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This excerpt taken from the ATVI 10-Q filed Aug 4, 2005. Limitations on Grants to Individual Participant. Subject to adjustments pursuant to
the provisions of Section 7.6 hereof, and unless and until the Committee
determines that an Award to a Covered Employee shall not be designed to qualify
as a Performance-Based Award (as defined in Article 8, below), the
following limits (each an “Annual Award Limit” and, collectively, “Annual Award
Limits”) shall apply to grants of such Awards under the Plan:
(a) Options: The maximum aggregate number of Shares subject to Options granted in any one fiscal year of the Company (a “Fiscal Year”) to any one Participant shall be 1,500,000 Shares.
(b) SARs: The maximum number of Shares subject to share appreciation rights granted in any one Fiscal Year to any one Participant shall be 1,500,000 Shares.
(c) Restricted Shares or Restricted Share Units: The maximum aggregate grant with respect to Awards of Restricted Shares or Restricted Share Units in any one Fiscal Year to any one Participant shall be 1,500,000.
(d) Performance-Based Awards: The maximum aggregate Award of Performance-Based Awards (other than Options or share appreciation rights) that any one
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Participant may receive in any one Fiscal Year shall be 1,500,000 Shares (if such Award is payable in Shares), or equal to the value of 1,500,000 Shares. For this purpose, to the extent an Award is payable in cash or property other than Shares, then such Award shall be treated as payable in such number of Shares having a value equal to the value of the cash or property (other than Shares) payable under such Award, determined as of the earlier of the date of vesting or payout.
The above Annual Award Limits are intended to comply with Code Section 162(m) and the Treasury Regulations thereunder, and shall be applied and/or construed in such a way to ensure compliance with Code Section 162(m) and the Treasury Regulations thereunder.
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