under the agreement was September 30, 2010. Prior to the 2009 amendment of the agreement, Activision Publishing had the option to extend his term for an additional period of up to three years if Mr. Tippl's total compensation exceeded $15 million during the initial term, where "total compensation" consisted 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 our Common Stock issued to him that have vested and the amounts realized by him from the sale of any such vested shares. As of December 31, 2008, Mr. Tippl's total compensation as calculated under his employment agreement had not met the specified threshold. As amended, Mr. Tippl's term of employment will expire on April 15, 2014 (and we will not be able to unilaterally extend that term).

        Pursuant to the agreement, Mr. Tippl's annual base salary was $450,000 on October 1, 2005 and was to be increased automatically on October 1 of each year for the term of the agreement by at least 4% (or such higher amount as may be determined by the Board or the Compensation Committee in its sole discretion). As amended, the agreement provides that Mr. Tippl's annual base salary is $750,000 as of February 15, 2009 and will be automatically increased on February 15 of each year for the term of the agreement by an amount at least equal to the average percentage increase approved by the Compensation Committee for members of the executive leadership team with respect to such year, excluding any increases guaranteed by contract or due to an executive's significant promotion or modification in duties. For more information about Mr. Tippl's base salary, see "—Compensation Discussion and Analysis—Elements of Compensation Program for the Nine Month Period Ended December 31, 2008—Salary Analysis" above.

        Mr. Tippl is also eligible for an annual bonus. Prior to the 2009 amendment, the target amount of such bonus was 75% of his base salary and his current target is 100% of his base salary. The actual amount of any bonus will be determined by our Board or the Compensation Committee in its sole discretion based on his achievement of mutually agreed objectives and his overall performance and our financial performance, and the form of any such bonus will be determined by the Compensation Committee in its sole discretion. For more information about performance-based bonuses, see "—Compensation Discussion and Analysis—Elements of Compensation Program for the Nine Month Period Ended December 31, 2008—2008 Achievement of Performance Goals and Payouts" above. Mr. Tippl is also entitled to participate in all benefit plans generally available to our senior executive officers. Prior to the 2009 amendment to the agreement, we were required to maintain a $2 million

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supplemental term life insurance policy for the benefit of his estate through the term of his employment, which we have agreed to increase to $3 million as part of the 2009 amendment.

        As an inducement to enter into the employment agreement in 2005, in connection with the commencement of his employment Mr. Tippl was paid a signing bonus of $100,000 and granted an option to purchase 1,600,000 shares of our Common Stock. In addition, in consideration for abandoning certain long-term compensation, pension benefits and related equity participations with his prior employer, in connection with the commencement of his employment Mr. Tippl was granted 193,424 restricted shares of our Common Stock. Pursuant to his agreement prior to the 2009 amendment, Mr. Tippl was also reimbursed for certain relocation costs and incremental income taxes resulting therefrom and was entitled to an aggregate of $420,000 in mortgage assistance during his initial term (as well as reimbursement for incremental taxes resulting from such payments for the first three years of such assistance). However, pursuant to the amendment, effective February 15, 2009 Mr. Tippl will no longer receive mortgage assistance.

        As an inducement to enter into the 2009 amendment to the employment agreement, the amendment provides for a grant of an option to purchase 1,200,000 shares of our Common Stock that vests annually over five years, a grant of 150,000 restricted shares that vest annually over five years and 80,000 performance shares that vest on February 15, 2010 subject to our attaining a specified non-GAAP earnings per share target.

Thomas Tippl

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

Thomas Tippl

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

RECITALS:

Employee
and Employer entered into an Employment Agreement dated as of September 9,
2005 (the “Employment Agreement”).

Employee
and Employer desire to amend the Employment Agreement in certain respects as
set forth herein in order to comply with the provisions of Section 409A of
the Internal Revenue Code of 1986, as amended.

AGREEMENT:

The
parties hereby agree to amend the terms of the Employment Agreement as follows:

1.                                 Bonus:  With respect to any bonus that may be payable
to Employee, unless otherwise specifically provided in the applicable bonus
plan providing for a fixed payment date with respect to such bonus, any such
bonus shall be paid to Employee in a single lump sum no later than the 15th day
of the third month following the end of the Fiscal Year to which the bonus
relates.

2.                                 Relocation:  Section 9(b) of the Employment
Agreement is hereby amended to provide that the Employee may terminate his
employment under the Employment Agreement in the event of Employer’s relocation
to a location more than twenty-five (25) miles from Los Angeles County provided
that such relocation is materially adverse to Employee.  The Employee shall provide Employer notice of
his intent to terminate his employment within 30 days of the date of such
materially adverse relocation, and the Employer shall have a period of 90 days
during which it may remedy such condition, and, in case of full remedy of such
condition, Employee shall not be entitled to payment of the benefits under Section 9(e)(iii) of
the Employment Agreement by reason of termination due to such relocation.

3.                                 Death:  With respect to the compensation payable to
Employee’s heirs, successors or legal representatives in the event of Employee’s
death, such heirs, successors or legal representatives shall receive the
compensation provided for under Sections 9(e)(i)(i), (ii), (iv) and
(v) of the Employment Agreement in a single lump sum payment within
60 days of the date of Employee’s death and the compensation provided for under
Section 9(e)(i)(iii) in a single lump sum on the date such
bonus otherwise would have been payable.

Thomas Tippl

        Thomas Tippl is party to an employment agreement with Activision Publishing, pursuant to which he served as Chief Financial Officer of Activision Publishing. Mr. Tippl currently serves as the Chief Financial Officer of the Company. The agreement became effective October 1, 2005 and Mr. Tippl's initial term thereunder will expire on September 30, 2010. Activision Publishing has the option to extend his term for an additional period of up to three years if Mr. Tippl's total compensation exceeds $15 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

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realized by him from the sale of any such vested shares. The agreement provides for an annual base salary of $450,000 beginning October 1, 2005 and annual base salary increases of 4%, which occur automatically on October 1 of each year for the term of the agreement, and contemplates the possibility of additional annual base salary increases in the discretion of the Board or Compensation Committee. Mr. Tippl's annual base salary was $500,000 as of March 31, 2008.

        Mr. Tippl 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 actual amount of any 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. Tippl was paid a signing bonus of $100,000 and granted an option to purchase an aggregate of 600,000 shares of Common Stock (subsequently adjusted to 800,000 shares of Common Stock as a result of a split of the Common Stock). In addition, in consideration for abandoning certain long-term compensation, pension benefits and related equity participations with his prior employer, in connection with the commencement of his employment Mr. Tippl was granted 72,534 restricted shares of Common Stock (subsequently adjusted to 96,712 restricted shares as a result of a split of the Common Stock). Mr. Tippl was reimbursed for certain relocation costs and incremental income taxes resulting therefrom and is also entitled to mortgage assistance in the aggregate amount of $420,000, payable in increments of $7,000 a month during the initial term of his employment, together with reimbursement for incremental income taxes resulting from such payments for the first 36 months of such term. Mr. Tippl is also entitled to participate in benefit plans 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.

Bobby Kotick:  And one more thing to just follow-up on something that Mike said about how integral hardware innovation and software innovation are as a combined effort.  If there’s anything that we’ve learned over the last few years now is that we have a unique competitive advantage in the resources in our hardware combined with the very best software development resources.  And what we are doing now is rolling out development of additional SKUs and software related to Guitar Hero to some of our other studios.  A few have been engaged in it so far but the leverage that we have of having thousands of people in the studio organization is now going to be brought to bear on the Guitar Hero franchise and that is an important shift for us

Bobby Kotick:  And one more thing to just follow-up on something that Mike said about how integral hardware innovation and software innovation are as a combined effort.  If there’s anything that we’ve learned over the last few years now is that we have a unique competitive advantage in the resources in our hardware combined with the very best software development resources.  And what we are doing now is rolling out development of additional SKUs and software related to Guitar Hero to some of our other studios.  A few have been engaged in it so far but the leverage that we have of having thousands of people in the studio organization is now going to be brought to bear on the Guitar Hero franchise and that is an important shift for us

Thomas Tippl