Activision Blizzard (ATVI)

Shares Available Under the 2007 Plan

        Subject to adjustment as provided in the 2007 Plan in the event of stock splits, stock dividends, the issuance of rights and certain other events, the number of shares of Common Stock that may be issued or transferred under the 2007 Plan will not exceed 15,000,000 as such number is increased as described under "—2007 Plan Appropriately Sized" above. Under the 2007 Plan:

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shares relating to awards that expire, or are forfeited, terminated or cancelled, without the issuance of shares, awards that are settled in cash in lieu of shares and awards that are exchanged, with the Compensation Committee's permission, prior to the issuance of shares of Common Stock, for awards not involving Common Stock, will again be available for issuance or transfer under the 2007 Plan;



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if the exercise price of any option is, or the tax withholding requirements with respect to any award granted under the 2007 Plan 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, a number of shares equal to the withheld or transferred shares will again be available for issuance or transfer under the 2007 Plan; and



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if a SAR is exercised and settled in shares, a number of shares equal to the difference between the total number of shares exercised and the number of shares actually issued or transferred will again be available for issuance or transfer under the 2007 Plan, with the result being that only the number of shares actually issued or transferred upon exercise of the SAR are counted against the maximum number of shares of Common Stock available for issuance or transfer under the 2007 Plan.

Shares utilized under the 2007 Plan may be newly issued shares, treasury shares or a combination of the foregoing.

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        In addition to the aggregate limits described in "—Highlights of the 2007 Plan," the 2007 Plan contains the following individual annual grant limitations:

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Limits on Options and SARs.    The number of shares issuable or transferable in respect of options and SARs granted to any one participant in a single fiscal year may not exceed 2,000,000 in the aggregate;



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Limits on Restricted Shares and Restricted Share Units.    The number of (1) restricted shares granted to any one participant in a single fiscal year and (2) shares issuable or transferable in respect of restricted share units granted to such participant in such year, may not exceed 1,000,000 in the aggregate;



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Limits on Performance Shares.    The number of performance shares granted to any one participant in a single fiscal year may not exceed 1,500,000 in the aggregate;



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Limits on Performance Units.    The value of performance units granted to any one participant in a single fiscal year may not exceed $2,000,000 in the aggregate (with the value of any such grant to be determined as of the date of such grant);



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Limits on Incentive Bonuses.    The amount of any incentive bonus payable under the 2007 Plan to any one participant for a single fiscal year may not exceed $4,000,000; and



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Limits on Custom Awards.    The number of shares issuable or transferable in respect of custom awards granted to any one participant in a single fiscal year may not exceed 1,500,000 in the aggregate and the value of any custom award that does not involve the issuance or transfer of shares may not exceed $2,000,000 in the aggregate (with the value of any such award to be determined as of the date of such award).