Activision Blizzard (ATVI)

Compensation Committee

        You can access the written charter that describes the Compensation Committee's composition and responsibilities on our web site at http://investor.activision.com/documents.cfm.

        With respect to membership on the Compensation Committee, the charter currently provides that the committee must have at least three members, at least two of whom must be:

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"non-employee directors" as defined in Rule 16b-3 under the Exchange Act;



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"outside directors" as defined under Section 162(m) of the Internal Revenue Code; and



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"independent directors" under the NASDAQ Marketplace Rules.

        Furthermore, in accordance with our Bylaws, provided that Vivendi's voting interest does not fall and remain below 50% for a period of 90 consecutive days, the Compensation Committee must include at least one Independent Director and have a majority of Vivendi Directors, and the chairperson of the committee must be a Vivendi Director. If Vivendi's voting interest falls and remains below 50% for a period of 90 consecutive days but does not fall and remain below 10% for a period of 90 consecutive days, then the Compensation Committee will include at least a number of Vivendi Directors proportional to Vivendi's voting interest.

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Table of Contents

        From April 1, 2008 until July 9, 2008, the members of the Compensation Committee were Mr. Morgado (Chairperson), Ms. Isgur and Mr. Nolan. Since July 9, 2008, the members of the Compensation Committee have been Messrs. Lévy (Chairperson), Corti, Crépin, Morgado and Pénisson. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, Messrs. Corti and Morgado are both non-employee directors as defined in Rule 16b-3 under the Exchange Act, outside directors as defined under Section 162(m) of the Internal Revenue Code and independent directors under the NASDAQ Marketplace Rules, and Messrs. Lévy and Crépin are outside directors. In addition, Ms. Isgur and Mr. Nolan were independent directors, non-employee directors and outside directors during their service on the Compensation Committee.

        The Compensation Committee discharges our Board's responsibilities relating to compensation paid to our directors and executive officers and evaluates and makes recommendations to our Board regarding compensation under our equity incentive plans and other compensation policies, programs, agreements and arrangements. See "Executive Compensation—Compensation Discussion and Analysis—Decision Making Approach to Executive Compensation—Scope of Authority of the Compensation Committee" below for a description of the Compensation Committee's responsibilities.

        The Compensation Committee may delegate its authority and duties to subcommittees, individual committee members, or management, as it deems appropriate in accordance with applicable laws, rules and regulations, provided that no subcommittee shall consist of fewer than two members. See "—Compensation Subcommittees for the Approval of Certain Awards" below for a description of the two subcommittees currently maintained by the Compensation Committee. As further described in "Executive Compensation—Compensation Discussion and Analysis," the Compensation Committee consults with management in formulating compensation plans, but ultimately the Compensation Committee exercises independent judgment in establishing our executive compensation program.

        The Compensation Committee's charter authorizes it to engage independent counsel or other consultants or advisors, including compensation consultants, to advise the Compensation Committee with respect to amounts or forms of director compensation and benefits and employee and executive compensation and benefits.

        The Compensation Committee met 10 times during the nine month period ended December 31, 2008.

        For additional information regarding the Compensation Committee, see "Executive Compensation—Compensation Discussion and Analysis" below.

Compensation Committee

        In connection with the Combination, on July 28, 2008, the Board amended the formal charter that describes the Compensation Committee's composition and responsibilities. You can access the Compensation Committee's charter, as amended, on the Company's web site at http://investor.activision.com/documents.cfm.

        The charter provides that the Compensation Committee must have at least three members, at least two of whom must be:

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"nonemployee directors" as defined in Rule 16b-3 under the Exchange Act;



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"outside directors" as defined under Section 162(m) of the Code; and



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independent directors.

So long as the Company continues to qualify for the "controlled company" exemption under the NASDAQ Marketplace Rules, the Compensation Committee will be exempt from the requirement that all of its members be independent directors.

        Furthermore, in accordance with the Bylaws, provided that Vivendi's voting interest does not fall and remain below 50% for a period of 90 consecutive days, the Compensation Committee will include at least one Independent Director and have a majority of Vivendi Directors, and the chairperson of the committee will be a Vivendi Director. If Vivendi's voting interest falls and remains below 50% for a period of 90 consecutive days but does not fall and remain below 10% for a period of 90 consecutive days, then the Compensation Committee will include at least a number of Vivendi Directors proportional to Vivendi's voting interest.

        The Compensation Committee discharges the Board's responsibilities relating to compensation paid to the Company's directors and executive officers and evaluates and makes recommendations to the Board regarding compensation under the Company's equity incentive plans and other compensation policies, programs, agreements and arrangements. The Compensation Committee's responsibilities include, among others:

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reviewing and approving all compensation programs applicable to executive officers of the Company and its subsidiaries, including base salaries, bonuses, annual and long-term incentive compensation, equity-based compensation, perquisites and retirement benefits;



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in consultation with senior management, establishing, reviewing and evaluating the long-term strategy of employee compensation and the forms of equity, incentive and other compensation paid by the Company and its subsidiaries;

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reviewing and approving corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of those goals and objectives, and determining the compensation of the Chief Executive Officer based on this evaluation;



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annually reviewing the compensation payable to the Company's directors and recommending modifications to the Board;



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exercising all authority of the Board under the Company's and its subsidiaries' long-term incentive or equity compensation plans, programs and arrangements and administering such plans;



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reviewing and approving all new and amended employment, consulting, retirement, severance, change-in-control and similar plans, programs, agreements and arrangements applicable to any current or former executive officer of the Company or its subsidiaries;



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overseeing the Company's policies on structuring compensation programs for executive officers to preserve tax deductibility; and



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reviewing and discussing with management the compensation-related disclosure included in the Company's Proxy Statement and annual report on Form 10-K, including without limitation, the "Compensation Discussion and Analysis," and recommending to the Board whether the Compensation Discussion and Analysis should be included in the Company's annual report on Form 10-K and, as applicable, the Company's Proxy Statement.

        The Compensation Committee may delegate its authority and duties to subcommittees, individual committee members, or management, as it deems appropriate in accordance with applicable laws, rules and regulations, provided that no subcommittee shall consist of fewer than two members. As further described in "Executive Compensation—Compensation Discussion and Analysis," the Compensation Committee consults with management in formulating compensation plans, but ultimately the Compensation Committee exercises independent judgment in establishing the Company's executive compensation program.

        The Compensation Committee's charter also authorizes it to engage compensation consultants with respect to amounts or forms of director compensation and benefits and employee and executive compensation and benefits, provided the committee notifies the Board that it has engaged or terminated such consultant at the next Board meeting. The Company annually consults outside surveys prepared by compensation specialists with respect to companies with comparable revenues, market capitalization, industry focus, number of employees and similar factors. These surveys include the Croner Entertainment Software Compensation Survey, Radford Executive Survey and Buck Consultants Total Direct Compensation Survey. These surveys help the Company understand the competitive market for the industries in which it competes for talent, including the gaming, media and consumer products sectors. In addition, in connection with the amendment and restatement of Mr. Kotick's employment agreement in December 2007, the Compensation Committee reviewed a peer-group analysis prepared by Frederic W. Cook & Co., Inc. ("Frederic Cook") with the goal of ensuring that the compensation and benefits provided to Mr. Kotick were in a competitive range for the marketplace for executive talent. See "Executive Compensation—Compensation Discussion and Analysis" below.

        The members of the Compensation Committee are Messrs. Lévy (Chairperson), Corti, Crépin, Morgado and Pénisson. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, the Board has determined that Messrs. Corti and Morgado are both "nonemployee directors" as defined in Rule 16b-3 under the Exchange Act and independent directors.

        The Compensation Committee meets at least twice per year.

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        For additional information regarding the Compensation Committee, see "Executive Compensation—Compensation Discussion and Analysis."

Compensation Committee

        In September 2002, the Board adopted a formal charter that describes the Compensation Committee's responsibilities and provides that all members of the Compensation Committee must meet the general independence criteria and must be a "non-employee director" as defined in the applicable

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rules of the SEC. The Compensation Committee's charter can be found on the Company's web site at http://investor.activision.com/documents.cfm.

        The Compensation Committee reviews and approves the compensation policies that are specifically applicable to senior executives of the Company and establishes the compensation guidelines which govern all other Company employees. The Compensation Committee's responsibilities include:

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reviewing and approving the compensation of the Chairman and Co-Chairman of the Company, the President of Activision Publishing and all executives that report directly to the President of Activision Publishing;



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reviewing and making recommendations to the Board regarding compensation programs and policies applicable to all directors;



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exercising oversight of general compensation practices;



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setting the annual guidelines for salary administration, merit awards and equity awards; and



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administering the Company's option and incentive plans and employee stock purchase plans.

        Pursuant to the Compensation Committee charter, the Compensation Committee is authorized to form a subcommittee, when appropriate, and delegate its responsibilities to such subcommittee, although it did not do either in fiscal 2007. As further described in "Executive Compensation—Compensation Discussion and Analysis," the Compensation Committee consults with management in formulating compensation plans, but ultimately the Compensation Committee exercises independent judgment in establishing the Company's executive compensation program. The Compensation Committee charter also authorizes the Compensation Committee to engage compensation consultants to assist in determining director and senior executive compensation. Although the Compensation Committee did not itself utilize outside consultants in fiscal 2007, the Compensation Committee considered and reviewed information provided by management, including the information supplied by Compensia, Inc., a compensation consultant hired by the Company to assist its senior management in analyzing certain aspects of executive compensation and making recommendations to the Compensation Committee regarding fiscal 2007 compensation, as described under "Executive Compensation—Compensation Discussion and Analysis."

        The Compensation Committee met eight times during fiscal 2007. The Compensation Committee reports regularly to the Board on its actions and recommendations.

        The members of the Compensation Committee are Mr. Morgado (Chairperson), Ms. Isgur and Mr. Nolan. The Board has determined that each member of the Compensation Committee meets the general independence criteria and is a "non-employee director" as defined in the applicable rules of the SEC. For additional information regarding the Compensation Committee, see "Executive Compensation—Compensation Discussion and Analysis."