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This excerpt taken from the ATVI 10-Q filed Aug 4, 2005. Grant and Exercise. The
Committee may provide share appreciation rights (i) in conjunction with
all or part of any Option granted under the Plan or at any subsequent time
during the term of such Option (a Related SAR) or (ii) without regard to
any Option or other Award (a Freestanding SAR; Related SARs and Freestanding SARs are
referred to collectively herein as share appreciation rights), in each case
upon such terms and conditions as the Committee may establish, subject to Section 5.3,
below, including the right to receive Shares as determined by the Committee in
its sole discretion. Subject to Section 9.13
below, (i) share appreciation rights may be granted only if Shares are
traded on an established securities market at the date of grant, and (ii) share
appreciation rights granted under this Plan shall be payable only in Shares.
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