Exhibit 10.24


 


Approved by the Compensation Committee

of the Board of Directors on November 12, 2008


 


AUSTRALIAN
ADDENDUM


 


AMENDED AND RESTATED


ACTIVISION BLIZZARD, INC.


2008 INCENTIVE PLAN


 


1.                                      PURPOSE


 


This addendum
(the “Australian Addendum”) to the Amended and Restated Activision Blizzard, Inc.
2008 Incentive Plan (the “Activision
Blizzard Incentive Plan”) is adopted to set forth certain rules which,
together with those provisions of the Activision Blizzard 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 Blizzard 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 Blizzard 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
Blizzard Incentive Plan;


 


“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 Blizzard 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 Blizzard 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.


 


2

















 


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.


 


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
Blizzard 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 


 


3





















 


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 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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