Activision Blizzard (ATVI)

Stock Ownership and Retention Guidelines

        In some cases, executives are subject to stock ownership and retention guidelines. Specifically, Mr. Griffith and Mr. Tippl have stock ownership requirements as follows, which were established in 2005, in connection with the negotiation of their employment agreements:

        Calculation of these minimum stock ownership requirements includes any restricted share awards held by Messrs. Griffith and Tippl. As of December 31, 2008, each of Messrs. Griffith and Tippl satisfied the applicable ownership requirements.

        In light of Mr. Kotick's significant equity holdings, the Compensation Committee does not believe it is necessary to impose stock ownership requirements on him. Further, as discussed in "Director Compensation—Equity Compensation and Stock Ownership Guidelines" below, each of our directors is subject to certain stock ownership and retention guidelines.

Stock Ownership and Retention Guidelines

        The Compensation Committee believes that, in some cases, stock retention guidelines can help align the interests of senior management with those of Company stockholders. Accordingly, in June 2005, the Compensation Committee began including minimum ownership provisions in employment agreements of certain named executive officers. As a result:

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Mr. Griffith's employment agreement provides that beginning June 15, 2007, and at all times thereafter during his employment, Mr. Griffith must own a number of shares of Common Stock with an aggregate market value equal to the greater of (a) 1.5 times his annual base salary or (b) 10% of the total amount realized by him from all option exercises on or before June 15, 2007;



•

Mr. Tippl's employment agreement provides that beginning October 1, 2007, and at all times thereafter during his employment, Mr. Tippl must own a number of shares of Common Stock with an aggregate market value equal to the greater of (a) 1.5 times his annual base salary or (b) 10% of the total amount realized by him from all option exercises on or before October 1, 2007;



•

Ms. Kaminsky's employment agreement provides that beginning October 1, 2007, and at all times thereafter during her employment, Ms. Kaminsky must make a good-faith effort to own a number of shares of Common Stock with an aggregate market value at least equal to her annual base salary; and

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•

Mr. Hodous's employment agreement requires that beginning on October 1, 2008, and at all times thereafter during his employment, Mr. Hodous must own shares of Common Stock with an aggregate market value equal to the greater of (a) one times his annual base salary or (b) 10% of the total amount realized by him from all option exercises on or before October 1, 2008.

        Calculation of these minimum stock ownership requirements includes any restricted shares of Common Stock held by Messrs. Griffith, Tippl and Hodous and Ms. Kaminsky. As of the end of fiscal 2008, each of Messrs. Griffith, Tippl and Hodous and Ms. Kaminsky satisfied the applicable ownership requirements. Based on the equity holdings of named executive officers as of the end of fiscal 2008, the Compensation Committee does not believe it is necessary to impose stock ownership requirements on Messrs. Kotick and Kelly at this time. See "Security Ownership of Certain Beneficial Owners and Management," above for further details on stock ownership levels.

Stock Ownership and Retention Guidelines

        The Compensation Committee believes that stock retention guidelines help to foster a focus on long-term growth and align the interests of senior management, including the named executive officers, with those of the Stockholders. Accordingly, in June 2005, the Compensation Committee began to include minimum ownership provisions in new employment agreements with the named executive officers, and as a result:

•

Mr. Griffith's employment agreement provides that beginning June 15, 2007, and at all times thereafter during his employment, Mr. Griffith must own a number of shares of Common Stock with an aggregate market value equal to the greater of (1) 1.5 times his annual base salary or (2) 10% of the total amount realized by him from all option exercises on or before June 15, 2007.



•

Mr. Tippl's employment agreement provides that beginning October 1, 2007, and at all times thereafter during his employment, Mr. Tippl must own a number of shares of Common Stock with an aggregate market value equal to the greater of (1) 1.5 times his annual base salary or (2) 10% of the total amount realized by him from all option exercises on or before October 1, 2007.



•

Ms. Kaminsky's employment agreement provides that beginning October 1, 2007, and at all times thereafter during her employment, Ms. Kaminsky must make a good-faith effort to own a number of shares of Common Stock with an aggregate market value at least equal to her annual base salary.



•

Mr. Hodous's employment agreement requires that beginning on October 1, 2008, and at all times thereafter during his employment, Mr. Hodous must own shares of Common Stock with an aggregate market value equal to the greater of (1) one times his annual base salary or (2) 10% of the total amount realized by him from all option exercises on or before October 1, 2008.

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        Restricted shares held by Messrs. Griffith, Tippl and Hodous and Ms. Kaminsky are included in determining if their respective minimum stock ownership requirements are satisfied. As of the end of fiscal 2007, each of Messrs. Griffith, Tippl and Hodous and Ms. Kaminsky satisfied the applicable ownership requirements even though they were not yet in effect at the time. Based on the equity holdings of each of the continuing named executive officers as of the end of fiscal 2007, the Compensation Committee does not believe it is necessary at this time to impose ownership requirements on the other named executive officers. See "Security Ownership of Certain Beneficial Owners and Management."

Stock Ownership and Retention Guidelines

Recently, the Compensation Committee recommended and the Board adopted new guidelines with respect to stock ownership by newly hired senior executives. Every newly hired senior executive must acquire and maintain shares of Activision stock or stock options, that have total value of at least 1.5 times the annual base salary of such executive. For newly appointed officers of the Company, the guidelines provide a two-year period to reach the minimum stock ownership requirement.

Stock Ownership and Retention Guidelines

Recently, the Compensation Committee recommended and the Board adopted new guidelines with respect to stock ownership by newly hired senior executives. Every newly hired senior executive must acquire and maintain shares of Activision stock or stock options, that have total value of at least 1.5 times the annual base salary of such executive. For newly appointed officers of the Company, the guidelines provide a two-year period to reach the minimum stock ownership requirement.