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This excerpt taken from the ATVI DEF 14A filed Apr 22, 2009. Reasons for Stockholder Approval Stockholder approval of the amendment to the 2008 Plan is necessary in order for us to (1) meet the stockholder approval requirements of the NASDAQ Stock Market ("NASDAQ") and (2) qualify future annual incentive compensation under the 2008 Plan as performance-based compensation under Section 162(m) of the Internal Revenue Code, as amended (the "Internal Revenue Code"), so that such awards will not be subject to the deduction limitation imposed by Section 162(m). If our stockholders do not approve the amendment to the 2008 Plan, the 2008 Plan will not be amended and any future awards under the 2008 Plan will be made under the terms of the 2008 Plan that are currently in effect. |
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