Activision Blizzard (ATVI)

Scope of Authority of the Compensation Committee

        The Compensation Committee's responsibilities include:

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reviewing and approving all compensation programs applicable to executive officers who are subject to Section 16 of the Exchange Act and employees whose targeted annual cash compensation exceeds $2 million per year;



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establishing and evaluating the long-term strategy of employee compensation;



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reviewing and approving the Chief Executive Officer's corporate goals and evaluating his performance;



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participating in the establishment of grant guidelines and overall pool size and approving all equity awards;



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reviewing and discussing with management the compensation-related disclosures included within the proxy statement for the annual meeting of stockholders and annual report;



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reviewing and approving all executive officer employment agreements, including severance, change of control and other terms; and



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annually reviewing the compensation payable to our directors.

        The composition of our Compensation Committee changed as a result of the Combination. Prior to the Combination, our Compensation Committee consisted of three directors, each of whom was independent. As a result of the Combination, the Compensation Committee consists of two independent directors and three directors designated by Vivendi, in accordance with our Bylaws, which require a majority of the Committee members be Vivendi designees. For additional information regarding the Compensation Committee and its charter, see "Corporate Governance Matters—Board of Directors and Committees—Compensation Committee" above. In this Compensation Discussion and Analysis, when we refer to the Compensation Committee, we are referring to the committee serving at the time the compensation decision was made.

Scope of Authority of the Compensation Committee

        The Compensation Committee's responsibilities include:

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overseeing general compensation practices;



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reviewing and approving executive compensation for named executive officers and other employees;



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reviewing and recommending director compensation policies;



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setting annual guidelines for merit awards and equity awards; and



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administering the Company's incentive plans and employee stock purchase plans.

        For additional information regarding the Compensation Committee and its charter, see "Corporate Governance Matters—Board of Directors and Committees—Compensation Committee."