Activision Blizzard (ATVI)

Shares Available Under the 2008 Plan

        Subject to adjustment as provided in the 2008 Plan in the event of stock splits, stock dividends, the issuance of rights and certain other events, on July 28, 2008 our Board reserved a number of shares of Common Stock for issuance under the 2008 Plan equal to 30,000,000 shares:

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plus the number of shares that were reserved for issuance under the Prior Plans (as defined below) (other than the 2007 Plan (as defined below)) that were not subject to outstanding awards on September 27, 2007 (i.e., the date on which the 2007 Plan was approved by our stockholders);



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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;



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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; and

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minus the number of shares subject to awards issued under the 2007 Plan from September 27, 2007 through the date on which the 2008 Plan was approved by our stockholders (i.e., September 24, 2008).

On September 24, 2008, the number of shares reserved for issuance under the 2008 Plan was 14,878,935. The number of shares reserved for issuance under the 2008 Plan has been increased since then and may be further increased from time to time by:

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the number of shares relating to awards outstanding under the Prior Plans at September 24, 2008 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 our Common Stock, for awards not involving our Common Stock; and



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if the exercise price of any option outstanding under any Prior Plan at September 24, 2008 is, or the tax withholding requirements with respect to any award outstanding under any Prior Plan are, satisfied by withholding shares otherwise then deliverable in respect of the award or the actual or constructive transfer to us of shares already owned, the number of shares equal to the withheld or transferred shares.

"Prior Plans" means the following equity incentive plans: (1) the Activision, Inc. 1998 Incentive Plan, as amended; (2) the Activision, Inc. 1999 Incentive Plan, as amended (the "1999 Plan"); (3) the Activision, Inc. 2001 Incentive Plan, as amended; (4) the Activision, Inc. 2002 Incentive Plan, as amended (the "2002 Plan"); (5) the Activision, Inc. 2002 Executive Incentive Plan, as amended; (6) the Activision, Inc. 2002 Studio Employee Retention Incentive Plan, as amended (the "2002 Studio Plan"); (7) the Activision, Inc. 2003 Incentive Plan, as amended (the "2003 Plan"); and (8) the Activision, Inc. 2007 Incentive Plan (the "2007 Plan"). At the time the 2008 Plan was approved by our stockholders, there were 87,899,042 shares subject to awards outstanding under the Prior Plans that potentially could become available for awards under the 2008 Plan. Upon the effective date of the 2008 Plan, we ceased to make awards under the Prior Plans, although such plans remain in effect and continue to govern outstanding awards.

        Under the 2008 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 our Common Stock, for awards not involving our Common Stock, will again be available for issuance or transfer under the 2008 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 2008 Plan are, satisfied by withholding shares otherwise then deliverable in respect of the award or the actual or constructive transfer to us 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 2008 Plan; and



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if a share appreciation right ("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 2008 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 our Common Stock available for issuance or transfer under the 2008 Plan.

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        Shares utilized under the 2008 Plan may be newly issued shares, treasury shares or a combination of the foregoing.

        On April 14, 2009, we had 13,088,068 shares of our Common Stock reserved for future issuance under the 2008 Plan. The NASDAQ Official Closing Price of our Common Stock on April 14, 2009 was $10.07 per share.

        The 2008 Plan contains the following aggregate and individual annual grant limitations:

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Limits on ISOs.    The number of shares that we may issue or transfer upon the exercise of incentive stock options ("ISOs") may not exceed 14,878,935 (which equaled the number of shares available for grant under the 2007 Plan at the time the 2008 Plan was approved by stockholders) in the aggregate;



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Limits on Awards Other than Options and SARs.    The number of shares that we may issue or transfer as or pursuant to awards other than options or SARs may not exceed 15,000,000 in the aggregate, including no more than 6,000,000 in the aggregate as or pursuant to custom awards (i.e., awards not explicitly contemplated by the 2008 Plan that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of our Common Stock or factors that may influence the value of our Common Stock or that are valued based on the performance of Activision Blizzard or any of our subsidiaries or business units or factors designated by the Compensation Committee);



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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 4,000,000 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 2,000,000 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 3,000,000 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 million 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.    Assuming this proposal 2 is approved at the Annual Meeting, the amount of any annual incentive compensation payable under the 2008 Plan to any one participant for a single fiscal year may not exceed $6 million; 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 3,000,000 in the aggregate and the value of any custom award that does not involve the issuance or transfer of shares may not exceed $2 million in the aggregate (with the value of any such award to be determined as of the date of such award).

Shares Available Under the 2008 Plan

        Subject to adjustment as provided in the 2008 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 2008 Plan will not exceed that number of shares equal to the number of shares available for grant under the 2007 Plan at the time the 2008 Plan is approved by stockholders as such number is increased as described under "—Roll Up of Shares Available under the 2007 Plan" above.

        Under the 2008 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 2008 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 2008 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 2008 Plan; and



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if a share appreciation right ("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 2008 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 2008 Plan.

Shares utilized under the 2008 Plan may be newly issued shares, treasury shares or a combination of the foregoing.

        The 2008 Plan contains the following aggregate and individual annual grant limitations:

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Limits on ISOs.    The number of shares that may be issued or transferred by the Company upon the exercise of ISOs may not exceed that number of shares equal to the number of shares available for grant under the 2007 Plan at the time the 2008 Plan is approved by stockholders in the aggregate;



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Limits on Awards Other than Options and SARs.    The number of shares that may be issued or transferred by the Company as or pursuant to awards other than options or SARs may not exceed 7,500,000 in the aggregate, including no more than 3,000,000 in the aggregate as or pursuant to custom awards (i.e., awards not explicitly contemplated by the 2008 Plan that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock or factors that may influence the value of Common Stock or

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that are valued based on the performance of the Company or any of its subsidiaries or business units or factors designated by the Compensation Committee);



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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 million 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 2008 Plan to any one participant for a single fiscal year may not exceed $4 million; 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 million in the aggregate (with the value of any such award to be determined as of the date of such award).