Activision Blizzard (ATVI)

Board will have direct access to the Trading Compliance Committee, including the opportunity to meet with the Trading Compliance Committee outside the presence of any other member of management.  At least once yearly, the outside director members of the Board will receive a report from the Trading Compliance Committee outside the presence of any other members of management.  In addition to the above:

(a)           The Trading Compliance Committee shall be responsible for pre-clearing in writing all transactions by the Company’s directors or those employees subject to §16 (hereinafter “Restricted Persons”) of the Securities Exchange Act.

(b)           The Company will acquire shares of its stock through Company-funded open market stock buy-backs only in accordance with an authorization adopted by a majority of the outside (non-management) directors (“buy-back program”).  Sales of stock by Restricted Persons while the authorization is in effect shall be limited to either (1) sales pursuant to a Rule 10b5-1 trading plan approved by the Trading Compliance Committee (or its functional equivalent before such time as the Trading Compliance Committee is created), or (2) sales pre-approved, in writing, by the Trading Compliance Committee (or its functional equivalent before such time as the Trading Compliance Committee is created).  Such pre-approval shall expressly consider the impact and timing of open-market buy-backs by the Company authorized or made under such buy-back program in considering whether to approve the proposed sale by any Restricted Persons.

2.             The Board (by and through the Trading Compliance Committee if the Board deems appropriate) shall implement a strict policy regarding stock sales by Restricted Persons to eliminate the possibility of future management abuse.  This policy shall go beyond the requirement that all stock sales that are subject to “10b5-1” trading plans comply with the requirements of Rule 10b5-1.  Failure to comply with the Company’s trading policy shall result in appropriate sanctions, including, as appropriate, disgorgement by the individual to the Company of all profits from the transaction or termination.

3.             No Restricted Person shall directly or indirectly “short” Activision stock or engage in “put” or call transactions involving the Company’s stock.

Board will have direct access to the Trading
Compliance Committee, including the opportunity to meet with the Trading
Compliance Committee outside the presence of any other member of
management.  At least once yearly, the
outside director members of the Board will receive a report from the Trading Compliance
Committee outside the presence of any other members of management.  In addition to the above:

(a)           The Trading Compliance Committee shall be responsible
for pre-clearing in writing all transactions by the Company’s directors or
those employees subject to §16 (hereinafter “Restricted Persons”) of the Securities Exchange Act.

(b)           The
Company will acquire shares of its stock through Company-funded open market
stock buy-backs only in accordance with an authorization adopted by a majority
of the outside (non-management) directors (“buy-back program”).  Sales of
stock by Restricted Persons while the authorization is in effect shall be
limited to either (1) sales pursuant to a Rule 10b5-1 trading plan
approved by the Trading Compliance Committee (or its functional equivalent
before such time as the Trading Compliance Committee is created), or (2) sales
pre-approved, in writing, by the Trading Compliance Committee (or its
functional equivalent before such time as the Trading Compliance Committee is
created).  Such pre-approval shall
expressly consider the impact and timing of open-market buy-backs by the
Company authorized or made under such buy-back program in considering whether
to approve the proposed sale by any Restricted Persons.

2.             The Board (by and through the Trading Compliance
Committee if the Board deems appropriate) shall implement a strict policy
regarding stock sales by Restricted Persons to eliminate the possibility of future management abuse.  This policy shall go beyond the requirement
that all stock sales that are subject to “10b5-1” trading plans comply with the
requirements of Rule 10b5-1. 
Failure to comply with the Company’s trading policy shall result in
appropriate sanctions, including, as appropriate, disgorgement by the
individual to the Company of all profits from the transaction or termination.

3.             No Restricted Person shall directly or indirectly “short” Activision stock or engage in “put”
or call transactions involving the Company’s stock.

In re Activision, Inc. Shareholder Derivative Litigation, C.D. Cal. Case No. CV-06-4771 MRP (JTLx);

In re Activision Shareholder Derivative Litigation, L.A.S.C. Case No. SC090343

Exhibit A to Stipulation of Settlement

report from the Trading Compliance Committee outside the presence of any other members of management.  In addition to the above:

(a)                               The Trading Compliance Committee shall be responsible for pre-clearing in writing all transactions by the Company’s directors or those employees subject to §16 (hereinafter “Restricted Persons”) of the Securities Exchange Act.

(b)                              During any period while the Company is actively acquiring shares through a Company-funded open market stock buy-back program, no Restricted Person shall be permitted to sell stock.

2.                                    The Board (by and through the Trading Compliance Committee if the Board deems appropriate) shall implement a strict policy regarding stock sales by Restricted Persons to eliminate the possibility of future management abuse.  This policy shall go beyond the requirement that all stock sales that are subject to “10b5-1” trading plans comply with the requirements of Rule 10b5-1.  Failure to comply with the Company’s trading policy shall result in appropriate sanctions, including, as appropriate, disgorgement by the individual to the Company of all profits from the transaction or termination.

3.                                    No Restricted Person shall directly or indirectly “short” Activision stock or engage in “put” or call transactions involving the Company’s stock.

In re Activision, Inc. Shareholder Derivative
Litigation, C.D. Cal. Case No. CV-06-4771 MRP (JTLx);

In re Activision Shareholder Derivative Litigation, L.A.S.C. Case No. SC090343

Exhibit A
to Stipulation of Settlement

report from the Trading Compliance
Committee outside the presence of any other members of management.  In addition to the above:

(a)                               The Trading Compliance
Committee shall be responsible for pre-clearing in writing all transactions by
the Company’s directors or those employees subject to §16 (hereinafter “Restricted Persons”) of the Securities Exchange Act.

(b)                              During any period while the Company is actively
acquiring shares through a Company-funded open
market stock buy-back program, no Restricted Person shall be permitted to sell stock.

2.                                    The Board (by and
through the Trading Compliance Committee if the Board deems appropriate) shall
implement a strict policy regarding stock sales by Restricted Persons to
eliminate the possibility of future management abuse.  This policy shall go beyond the requirement
that all stock sales that are subject to “10b5-1” trading plans comply with the
requirements of Rule 10b5-1. 
Failure to comply with the Company’s trading policy shall result in
appropriate sanctions, including, as appropriate, disgorgement by the
individual to the Company of all profits from the transaction or termination.

3.                                    No Restricted Person shall directly or indirectly “short” Activision stock or engage in “put”
or call transactions involving the Company’s stock.