Activision Blizzard (ATVI)

discretionary compensation.  For purposes of this subsection, “Family Member” shall be defined as the spouse, parent, or child of the Independent Director.

(c)           is not affiliated with a not-for-profit entity that receives significant contributions from the Company; for purposes of this subsection, “significant contributions” shall be defined as an amount, whether in cash or in kind, that is the lesser of one (1) million dollars or five (5) percent of that entity’s annual contributions received during any period of twelve consecutive months within the three years preceding the determination of independence.

(d)           during any period of twelve consecutive months within the three years preceding the determination of independence, has not had any business relationship with the Company for which the Company has been required to make disclosure under Regulation S-K of the SEC, other than for service as a director or for which relationship no more than de minimis remuneration was received in any one such year; provided, however, that the need to disclose any relationship that existed prior to a director joining the Board shall not in and of itself render the director non-independent.  A director is deemed to have received remuneration (other than remuneration as a director, including remuneration provided to a non-executive Chairman of the Board, Committee Chairman, or Lead Director), directly or indirectly, if remuneration, other than de minimis remuneration, was paid by the Company or its subsidiaries, to any entity in which the director has a beneficial ownership interest of 10% percent or more, or to an entity by which the director is employed or self-employed other than as a director.  Remuneration is deemed de minimis remuneration if such remuneration is $50,000 or less in any calendar year, or if such remuneration is paid to an entity, it (i) did not for the calendar year exceed the lesser of one (1) million dollars, or five (5) percent of the gross revenues of the entity; and (ii) did not directly result in a material increase in the compensation received by the director from that entity.  And

(e)           is not employed as an executive officer by a public company at which an executive officer of the Company serves as a member of the Board of Directors.

2.             The undertakings described in section I.B.1 regarding the requirement that the Board be comprised of at least two-thirds independent directors shall be void, and of no further force or effect on the Company or its Board, should any of the following events occur, either before or after the dismissal of the above-referenced litigation:  (i) the sale or acquisition of all or substantially all of the assets of Activision, Inc.; (ii) a merger or other business combination in which Activision, Inc. is not the surviving entity; (iii) a “going private” or other transaction, whether by sale or issuance of securities through a tender offer, self-tender, or any other permissible transaction, the effect of which results in Activision, Inc. no longer being listed as a publicly-traded company on any National Exchange, such as NASDAQ; (iv) a transaction, whether by sale or issuance of securities, merger or other business combination or through a tender offer, self-tender, or any other permissible transaction, the effect of which  results in the a change of control of Activision, Inc., or Activision, Inc. becoming a “controlled company” as that terms is defined under applicable SEC or the rules of any National Exchange, such as NASDAQ; or (v) the delisting of Activision, Inc. from any National Exchange, such as NASDAQ.  Nothing in this section shall alter or eliminate the requirements set forth above in

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section I.B.1 above with respect to the criteria for independence of any directors required under law or the Nasdaq listing rules to be “independent”.

discretionary compensation.  For
purposes of this subsection, “Family Member” shall be defined as the spouse,
parent, or child of the Independent Director.

(c)           is not
affiliated with a not-for-profit entity that receives significant contributions
from the Company; for purposes of this subsection, “significant contributions”
shall be defined as an amount, whether in cash or in kind, that is the lesser
of one (1) million dollars or five (5) percent of that entity’s
annual contributions received during any period of twelve consecutive months
within the three years preceding the determination of independence.

(d)           during
any period of twelve consecutive months within the three years preceding the
determination of independence, has not had any business relationship with the
Company for which the Company has been required to make disclosure under
Regulation S-K of the SEC, other than for service as a director or for which
relationship no more than de minimis remuneration was received in any one such
year; provided, however, that the need to disclose any relationship that
existed prior to a director joining the Board shall not in and of itself render
the director non-independent.  A director
is deemed to have received remuneration (other than remuneration as a director,
including remuneration provided to a non-executive Chairman of the Board,
Committee Chairman, or Lead Director), directly or indirectly, if remuneration,
other than de minimis remuneration, was paid by the Company or its
subsidiaries, to any entity in which the director has a beneficial ownership
interest of 10% percent or more, or to an entity by which the director is
employed or self-employed other than as a director.  Remuneration is deemed de minimis
remuneration if such remuneration is $50,000 or less in any calendar year, or
if such remuneration is paid to an entity, it (i) did not for the calendar
year exceed the lesser of one (1) million dollars, or five (5) percent
of the gross revenues of the entity; and (ii) did not directly result in a
material increase in the compensation received by the director from that
entity.  And

(e)           is not
employed as an executive officer by a public company at which an executive
officer of the Company serves as a member of the Board of Directors.

2.             The undertakings described in section
I.B.1 regarding the requirement that the Board be comprised of at least
two-thirds independent directors shall be void, and of no further force or
effect on the Company or its Board, should any of the following events occur,
either before or after the dismissal of the above-referenced litigation:  (i) the sale or acquisition of all or
substantially all of the assets of Activision, Inc.; (ii) a merger or
other business combination in which Activision, Inc. is not the surviving
entity; (iii) a “going private” or other transaction, whether by sale or
issuance of securities through a tender offer, self-tender, or any other
permissible transaction, the effect of which results in Activision, Inc.
no longer being listed as a publicly-traded company on any National Exchange,
such as NASDAQ; (iv) a transaction, whether by sale or issuance of
securities, merger or other business combination or through a tender offer,
self-tender, or any other permissible transaction, the effect of which  results in the a change of control of
Activision, Inc., or Activision, Inc. becoming a “controlled company”
as that terms is defined under applicable SEC or the rules of any National
Exchange, such as NASDAQ; or (v) the delisting of Activision, Inc.
from any National Exchange, such as NASDAQ. 
Nothing in this section shall alter or eliminate the requirements set
forth above in

3

section I.B.1 above with respect to the criteria for independence of
any directors required under law or the Nasdaq listing rules to be “independent”.