Exhibit
10.22


 


AUSTRALIAN
ADDENDUM


 


ACTIVISION, INC.


2007 INCENTIVE PLAN


 


1.            PURPOSE


 


This addendum (the “Australian Addendum”) to the Activision, Inc.
2007 Incentive Plan (the
“Activision Incentive Plan”) is adopted
to set forth certain rules which, together with those provisions of the Activision
Incentive Plan which are supplemented by this Australian Addendum, will:


 


(a)                               govern the operation of the Australian
Plan (as defined below) with respect to the grant of Awards (as defined below) to
Australian Offerees (as defined below), and


 


(b)                              ensure compliance of the Australian
Plan with ASIC Class Order 03/184 (the “Class Order”),
relevant provisions of the Corporations Act
2001 and ASIC Regulatory Guide 49.


 


In the event of any conflict
between these provisions and the Activision Incentive Plan, these provisions
shall prevail.


 


2.            DEFINITIONS


 


Except as set out below, any
capitalized term used herein shall have the meaning ascribed to such term in
the Activision Incentive Plan.


 


For the purposes of this
Australian Addendum:


 


“ASIC” means the Australian Securities
and Investments Commission;


 


“Associated Body Corporate”
means (as
determined in accordance with the Corporations Act
2001):


 


(a)          a body corporate that is a related body
corporate of the Company; or


 


(b)          a body corporate that has voting power in the
Company of not less than 20%; or


 


(c)          a body corporate in which the Company has
voting power of not less than 20%;


 


“Australian Offeree” means any person to whom an offer
or invitation of Common Shares, Stock Options, Restricted Share Units and/or
other Awards is made in Australia under the Australian Plan;


 


“Australian Subsidiary” means each Australian Associated
Body Corporate of the Company whose employees have been designated to
participate in the Australian Plan;


 


“Award” means any Stock Option, SAR,
Performance Share, Performance Unit, Restricted Share or Restricted Share Unit as
defined under the Activision Incentive Plan;


 


 


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“Offer” means an offer made in Australia
to Australian Offerees to acquire Common Shares under the terms of the Australian
Plan; and


 


“Australian Plan” means the Activision Incentive Plan,
as supplemented for implementation in Australia by the Australian Addendum.


 


3.            FORM OF AWARDS GOVERNED BY THIS ADDENDUM


 


This Australian Addendum
governs the grant of Awards in Australia under the Australian Plan.  Other awards contemplated by
the Activision Incentive Plan will not be granted under this
Addendum.  All Awards will be granted to
Australian Offerees at no cost to them.


 


4.            AUSTRALIAN OFFEREES


 


In Australia, an Offer may
be extended only to Australian Offerees who at the time of the Offer are full-
or part-time employees or directors of the Company or an Australian Subsidiary and
who meet the eligibility requirements of the Australian Plan.


 


5.            NO CONTRIBUTION PLAN OR TRUST


 


An Offer under the Australian
Plan must not involve a contribution plan and the Company may not make any
offer, issue or sale under the Australian Plan through a trust.


 


6.            AUSTRALIAN OFFER DOCUMENT


 


6.1               Copy of Australian Plan


 


Any Offer made in Australia to participate in the Australian
Plan must be in writing (the “Offer
Document”) and such writing must set out the terms of the Offer and must
include or be accompanied by a copy of the rules of the Australian Plan
(or a summary thereof).  Where a summary
of the Australian Plan is provided with the Offer, the Offer Document must
include an undertaking that, during the period in which Awards may be granted or
Common Shares may be acquired under the Australian Plan, the Company or its
Australian Subsidiary will, within a reasonable period of time of an Australian
Offeree so requesting, provide the Australian Offeree with a copy of the rules of
the Australian Plan, without charge.  The
Company must take reasonable steps to ensure that any Australian Offeree is
given a copy of the Offer Document.


 


6.2                                              Australian Dollar Equivalent
of Exercise Price (for Stock Options) or Issue Price (for other Awards)


 


For the Offer of Stock Options, the Offer Document must specify the
Australian dollar equivalent of the Exercise Price as of the date of the Offer.


 


For the Offer of any other type of Award, the Offer Document must
specify the Australian dollar equivalent of the issue price of the underlying
Common Shares, the subject of the Offer Document (the “Issue Price”),
if any, as of the date of the Offer.


 


 


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6.3              Updated Pricing Information


 


The Offer Document must include an undertaking by the Company that, and
an explanation of the way in which, the Company or its Australian Subsidiary will
(during the Offer period and within a reasonable period of an Australian
Offeree so requesting) make available to the Australian Offeree the following
information:


 


(a)                                                 the Australian dollar equivalent
of the current Market Value per Share as of the date of the Australian Offeree’s
request; and


 


(b)                                                the Australian dollar equivalent
of the Exercise Price or the Issue Price, as applicable, as of the date of the
Australian Offeree’s request.


 


For the purposes of this clause 6.3 and as defined in Section 2(t) of
the Activision Incentive Plan, the Market Value per Share means: as of a
particular date, the closing price per Common Share as reported on the principal
securities exchange, association or quotation system on which Common Shares are
then listed or quoted.  Please note that,
for Australian tax purposes, market value is defined differently than Market
Value per Share, as described in the applicable Offer Document.


 


6.4              Exchange Rate for Australian Dollar Equivalent of
Exercise Price or Issue Price


 


For the purposes of clauses 6.2 and 6.3, the Australian / U.S. dollar exchange
rate shall be calculated by reference to the relevant exchange rate published by
an Australian bank no earlier than on the
previous business day.


 


7.            LOAN OR FINANCIAL ASSISTANCE


 


If the Company or an
Associated Body Corporate offers an Australian Offeree any loan or other
financial assistance for the purpose of acquiring the Common Shares to which
the Offer relates, the Offer Document must disclose the conditions, obligations
and risks associated with such loan or financial assistance.


 


8.            RESTRICTION ON CAPITAL RAISING: 5% LIMIT


 


In the case of any Offer
that will involve the issue of Common Shares or a right to purchase or receive Common
Shares, including Awards, the number of Common Shares that are the subject of
the Offer under the Australian Plan, or to be received pursuant to an Award, when
aggregated with:


 


(a)                                                 the number of Common Shares in the
same class which would be issued to Australian Offerees were each outstanding
Offer of Common Shares or Awards to acquire unissued Common Shares under the Australian
Plan or any other employee share scheme of the Company, to be accepted or
exercised (as the case may be); and


 


(b)                                                the number of Common Shares in the
same class issued during the previous five (5) years pursuant to the Australian
Plan or any other employee share scheme extended 


 


 


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only to employees or directors of the Company or any Associated Body
Corporate of the Company;


 


but not including any Offer
made, Award granted or Common Shares issued by way of or as a result of:


 


	
  (i)

  	
   

  	
  an offer or invitation to a person situated at the time of receipt of
  the offer or invitation outside Australia; or

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  an offer that was an excluded offer or invitation within the meaning
  of the Corporations Act 2001 as it existed
  prior to 13 March 2000; or

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  an offer that did not require disclosure to investors because of
  section 708 of the Corporations Act
  2001; or

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  an offer that did not require a Product Disclosure Statement because
  of section 1012D of the Corporations Act
  2001; or

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  an offer made under a disclosure document or a Product Disclosure
  Statement,

  



 


must not exceed five percent
(5%) of the total number of issued Common Shares in that class of shares of the
Company as at the time of the Offer.


 


9.            LODGING OF OFFER DOCUMENTS WITH ASIC


 


A copy of the Offer Document
(which need not contain details of the Offer particular to the Australian
Offeree such as the identity or entitlement of the Offeree) and each
accompanying document must be filed with ASIC no later than seven (7) days
after the first distribution of such documents to an Australian Offeree.


 


10.         COMPLIANCE WITH UNDERTAKINGS


 


The Company or an Australian
Subsidiary must comply with any undertaking required to be made in the Offer
Document including the undertaking to provide updated pricing information on
request.


 


 


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