Activision Blizzard (ATVI)

Roll Up of Shares Available under the 2007 Plan

        The Board has reserved a number of shares of Common Stock for issuance under the 2008 Plan that is equal to 15 million shares, plus the number of shares that were reserved for issuance under the Prior Plans (other than the 2007 Plan) that were not subject to outstanding awards on September 27, 2007, plus the number of shares subject to outstanding awards under the Prior Plans (other than the 2007 Plan) on September 27, 2007 that subsequently became available for issuance pursuant to the terms of the 2007 Plan, plus the number of shares subject to awards made under the 2007 Plan that subsequently became available for issuance pursuant to the terms of the 2007 Plan, minus the number of shares subject to awards issued under the 2007 Plan since September 27, 2007.

        The following table sets forth for the Prior Plans as of July 14, 2008:

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the number of shares of Common Stock reserved for issuance thereunder and not subject to outstanding awards;



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the number of shares of Common Stock reserved for issuance thereunder in respect of outstanding awards of options and restricted share units;

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the number of restricted shares of Common Stock issued thereunder, including performance shares of Common Stock, which are outstanding but subject to forfeiture; and



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the total number of all such shares as a percentage of the outstanding shares of Common Stock on a fully diluted basis (see footnote 1 to the table below).

(1)

The fully diluted percentage of outstanding Common Stock was calculated by dividing (a) the sum of (i) the number of shares reserved for issuance under the Prior Plans and (ii) the number of restricted shares of Common Stock outstanding but subject to forfeiture (including performance Shares of Common Stock), by (b) 721,277,269, the sum of (i) 657,779,121, the total number of shares outstanding as of July 14, 2008, including the 1,501,342 restricted shares of Common Stock outstanding but subject to forfeiture, (ii) 8,536,156, the number of shares reserved for issuance but not subject to outstanding awards under the Prior Plans as of July 14, 2008, (iii) 44,426,243, the number of shares reserved for issuance and subject to outstanding awards under the Prior Plans as of July 14, 2008, (iv) 350,162, the number of shares reserved for issuance and subject to outstanding awards under the 1991 Plan as of July 14, 2008, (v) 8,304,789, the number of shares reserved for issuance in respect of options held by certain individuals that were not issued under a plan as of July 14, 2008, (vi) 980,798, the number of shares remaining available for issuance under the Company's employee stock purchase plans as of July 14, 2008, and (vii) 900,000, the number of shares reserved for issuance pursuant to certain warrants issues to the Company's vendors, suppliers or customers as of July 14, 2008.

        The number of shares reserved for issuance under the 2008 Plan will be increased from time to time by:

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the number of shares relating to awards outstanding under the Prior Plans at the time the 2008 Plan is approved by stockholders that:


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expire, or are forfeited, terminated or cancelled, without the issuance of shares;



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are settled in cash in lieu of shares; or



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are exchanged, prior to the issuance of shares of Common Stock, for awards not involving Common Stock; and



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if the exercise price of any option outstanding under any Prior Plan at the time the 2008 Plan is approved by stockholders is, or the tax withholding requirements with respect to any award outstanding under any Prior Plan at the time the 2008 Plan is approved by stockholders are, satisfied by withholding shares otherwise then deliverable in respect of the award or the actual or constructive transfer to the Company of shares already owned, the number of shares equal to the withheld or transferred shares.