Exhibit
10.18


 


AUSTRALIAN
ADDENDUM


 


ACTIVISION,
INC.


SECOND
AMENDED AND RESTATED


2002
EMPLOYEE STOCK PURCHASE PLAN


FOR
INTERNATIONAL EMPLOYEES, AS AMENDED


 


	
  1.

  	
  PURPOSE

  



 


This addendum
(the “Australian Addendum”) to the Activision, Inc.
Second Amended and Restated 2002 Employee Stock Purchase Plan for International
Employees, as amended (the “Activision International
Plan”) has been or will be adopted1 to  set forth certain rules which,
together with those provisions of the Activision International Plan which are
supplemented by this Australian Addendum, will:


 


	
  (a)

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

  
	
   

  	
   

  
	
  (b)

  	
  ensure compliance of the 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 International Plan, these provisions shall prevail.


 


	
  2.

  	
  DEFINITIONS

  



 


Except as set out below, capitalized terms used herein
shall have the meanings given to such terms in the Activision International
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 ADI” means an Australian
authorized deposit-taking institution which is regulated by the Australian
Prudential Regulation Authority under the Australian Banking Act;


 






1 The Company may
adopt the Australian Addendum after the Offer date, but undertakes to adopt the
Australian Addendum prior to the beginning of the Offering Period to which the
Offer relates.  In the unlikely event
that the Australian Addendum is not adopted prior to the beginning of the
Offering Period, the Offer will be rescinded and Australian Offerees will not
be entitled to participate in the Plan with respect to the Offering Period to
which the Offer relates.


 


 


-1-













 


“Australian  Offeree” means any person to whom an offer
or invitation of shares of Stock is made in Australia under the Plan;


 


“Australian Participant”  means
an Australian Offeree who has accepted an Offer (as defined below) to
participate in the Plan;


 


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


 


 “Contributions” means contributions made by
an Australian Participant from his or her Compensation to participate in the
Plan;


 


“Offer” means an offer made in
Australia to Australian Offerees to purchase shares of Stock under the terms of
the Plan; and


 


“Plan” means the Activision International 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 rights to purchase shares of Stock under
the Plan.  The rights to purchase shares
of Stock 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 of the Company or an Australian
Subsidiary and who meet the eligibility requirements of the Plan.


 


	
  5.

  	
  AUSTRALIAN
  OFFER DOCUMENT

  
	
   

  	
   

  
	
  5.1

  	
  Copy of Plan

  



 


Any
Offer made in Australia to participate in the Plan must be in writing (the “Offer Document”) which sets out the terms of the Offer and
must include or be accompanied by a copy of the rules of the Plan (or a
summary thereof).  Where a summary of the
Plan is provided with the Offer, the Offer Document must include an undertaking
that, during the Offering Period, 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 Plan,
without charge.  The Company must take
reasonable steps to ensure that any Australian Offeree is given a copy of the
Offer Document.


 


	
  5.2

  	
  Employee
  Contributions to Be Held In Trust with Australian ADI

  



 


The
Offer Document must also state:


 


	
  (a)

  	
  the Australian ADI where
  Contributions are held;

  



 


 


-2-













 


	
  (b)

  	
  the length of time Contributions may be held;
  and

  
	
   

  	
   

  
	
  (c)

  	
  the rate of interest payable (if any) on the
  Contributions held in the account.

  



 


	
  5.3

  	
  Australian Dollar Equivalent of Purchase Price

  



 


The
Offer Document must specify the Australian dollar equivalent of the Purchase Price
were the Purchase Price formula applied at the date of the Offer.


 


	
  5.4

  	
  Updated Purchase Price 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 Offering 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 Fair Market Value of the shares
  of Stock offered under the Plan; and

  
	
   

  	
   

  
	
  (b)

  	
  the
  Australian dollar equivalent of the Purchase Price if the Purchase Price
  formula were applied at the date of the Australian Offeree’s request.

  



 


For
the purposes of this clause 5.4 and as defined in Section 1(i) of the
Activision
International Plan, the current Fair Market Value of the
shares of Stock generally shall be equal to the price at which such Stock was last
traded on the Nasdaq Global Select Market (or the stock exchange on which the Stock
is listed and traded) on the applicable date, as reported in The Wall Street Journal or as reported directly to the
Company by Nasdaq or another stock exchange. 
 Please note that for Australian
tax purposes, market value is defined differently than Fair Market Value, as
described in the applicable Offer Document.


 


	
  5.5

  	
  Exchange Rate for Australian Dollar Equivalent of
  Purchase Price

  



 


For
the purpose of calculating the Purchase Price in Australian dollars, 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.


 


	
  6.

  	
  NO LOAN OR FINANCIAL ASSISTANCE

  



 


Neither
the Company, nor any Associated Body Corporate, may offer Australian
Participants any loan or other financial assistance for the purpose of, or in
connection with, the acquisition of the shares of Stock to which the Offer
relates.


 


	
  7.

  	
  RESTRICTION ON CAPITAL RAISING: 5% LIMIT

  



 


In the case of
any Offer that will involve the issue of shares of Stock or a right to purchase
or receive shares of Stock, the number of shares of Stock that are the subject
of the Offer under the Plan, or to be purchased pursuant to the Plan, when
aggregated with:


 


 


-3-













 


	
  (a)

  	
  the number of shares of Stock in the same class
  which would be issued to Australian Offerees were each outstanding Offer of
  shares of Stock or rights to purchase shares of Stock under the 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 shares of Stock in the same class
  issued during the previous five (5) years pursuant to the Plan or any
  other employee share scheme extended only to employees or directors of the
  Company or any Associated Body Corporate of the Company,

  



 


but not
including any Offer made or shares of Stock 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 shares of Stock in that class
of shares of the Company as at the time of the Offer.


 


	
  8.

  	
  LODGING OF OFFER DOCUMENT 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.


 


	
  9.

  	
  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.


 


	
  10. 

  	
  CONTRIBUTION PLAN

  



 


All Contributions must be
authorised by the Australian  Offeree on the same form of agreement
which is used in respect of the Offer or on a form which is included in or
accompanies the Offer Document.


 


 


-4-













 


Any Contributions must, prior
to being used to purchase shares of Stock, be held by the Company in trust for
the Australian Participant in an account of an Australian ADI which is
established and kept by the Company solely for the purpose of depositing the
Contributions.


 


An Australian Participant may withdraw from participation
in the Plan at any time and, as soon as practicable after such withdrawal, all
money deposited with the Australian ADI in relation to that Australian Participant must be repaid to that Australian
Participant.  However, a withdrawal during
the period commencing twenty (20) days before the end of each six (6) month
Accumulation Period shall not be effective until the commencement of the next Accumulation
Period.


 


*          *          *          *          *


 


 


-5-