Activision Blizzard (ATVI)

Employment Agreement with Ronald Doornink

        Mr. Doornink, a former executive officer of Activision Publishing, served as a senior advisor to Activision Publishing from January 1, 2006 until June 30, 2008, pursuant to an employment agreement approved by the Compensation Committee serving before consummation of the Combination. Under the agreement, Mr. Doornink provided advisory services to us and received an annual base salary of $250,000 and was eligible for an annual bonus as compensation for these services. He was also a member of our Board until the Combination was consummated on July 9, 2008, and received equity incentive awards as compensation for such service. See "Director Compensation" above.

        Mr. Doornink became a senior advisor to our Board on July 8, 2008 pursuant to an employment agreement with Activision Publishing approved by the Compensation Committee serving before consummation of the Combination. Under the agreement, Mr. Doornink receives an annual base salary of $250,000 as compensation for such services and is eligible for an annual discretionary bonus in the sole discretion of the Compensation Committee. In addition, Mr. Doornink is entitled to receive salary continuation payments if his employment is terminated without cause prior to the expiration of the term of his employment agreement. The initial term of his employment agreement expires on June 30, 2009 and will be automatically renewed for additional one-year terms unless either party gives at least 30 days notice of its intention not to renew. Mr. Doornink is also eligible to participate in all benefit plans applicable to executives. Pursuant to the agreement, on July 11, 2008, Mr. Doornink received a grant of 10,000 restricted share units and an option to purchase 20,000 shares of our Common Stock. Between April 1, 2008 (the first day of our last fiscal year) and December 31, 2008, we paid Mr. Doornink an aggregate of $192,308 in salary under his employment agreement.

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AUDIT COMMITTEE REPORT

        Management is responsible for our system of internal control over financial reporting. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for performing an independent audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States), and to issue a report thereon. The Audit Committee is responsible for overseeing management's conduct of the financial reporting process and our system of internal control over financial reporting.

        The Audit Committee has reviewed and discussed with both management and our independent registered public accounting firm all annual financial statements prior to their issuance. In connection with these reviews, management advised the Audit Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles, and reviewed significant accounting and disclosure issues with the Audit Committee. These reviews included discussion with the independent registered public accounting firm of matters required to be discussed pursuant to Public Company Accounting Oversight Board auditing standard AU 380, including the quality of our accounting principles, the reasonableness of significant judgments and the clarity of disclosure in the financial statements. The Audit Committee also discussed with our independent registered public accounting firm matters relating to such firm's independence, including a review of audit and non-audit fees and the written disclosures and letter from PricewaterhouseCoopers LLP to the Audit Committee as required by applicable requirements of the Public Company Accounting Oversight Board (Independence Discussions with Audit Committees).

        Taking all of these reviews and discussions into account, all of the Audit Committee members, whose names are listed below, recommended to our Board that it approve the inclusion of our audited financial statements in our annual report on Form 10-K for the period ended December 31, 2008 for filing with the SEC.

Employment Agreement with Ronald Doornink

        Mr. Doornink, a former executive officer of Activision Publishing, served as a senior advisor to Activision Publishing from January 1, 2006 until June 30, 2008, pursuant to an employment agreement approved by the Compensation Committee in accordance with its charter. Under the agreement, Mr. Doornink provided advisory services to the Company and received an annual base salary of

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$250,000 and was eligible for an annual bonus as compensation for these services. He was also a member of the Company's Board of Directors until the Combination was consummated on July 9, 2008, and received equity incentive awards as compensation for such service. See "Director Compensation" above.

        Mr. Doornink became a senior advisor to the Company's Board of Directors on July 8, 2008 pursuant to an employment agreement with Activision Publishing and will receive an annual base salary of $250,000 as compensation for such services. In addition, Mr. Doornink is entitled to receive salary continuation payments if his employment is terminated without cause prior to the expiration of the term of the agreement (on June 30, 2009). Mr. Doornink is also eligible to participate in all benefit plans applicable to executives. Pursuant to the agreement, on July 11, 2008, Mr. Doornink received a grant of 5,000 restricted share units and an option to purchase 10,000 shares of Common Stock.

        This agreement was approved by the Compensation Committee in accordance with its charter.

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COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included under "Executive Compensation—Compensation Discussion and Analysis" above. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in this Proxy Statement and also incorporated by reference into the Company's Annual Report on Form 10-K for fiscal 2008.