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ATVI » Topics » Importance of Stockholder Approval

This excerpt taken from the ATVI DEF 14A filed Jul 29, 2008.

Importance of Stockholder Approval

        Stockholder approval of the 2008 Plan is necessary in order for the Company to (1) meet the stockholder approval requirements of the NASDAQ Stock Market ("NASDAQ"), (2) take tax

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deductions for certain compensation resulting from awards granted thereunder qualifying as performance-based compensation under Section 162(m) of the Internal Revenue Code, as amended (the "Code") and (3) grant incentive stock options ("ISOs") thereunder.

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