Amendment #1 to the Employment Agreement Between Christopher Walther and Activision Blizzard, Inc.

Extension Option will be effective and will no longer be subject to the Extension Condition.  Both parties acknowledge and agree that Paragraph 8(c) remains effective in this event.

(ii)          In the event that Employee is not willing to accept the Contract Extension, then the parties may enter into negotiations for a new employment agreement and such negotiations must be concluded by September 30, 2015.  During the contract negotiations, both parties acknowledge and agree that Paragraph 8(c) remains effective in this event, subject to the subsections below.

i.                  If the parties agree to a new employment agreement prior to September 30, 2015, and the Extension Condition is satisfied, then the new employment agreement will not go into effect and instead the exercise of the Extension Option will become effective.  Both parties agree that beginning six (6) months prior to the Expiration Date (as established via the exercise of the Extension Option), the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, pursuant to Paragraph 8(c) in this event.

ii.               If the parties agree to a new employment agreement prior to September 30, 2015 and the Extension Condition is not satisfied, then the new employment agreement will go into effect.  Both parties agree that beginning six (6) months prior to the Expiration Date (as established via the new employment agreement) the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, pursuant to Paragraph 8(c) in this event.

iii.            If the parties do not agree to a new employment agreement prior to the September 30, 2015, beginning October 1, 2015, the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, pursuant to Paragraph 8(c) in this event.  Moreover, if the Extension Condition is satisfied, then the parties agree that the exercise of the Extension Option will only become effective at Employer’s discretion.  Employer will notify Employee of such decision in writing on March 31, 2016, once it is determined whether the Extension Condition is satisfied.

1.              Should Employer opt to enforce the exercise of the Extension Option, then the parties agree that it will take effect immediately.

2.              Should Employer opt not to enforce the exercise of the Extension Option, then the Employment Agreement will expire on the Expiration Date and Employee’s employment will become at-will, unless the parties agree otherwise in writing.

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iv.           If the parties do not agree to a new employment agreement prior to the September 30, 2015, and the Extension Condition is not satisfied, then the Employment Agreement will expire on the Expiration Date and Employee’s employment will become at-will, unless the parties agree otherwise in writing.  In addition, both parties agree that, effective October 1, 2015, the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, pursuant to Paragraph 8(c) in this event.

(iii)       For clarity, the parties acknowledge and agree that in the event that Employer does not exercise the Extension Option by July 1, 2015, then Employer must either:

i.                  Notify Employee by September 30, 2015, that Employer intends to terminate Employee’s employment as of the Expiration Date.  In addition, both parties recognize that beginning October 1, 2015, the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, pursuant to Paragraph 8(c) in this event; or;

ii.               Notify Employee by September 30, 2015, that (x) Employer does not intend to terminate his employment as of the Expiration Date and (y) Employer may enter into negotiations for a new employment agreement with Employee thereafter.  In addition, both parties recognize that beginning October 1, 2015, the Employee may negotiate for employment with any entity or person outside of the Activision Blizzard Group, pursuant to Paragraph 8(c) in this event.  Should contract negotiations fail to produce a new employment agreement prior to the Expiration Date, nothing in this provision precludes the Employer and Employee from continuing the employment relationship thereafter at will.

(iv)      Notwithstanding the above, and for clarity, the parties agree that at any point in time the parties may enter into negotiations for a new employment agreement with each other at any time.

2.                                      Term of Employment:  In Paragraph 1(b), the paragraph shall now read as follows:  “You and the Employer each agree to provide the other with at least six (6) months’ notice of any intent not to continue your employment following the Expiration Date, except as otherwise provided for in Paragraph 1(a).  If your employment continues beyond the Expiration Date, you shall be an at-will employee whose employment may be terminated by either party to this Agreement at any time for any reason.”

3.                                      Compensation:  In Paragraph 2(b), the first sentence shall now read:  “You shall receive an annual base salary (“Base Salary”) of $630,000, which shall be paid in accordance with the Employer’s payroll policies and which shall be made retroactively effective to June 1, 2013.”