Activision Blizzard (ATVI)

employment.  Any future cash and existing incentive plans shall be construed such that the vesting and award of all cash and equity incentives are based on clearly identified performances metrics and targets, including continued employment.

5.             In the event the Company files an Earnings Restatement because of misconduct by a Section 16 officer (“the Affected Officer”) resulting in Material Noncompliance with financial reporting requirements under the securities laws (“Material Noncompliance” is defined as fraud or intentional failure to comply with any material reporting requirements for the presentation of the financial results of the Company in a public filing with the Securities and Exchange Commission), which the Audit Committee in its sole discretion determines to be significant, the Audit Committee shall recommend to the board that Activision recover a portion of performance-based compensation, including bonuses and long term incentive awards, made to the Affected Officer(s) during the restatement period.  The amount recommended to be recovered from an Affected Officer under this policy shall be up to the amount by which the performance-based compensation exceeded the amount that would have been payable to such Affected Officer had the financial statements been initially filed as restated.  This amount shall be reduced by any amounts otherwise sought to be recovered from such Affected Officer in connection with such Material Noncompliance pursuant to any other policy, statute or rule, including without limitation any recoveries sought under Section 304 of the Sarbanes Oxley Act of 2002.

The Audit Committee may recommend recovery of different amounts from different Affected Officers on such basis it shall deem appropriate.  Such recommendation shall include a recommendation as to whether Activision should effect any such recovery (i) by seeking repayment from the participant; (ii) by reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement) the amount that would otherwise be payable to the Affected Officer under any compensatory plan, program or arrangement maintained by the Company  (iii) by withholding (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement) payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices, or (iv) by any combination of the foregoing or otherwise.

employment. 
Any future cash and existing incentive plans shall be construed such that
the vesting and award of all cash and equity incentives are based on clearly
identified performances metrics and targets, including continued employment.

5.             In the event the Company files an Earnings
Restatement because of misconduct by a Section 16 officer (“the Affected
Officer”) resulting in Material Noncompliance with financial reporting
requirements under the securities laws (“Material Noncompliance” is defined as
fraud or intentional failure to comply with any material reporting requirements
for the presentation of the financial results of the Company in a public filing
with the Securities and Exchange Commission), which the Audit Committee in its
sole discretion determines to be significant, the Audit Committee shall
recommend to the board that Activision recover a portion of performance-based
compensation, including bonuses and long term incentive awards, made to the
Affected Officer(s) during the restatement period.  The amount recommended to be recovered from
an Affected Officer under this policy shall be up to the amount by which the
performance-based compensation exceeded the amount that would have been payable
to such Affected Officer had the financial statements been initially filed as
restated.  This amount shall be reduced
by any amounts otherwise sought to be recovered from such Affected Officer in
connection with such Material Noncompliance pursuant to any other policy,
statute or rule, including without limitation any recoveries sought under Section 304
of the Sarbanes Oxley Act of 2002.

The Audit
Committee may recommend recovery of different amounts from different Affected
Officers on such basis it shall deem appropriate.  Such recommendation shall include a
recommendation as to whether Activision should effect any such recovery (i) by
seeking repayment from the participant; (ii) by reducing (subject to
applicable law and the terms and conditions of the applicable plan, program or
arrangement) the amount that would otherwise be payable to the Affected Officer
under any compensatory plan, program or arrangement maintained by the
Company  (iii) by withholding
(subject to applicable law and the terms and conditions of the applicable plan,
program or arrangement) payment of future increases in compensation (including
the payment of any discretionary bonus amount) or grants of compensatory awards
that would otherwise have been made in accordance with the Company’s otherwise
applicable compensation practices, or (iv) by any combination of the
foregoing or otherwise.