Activision Blizzard (ATVI)

material factor in the adoption and/or implementation of the Corporate Governance Reforms set forth in Exhibit A hereto, and as such confer a benefit to Activision.

3.2        Payments to Activision.

(a)         Directors and Officers.  Defendants Kotick, Kelly, Rowe, Rose, Doornick, Isgur, Morgado, and Henderson agreed in principle, following the commencement of the Actions, to reimburse Activision in connection with the receipt of stock options requiring measurement date corrections, subject to the determination of the precise amounts to be reimbursed and execution of this Stipulation.  In the case of options that have already been exercised, these individuals agreed to pay the additional exercise price to Activision or agreed to the cancellation of vested but unexercised options with a value equivalent to the additional exercise price.  For options that have not yet been exercised, these individuals agreed that the exercise price will be increased so as to be equal to the fair market value of Activision’s stock on the redetermined measurement date.  These individuals agreed to the reimbursements without contest, and waived any opportunity to negotiate or dispute the calculations of the reimbursements.  Defendant Chardavoyne has agreed to reimburse Activision in connection with the receipt of stock options requiring measurement date corrections, in the amount of $75,000.  Defendant Goldberg has agreed to reimburse Activision in connection with the receipt of stock options requiring measurement date corrections, in the amount of $50,000.  Defendants Chardavoyne and Goldberg shall make such reimbursements to Activision as set forth in ¶7.1 below.  The total amount of the reimbursement from these Individual Settling Defendants is valued at approximately $22,000,000, based on the cancellation of approximately 800,000 vested options, the repricing of approximately 16,000,000 unexercised options, and the cash consideration described above.  Plaintiffs and the Settling Defendants acknowledge that the Actions were a material factor in the decision of certain of the Individual Settling Defendants to undertake the reimbursements, cancellations or repricing of the options granted to them, and that

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Activision acknowledges that such contributions confer a substantial benefit to Activision as part of the settlement of the Actions.

(b)         Bryan Cave and Henderson.  Activision may possess certain claims against Henderson and Bryan Cave arising out of or relating to the representation of Activision by Bryan Cave and certain of its attorneys, including Henderson (against whom claims were asserted in the State Derivative Action), in connection with the granting of options at Activision.  Counsel for the Federal Co-Lead Plaintiffs, Activision and Bryan Cave conducted negotiations for the settlement of such claims.  In exchange for the releases described herein and the dismissal of the Actions, Bryan Cave agrees to forego and to release any claims for repayment of any legal fees or costs associated with its support of the Special Subcommittee’s investigation, including bills and receivables incurred to date in an amount no less than $2,316,000.  Activision and Bryan Cave acknowledge that the Actions were a material factor in Bryan Cave’s decision to release any claims to these unpaid bills or receivables, and that such contribution confers a substantial benefit to Activision.

(c)         Activision’s Primary Directors and Officers Insurance Carrier.  Activision has incurred substantial costs in connection with the defense of the Actions and a related investigation by the Securities and Exchange Commission.  On October 31, 2007, the day before the initial mediation session, Activision’s primary D & O carrier, Federal Insurance Company (with which Activision holds a $5,000,000 policy), acknowledged in writing for the first time that reimbursable defense costs under the policy were likely to exceed policy limits.

(d)         In connection with the Business Combination Agreement, dated as of December 1, 2007 (the “Combination Agreement”), by and between VIVENDI S.A., a societe anonyme organized under the laws of France (“Vivendi”), VGAC LLC, a Delaware limited liability company (“VGAC LLC”; and together with Vivendi, the “Vivendi Stockholders”), VIVENDI GAMES, INC., a Delaware corporation and wholly owned subsidiary of VGAC LLC (“Games”), ACTIVISION,

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INC., a Delaware corporation (the “Company”), and Sego Merger Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“MergerSub”), the parties agreed to a Form of the Investor Agreement between Vivendi, VGAC LLC, Games, MergerSub and the Company (which at the closing of the transactions contemplated under the Combination Agreement will change its name to “Activision Blizzard, Inc.”).  Under the terms of the Investor Agreement, the Vivendi Stockholders will acknowledge and agree that the resolution and finality with respect to the Actions confer a benefit upon the Vivendi Stockholders and the Company.  Accordingly, the Vivendi Stockholders will acknowledge and agree that the cash consideration paid by the Vivendi Stockholders pursuant to the Combination Agreement may be used for its general corporate purposes, including the advancement of any fees or expenses in connection with the settlement of the Actions.

material factor in the adoption and/or implementation
of the Corporate Governance Reforms set forth in Exhibit A hereto, and as
such confer a benefit to Activision.

3.2        Payments to Activision.

(a)         Directors and Officers.  Defendants Kotick, Kelly, Rowe, Rose,
Doornick, Isgur, Morgado, and Henderson agreed in principle, following the
commencement of the Actions, to reimburse Activision in connection with the receipt
of stock options requiring measurement date corrections, subject to the
determination of the precise amounts to be reimbursed and execution of this
Stipulation.  In the case of options that
have already been exercised, these individuals agreed to pay the additional
exercise price to Activision or agreed to the cancellation of vested but
unexercised options with a value equivalent to the additional exercise
price.  For options that have not yet
been exercised, these individuals agreed that the exercise price will be
increased so as to be equal to the fair market value of Activision’s stock on
the redetermined measurement date.  These
individuals agreed to the reimbursements without contest, and waived any
opportunity to negotiate or dispute the calculations of the reimbursements.  Defendant Chardavoyne has agreed to reimburse
Activision in connection with the receipt of stock options requiring
measurement date corrections, in the amount of $75,000.  Defendant Goldberg has agreed to reimburse
Activision in connection with the receipt of stock options requiring
measurement date corrections, in the amount of $50,000.  Defendants Chardavoyne and Goldberg shall
make such reimbursements to Activision as set forth in ¶7.1 below.  The total amount of the reimbursement from
these Individual Settling Defendants is valued at approximately $22,000,000,
based on the cancellation of approximately 800,000 vested options, the
repricing of approximately 16,000,000 unexercised options, and the cash
consideration described above. 
Plaintiffs and the Settling Defendants acknowledge that the Actions were
a material factor in the decision of certain of the Individual Settling
Defendants to undertake the reimbursements, cancellations or repricing of the
options granted to them, and that

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Activision acknowledges
that such contributions confer a substantial benefit to Activision as part of
the settlement of the Actions.

(b)         Bryan Cave and Henderson.  Activision may possess certain claims against
Henderson and Bryan Cave arising out of or relating to the representation of
Activision by Bryan Cave and certain of its attorneys, including Henderson
(against whom claims were asserted in the State Derivative Action), in
connection with the granting of options at Activision.  Counsel for the Federal Co-Lead Plaintiffs,
Activision and Bryan Cave conducted negotiations for the settlement of such
claims.  In exchange for the releases
described herein and the dismissal of the Actions, Bryan Cave agrees to forego
and to release any claims for repayment of any legal fees or costs associated
with its support of the Special Subcommittee’s investigation, including bills
and receivables incurred to date in an amount no less than $2,316,000.  Activision and Bryan Cave acknowledge that
the Actions were a material factor in Bryan Cave’s decision to release any
claims to these unpaid bills or receivables, and that such contribution confers
a substantial benefit to Activision.

(c)         Activision’s Primary Directors and Officers Insurance
Carrier.  Activision has incurred
substantial costs in connection with the defense of the Actions and a related
investigation by the Securities and Exchange Commission.  On October 31, 2007, the day before the
initial mediation session, Activision’s primary D & O carrier, Federal
Insurance Company (with which Activision holds a $5,000,000 policy),
acknowledged in writing for the first time that reimbursable defense costs
under the policy were likely to exceed policy limits.

(d)         In connection with the Business Combination Agreement, dated as of December 1,
2007 (the “Combination Agreement”), by and between VIVENDI S.A., a societe
anonyme organized under the laws of France (“Vivendi”), VGAC LLC, a Delaware
limited liability company (“VGAC LLC”; and together with Vivendi, the “Vivendi
Stockholders”), VIVENDI GAMES, INC., a Delaware corporation and wholly owned
subsidiary of VGAC LLC (“Games”), ACTIVISION,

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INC., a Delaware corporation (the “Company”),
and Sego Merger Corporation, a Delaware corporation and wholly owned subsidiary
of the Company (“MergerSub”), the parties agreed to a Form of the Investor
Agreement between Vivendi, VGAC LLC, Games, MergerSub and the Company (which at
the closing of the transactions contemplated under the Combination Agreement
will change its name to “Activision Blizzard, Inc.”).  Under the terms of the Investor Agreement,
the Vivendi Stockholders will acknowledge and agree that the resolution and
finality with respect to the Actions confer a benefit upon the Vivendi
Stockholders and the Company. 
Accordingly, the Vivendi Stockholders will acknowledge and agree that
the cash consideration paid by the Vivendi Stockholders pursuant to the
Combination Agreement may be used for its general corporate purposes, including
the advancement of any fees or expenses in connection with the settlement of
the Actions.