Activision Blizzard (ATVI)

Approval of Certain Matters by the Board

        Prior to July 9, 2013, the approval of certain matters by the Board will require (in addition to any approval required by law) the affirmative vote of (a) a majority of the votes present or otherwise able to be cast at a meeting of the Board and (b) at least a majority of the Independent Directors.

        These matters include:

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the declaration and payment of any dividend on the Company's capital stock, provided that after July 9, 2009, this restriction will not apply if the Company's pro forma net debt, after giving effect to such dividend, does not exceed $400 million;



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changing the Company's state of incorporation;



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any transaction or agreement between the Company or any of its subsidiaries, on the one hand, and Vivendi or any of Vivendi's controlled affiliates, on the other hand;



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any waiver of the provisions of Section 203 of the Delaware General Corporation Law with respect to any transaction involving Vivendi or any of Vivendi's controlled affiliates;



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any change in the Company's corporate name;



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any relocation of the Company's headquarters or principal offices to any location not in the Los Angeles, California area;



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subject to certain limited exceptions, the creation of any committee of the Board;



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provided that Vivendi's voting interest does not fall and remain below 50% for a period of 90 consecutive days, any increase in the size of the Board, except as otherwise required pursuant to the provisions relating to the composition of the Board outlined above; or



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the appointment or election of the Company's Chief Financial Officer.

Prior to July 9, 2011, the affirmative vote of (a) a majority of the votes present or otherwise able to be cast, and (b) at least a majority of the Independent Directors will be required for:

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the termination, with or without cause, of the Company's Chief Executive Officer; or



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in the event the Company's Chief Executive Officer resigns for "good reason" (as defined in the Chief Executive Officer's employment agreement), the appointment or election of a new Chief Executive Officer.

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Amendments to the Bylaws and Certificate of Incorporation