Activision Blizzard (ATVI)

Blizzard Equity Plan (“BEP”)

In 2006, Blizzard implemented the BEP, an equity incentive plan denominated in U.S. dollars. Under the BEP, restricted shares of Blizzard stock and other cash settled awards were granted to certain key executives and employees of Blizzard.

At March 31, 2009, unrecognized compensation expense under the BEP was $14 million which will be recognized over the following nine months. At March 31, 2009, accrued expenses and other liabilities in the Condensed Consolidated Balance Sheet included $74 million related to this plan.

Blizzard Equity Plan ("BEP")

        In 2006, Blizzard implemented the BEP, an equity incentive plan denominated in U.S. dollars. Under the BEP, restricted shares of Blizzard stock and other cash settled awards were granted to certain key executives and employees of Blizzard.

        Under the provisions of the BEP and the Business Combination Agreement, the consummation of the Business Combination is deemed a change in control, which automatically triggered cash payments to the beneficiaries for the portion of awards that were vested at the closing date of the Business

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Table of Contents

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

19. Stock-Based Compensation (Continued)

Combination. Upon closing of the Business Combination, we paid $107 million under the BEP to employees. The determination of the value of Blizzard shares upon a change in control is equal to the transaction value under the provisions of the BEP. The outstanding non-vested rights became immediately vested upon the closing of the Business Combination, cancelled and extinguished and converted into a new right to receive an amount in cash eighteen months after the closing upon the terms and subject to the conditions set forth in the BEP and in the Business Combination Agreement, including continued employment through the payment date. At December 31, 2008, other non-current liabilities in the Consolidated Balance Sheet include $70 million related to this plan. At December 31, 2007, Vivendi Games has recorded liabilities related to the BEP of $144 million as a component of accrued expenses and other liabilities in the Consolidated Balance Sheet.

Blizzard Equity Plan ("BEP")

        In 2006, Blizzard implemented the BEP, an equity incentive plan denominated in U.S. dollars. Under the BEP, restricted shares of
Blizzard stock and other cash settled awards were granted to certain key executives and employees of Blizzard.

        Under
the provisions of the BEP and the Business Combination Agreement, the consummation of the Business Combination is deemed a change in control, which automatically triggered cash
payments to the beneficiaries for the portion of awards that were vested at the closing date of the Business

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HREF="#bg18301a_main_toc">Table of Contents

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

19. Stock-Based Compensation (Continued)

Combination.
Upon closing of the Business Combination, we paid $107 million under the BEP to employees. The determination of the value of Blizzard shares upon a change in control is equal to
the transaction value under the provisions of the BEP. The outstanding non-vested rights became immediately vested upon the closing of the Business Combination, cancelled and extinguished
and converted into a new right to receive an amount in cash eighteen months after the closing upon the terms and subject to the conditions set forth in the BEP and in the Business Combination
Agreement, including continued employment through the payment date. At December 31, 2008, other non-current liabilities in the Consolidated Balance Sheet include $70 million
related to this plan. At December 31, 2007, Vivendi Games has recorded liabilities related to the BEP of $144 million as a component of accrued expenses and other liabilities in the
Consolidated Balance Sheet.