Activision Blizzard (ATVI)

Equity Compensation and Stock Ownership Guidelines

        Our director compensation program is closely linked with stockholders' interests through the grant of equity incentive awards and the promulgation of stock ownership guidelines.

        Upon an unaffiliated director's initial election to our Board and re-election to our Board following each ten year period of continuous service, such director receives options to purchase 20,000 shares of our Common Stock and 10,000 restricted share units which vest in eight equal installments (on a quarterly basis for the two years following the date of grant, subject to continued service on our

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Board). In addition, upon the annual re-election of an unaffiliated director to our Board, such director receives options to purchase 10,000 shares of our Common Stock and 5,000 restricted share units which vest in four equal installments (on a quarterly basis for the year following the date of grant, subject to continued service on our Board). Pursuant to our corporate governance term sheet adopted in connection with the settlement of litigation in July 2008, all directors are required to retain any shares of our Common Stock that they receive as a part of their annual director compensation for a period of eighteen months after the date of grant or receipt.

        Pursuant to our director compensation program, each non-employee director (including an affiliated director) is required, within four years following his or her first election to our Board, to own shares of our Common Stock (including any restricted shares of Common Stock) or restricted share units having an aggregate value at least equal to three times the amount of the annual cash retainer that we then pay such director for service on our Board. The value of shares owned by the director is calculated at the beginning of each year based on the higher of the actual cost of the shares or their fair market value at that time. Non-employee directors are subject to these guidelines for as long as they continue to serve on our Board. Our Board's policies in this area are intended to further align service as a director of Activision Blizzard and the enhancement of stockholder value. As of December 31, 2008, each of our non-employee directors who, as of such date, had been a member of our Board for four or more years was in compliance with these guidelines.

        In addition, in accordance with our corporate governance term sheet adopted in connection with the settlement of litigation in July 2008, each of our directors is required, within a period ending on the later of (1) January 28, 2009 and (2) eighteen months following the director's initial election to our Board, to acquire no less than 7,000 shares of our Common Stock. The shares may be purchased on the open market or may be granted as part of director compensation (including shares underlying restricted share units). As of December 31, 2008, each of our directors who, as of such date, had been a member of our Board for 18 or more months was in compliance with these guidelines.

        As noted above, our Bylaws require that we provide each Vivendi Director with the equity needed to satisfy any stock ownership requirements for directors. In furtherance of this requirement, on July 21, 2008, our Board granted each such director an award of 10,000 restricted share units. The restricted share units vest in four equal installments (on a quarterly basis for the year following the date of grant, subject to continued service on our Board).

Equity Compensation and Stock Ownership Guidelines

        The Company's director compensation program is closely linked with stockholders' interests through the grant of equity incentive awards and the promulgation of stock ownership guidelines.

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        Pursuant to the program adopted on September 27, 2007, upon an unaffiliated director's initial election to the Board and upon an unaffiliated director's re-election to the Board following each ten year period of continuous service, such director shall receive options to purchase 20,000 shares of Common Stock and 10,000 restricted share units which vest in eight equal installments (on a quarterly basis for the two years following the date of grant, subject to continued service on the Board). In addition, upon the annual re-election of an unaffiliated director to the Board, such director shall receive options to purchase 10,000 shares of Common Stock and 5,000 restricted share units which vest in four equal installments (on a quarterly basis for the year following the date of grant, subject to continued service on the Board). In accordance with the revised director compensation program adopted on July 16, 2008, each unaffiliated director received his "annual re-election" grant on July 21, 2008 and will not be eligible for such grant in connection with the Annual Meeting.

        Each director (including the unaffiliated directors) is required, within four years following his or her first election to the Board, to own shares of Common Stock (including any restricted shares of Common Stock) or restricted share units having an aggregate value at least equal to three times the amount of the annual cash retainer that the Company then pays such directors for service on the Board. The value of shares owned by the unaffiliated director will be calculated at the beginning of each fiscal year and will be based on the higher of the actual cost of the shares or their fair market value at that time. Directors are subject to these guidelines for as long as they continue to serve on the Board. The Board's policies in this area are intended to further align service as a director of the Company and the enhancement of stockholder value. As of March 31, 2008, all directors were in compliance with these guidelines.

        As required by the Bylaws, in order to provide each Vivendi Director with the equity needed to satisfy such ownership requirement, the Board granted each such director an award of 5,000 restricted share units on July 21, 2008. The restricted share units vest in four equal installments (on a quarterly basis for the year following the date of grant, subject to continued service on the Board).