Activision Blizzard (ATVI)

Options and Stock Ownership Guidelines

        The Company's compensation plan for non-employee directors is closely linked with Stockholders' interests through the grant of options and the promulgation of stock ownership guidelines. Currently,

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(1) upon a non-employee director's initial election to the Board, such director receives a grant of options to purchase 30,000 shares of Common Stock and (2) at each subsequent re-election to the Board, a non-employee director receives options to purchase 12,500 shares of Common Stock for service to the Company, all of which vest ratably every six months over a two-year period.

        Each non-employee director is required, within four years following his or her first election to the Board, to own shares of Common Stock having a 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 non-employee 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. Non-employee 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 strengthen the alignment between service as a director of the Company and the enhancement of stockholder value.