Exhibit 10.9


 


ADDENDUM NO. 1 TO

STOCK OPTION AGREEMENT


 


This Addendum No. 1 (“Addendum No 1”) to Stock Option Agreement signed effective as of October 3, 2005 (“Stock
Option Agreement”) is entered into effective June 1, 2006 (the “Effective
Date”) by and between Activision, Inc., a
Delaware corporation, 3100 Ocean Park Boulevard, Santa Monica, California 90405
(the “Company”), and Thomas Tippl (the
“Holder”).


 


Reference
is made to Paragraph 4 of the Stock Option Agreement which provides that of
200,000 Shares may be subject to accelerated vesting if Holder shall achieve
certain performance objectives during the Company’s fiscal years 2007, 2008 and
2009, respectively, to be mutually determined by Holder and the Company.


 


The parties wish to agree on the performance
objectives as such objectives shall be used by he Company to determine whether
the Holder shall be eligible to receive acceleration of his Shares during one
of the stated fiscal years as described in Paragraph 4.


 


Accordingly, in consideration of the foregoing, and
for good and valuable consideration the sufficiency of which is hereby
acknowledged, the Company and the Holder hereby agree to addend and thereby
clarify Paragraph 4 of the Stock Option Agreement as follows:


 


1.     If the Company achieves its
Fiscal 2007 Operating Income target as reflected in the Company Annual
Operating Plan for the Fiscal Year 2007, then 66,666 Shares will accelerate and
vest in May 2007 for achievement of such performance objective;


 


2.     If the Company achieves its
Fiscal 2008 Operating Income target as reflected in the Company Annual
Operating Plan for the Fiscal Year 2008, then 66,666 Shares will accelerate and
vest in May 2008 for achievement of such performance objective; and


 


3      If the Company achieves its
Fiscal 2009 Operating Income target as reflected in the Company Annual
Operating Plan for the Fiscal Year 2009, then 66,666 Shares will accelerate and
vest in May 2009 for achievement of such performance objective.


 


4.               The parties also agree that the sentence that
currently reads:


 


In
addition, pursuant to Paragraph 9(f)(iii)(1) of the Employment Agreement,
of the 440,000 Shares scheduled to vest on June 30,
2010, a pro rata (based upon the amount of time between the Issuance
Date and the date of the death of the Holder) portion of 400,000 Shares may be
subject to immediate vesting upon the death of the Holder


 


shall
be revised to read as follows in order to correct a typographical error in the
highlighted word:


 


In
addition, pursuant to Paragraph 9(f)(iii)(1) of the Employment Agreement,
of the 440,000 Shares scheduled to vest on October 3,
2010, a pro rata (based upon the amount of time between the Issuance
Date and the date of the death of the Holder) portion
of 400,000 Shares may be subject to immediate vesting upon the death of the
Holder.


 


5.               The parties agree that all other terms and
conditions contained in the Agreement shall remain in full force and effect.
All terms not defined otherwise in this Addendum No. 1 shall have the


 


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meaning
ascribed to them in the Agreement. If any term or provision of the Agreement is
contradictory’ to, or inconsistent with, any term or provision of this Addendum
No. 1, then the terms and provisions of this Addendum No. 1 shall in
all events control and such contradictory or inconsistent term or provision of
the Agreement shall be deemed null and void for purposes of this Addendum No. 1.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Addendum No. 1 to the Agreement on the date specified below


 


	
  Activision, Inc.

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ George Rose  

  	
   

  	
   

  	
  /s/ Thomas Tippl

  	
   

  
	
   

  	
  George Rose  

  	
   

  	
   

  	
  Thomas Tippl

  	
   

  
	
   

  	
  Sr. Vice President  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Business Affairs and

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  General Counsel

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
  6/16/06

  	
   

  	
   

  	
  Date: 

  	
  6/1/2006

  	
   

  
							



 


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