ACTIVISION INC /NY
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>a2063255zex-10_4.htm
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<HTML>
<HEAD>
<TITLE> Prepared by MERRILL CORPORATION
</TITLE>
</HEAD>
<BODY BGCOLOR="#FFFFFF" LINK=BLUE  VLINK=PURPLE>
<BR>
<FONT SIZE=3 ><A HREF="#01WLA1913_4">QuickLinks</A></FONT>
<font size=3> -- Click here to rapidly navigate through this document</font>
<!-- TOC_END -->
<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit 10.4  </B></FONT></P>

<P ALIGN="RIGHT"><FONT SIZE=2>As
Adopted by the Board of Directors on<BR>
June&nbsp;1, 1998, and amended on April&nbsp;1, 2001<BR>
and October&nbsp;17, 2001 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_activision,_inc._1998_incentive_plan"> </A>
<A NAME="toc_kn1913_1"> </A>
<BR></FONT><FONT SIZE=2><B>ACTIVISION,&nbsp;INC.<BR>  1998 INCENTIVE PLAN    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;ACTIVISION,&nbsp;INC., a corporation formed under the laws of the State of Delaware (the "Company"), hereby establishes and adopts the following 1998
Incentive Plan (the "Plan"). </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_recitals"> </A>
<A NAME="toc_kn1913_2"> </A>
<BR></FONT><FONT SIZE=2><B>RECITALS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Company desires to encourage high levels of performance by those individuals who are key to the success of the Company, to attract new individuals
who are highly motivated and who will contribute to the success of the Company and to encourage such individuals to remain as directors and/or employees of the Company and its subsidiaries by
increasing their proprietary interest in the Company's growth and success. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
to attain these ends, the Company has formulated the Plan embodied herein to authorize the granting of incentive awards through grants of share options ("Options"), grants of
share appreciation rights, grants of Share Purchase Awards (hereafter defined), grants of Restricted Share Awards (hereafter defined) and grants of Performance-Based Awards (hereafter defined) to
those individuals whose judgment, initiative and efforts are or have been responsible for the success of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, the Company hereby constitutes, establishes and adopts the following Plan and agrees to the following provisions: </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_article_1._purpose_of_the_plan"> </A>
<A NAME="toc_kn1913_3"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 1.<BR>  <BR>    PURPOSE OF THE PLAN    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Purpose.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The purpose of the Plan is to assist the Company and its subsidiaries in attracting and
retaining selected individuals to serve as directors, officers, consultants, advisors and other key employees of the Company and its subsidiaries who will contribute to the Company's success and to
achieve long-term objectives which will inure to the benefit of all shareholders of the Company through the additional incentive inherent in the ownership or increased ownership of the
Company's shares of common stock ("Shares"). Options granted under the Plan will be either "incentive share options," intended to qualify as such under the provisions of section&nbsp;422 of the
Internal Revenue Code of 1986, as from time to time amended (the "Code"), or "nonqualified share options." For purposes of the Plan, the term "subsidiary" shall mean "subsidiary corporation," as such
term is defined in section&nbsp;424(f) of the Code, and "affiliate" shall have the meaning set forth in Rule&nbsp;12b-2 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). For purposes of the Plan, the term "Award" shall mean a grant of an Option, a grant of a share appreciation right, a grant of a Share Purchase Award, a grant of a Restricted Share
Award, or any other award made under the terms of the Plan. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_article_2._shares_subject_to_awards"> </A>
<A NAME="toc_kn1913_4"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 2.<BR>  <BR>    SHARES SUBJECT TO AWARDS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Number of Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Subject to the adjustment provisions of Section&nbsp;9.10 hereof, the
aggregate number of Shares which may be issued under Awards under the Plan, whether pursuant to Options, share appreciation rights, Share Purchase Awards, Restricted Share Awards or Performance-Based
Awards shall not exceed 3,000,000. No Options to purchase fractional Shares shall be granted or </FONT></P>

<HR NOSHADE>
<!-- ZEQ.=1,SEQ=1,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=862174,FOLIO='blank',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_2"> </A>

<P><FONT SIZE=2>
issued under the Plan. For purposes of this Section&nbsp;2.1, the Shares that shall be counted toward such limitation shall include all Shares: </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(1)</FONT></DT><DD><FONT SIZE=2>issued
or issuable pursuant to Options that have been or may be exercised; </FONT></DD><DT><FONT SIZE=2>(2)</FONT></DT><DD><FONT SIZE=2>issued
or issuable pursuant to Share Purchase Awards; and </FONT></DD><DT><FONT SIZE=2>(3)</FONT></DT><DD><FONT SIZE=2>issued
as, or subject to issuance as a Restricted Share Award. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Shares Subject to Terminated Awards.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Shares covered by any unexercised portions of terminated
Options granted under Articles 4 and 6, Shares forfeited as provided in Section&nbsp;8.2(a) and Shares subject to any Awards which are otherwise surrendered by the Participant without receiving any
payment or other benefit with respect thereto may again be subject to new Awards under the Plan. In the event the purchase price of an Option is paid in whole or in part through the delivery of
Shares, the number of Shares issuable in connection with the exercise of the Option shall not again be available for the grant of Awards under the Plan. Shares subject to Options, or portions thereof,
which have been surrendered in connection with the exercise of share appreciation rights shall not again be available for the grant of Awards under the Plan. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Character of Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Shares delivered under the Plan may be authorized and unissued Shares or
Shares acquired by the Company, or both. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Limitations on Grants to Individual Participant.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Subject to adjustments pursuant to the provisions
of Section&nbsp;10.10 hereof, the maximum number of Shares with respect to which Options or stock appreciation rights may be granted hereunder to any employee during any fiscal year shall be 500,000
Shares (the "Limitation"). If an Option is cancelled, the cancelled Option shall continue to be counted toward the Limitation for the year granted. An Option (or a stock appreciation right) that is
repriced during any fiscal year is treated as the cancellation of the Option (or stock appreciation right) and a grant of a new Option (or stock appreciation right) for purposes of the Limitation for
that fiscal year. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_article_3._eligibility_and_administration"> </A>
<A NAME="toc_kn1913_5"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 3.<BR>  <BR>    ELIGIBILITY AND ADMINISTRATION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Awards to Employees and Directors.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;(a)&nbsp;Participants who receive (i)&nbsp;Options under
Articles 4 and 6 hereof or share appreciation rights under Article&nbsp;5 ("Optionees"), and (ii)&nbsp;Share Purchase Awards under Article&nbsp;7 or Restricted Share Awards under
Article&nbsp;8 (in either case, a "Participant"), shall consist of such officers, key employees, consultants, representatives and other contractors and agents and Directors (hereinafter defined) of
the Company or any of its subsidiaries or affiliates as the Committee shall select from time to time, </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that an Option that is intended
to qualify as an
"incentive share option" may be granted only to an individual that is an employee of the Company or any of its subsidiaries. The Committee's designation of an Optionee or Participant in any year shall
not require the Committee to designate such person to receive Awards or grants in any other year. The designation of an Optionee or Participant to receive Awards or grants under one portion of the
Plan shall not require the Committee to include such Optionee or Participant under other portions of the Plan. </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>No
Option which is intended to qualify as an "incentive share option" may be granted to any employee or Director who, at the time of such grant, owns, directly or indirectly (within
the meaning of sections 422(b)(6) and 424(d) of the Code), shares possessing more than 10% of the total combined voting power of all classes of shares of the Company or any of its subsidiaries or
affiliates, unless at the time of such grant, (i)&nbsp;the option price is fixed at not less than 110% of the Fair Market Value (as defined below) of the Shares subject to such Option, determined on
the date of the grant, and (ii)&nbsp;the exercise of such Option is prohibited by its terms after the expiration of five years from the date such Option is granted. </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=2,SEQ=2,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=1039040,FOLIO='2',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_3"> </A>
<UL>
<UL>
</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Administration.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;(a)&nbsp;The Plan shall be administered by a committee (the "Committee")
consisting of not fewer than two Directors of the Company (the directors of the Company being hereinafter referred to as the "Directors"), as designated by the Directors. The Directors may remove
from, add members to, or fill vacancies in the Committee. Unless otherwise determined by the Directors, each member of the Committee will be a "non-employee director" within the meaning of
Rule&nbsp;16b-3 (or any successor rule) of the Exchange Act and an "outside director" within the meaning of Section&nbsp;162(m)(4)(C)(i)&nbsp;of the Code and the regulations
thereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any other provision of this Plan, any Award to a member of the Committee must be approved by the Board of Directors of the Company (excluding Directors who are also
members of the Committee) to be effective. </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>The
Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it may deem appropriate for the conduct of meetings and proper
administration of the Plan. All actions of the Committee shall be taken by majority vote of its members. </FONT></DD></DL>
</UL>
<UL>
<DL compact>
<DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>Subject
to the provisions of the Plan, the Committee shall have authority, in its sole discretion, to grant Awards under the Plan, to interpret the provisions of the Plan and,
subject to the requirements of applicable law, including Rule&nbsp;16b-3 of the Exchange Act, to prescribe, amend, and rescind rules and regulations relating to the Plan or any Award
thereunder as it may deem necessary or advisable. All decisions made by the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the
Company, its shareholders, Directors and employees, and other Plan participants. </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_article_4._options"> </A>
<A NAME="toc_kn1913_6"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 4.<BR>  <BR>    OPTIONS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Grant of Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;</FONT><FONT SIZE=2><I>Directors, Officers and Other Key
Employees</I></FONT><FONT SIZE=2>. The Committee shall determine, within the limitations of the Plan, those Directors, officers and other key employees of the Company and its subsidiaries and
affiliates to whom Options are to be granted under the Plan, the number of Shares that may be purchased under each such Option and the option price, and shall designate such Options at the time of the
grant as either "incentive share options" or "nonqualified share options"; </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that Options granted to employees of an affiliate (that is
not also a subsidiary) or to non-employees of the Company may only be "nonqualified share options." </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Share Option Agreements; etc.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;All Options granted pursuant to Article&nbsp;4 and
Article&nbsp;6 herein (a)&nbsp;shall be authorized by the Committee and (b)&nbsp;shall be evidenced in writing by share option agreements ("Share Option Agreements") in such form and containing
such terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan, and, with respect to any Share Option Agreement granting Options which are
intended to qualify as "incentive share options," are not inconsistent with Section&nbsp;422 of the Code. Granting of an Option pursuant to the Plan shall impose no obligation on the recipient to
exercise such option. Any individual who is granted an Option pursuant to this Article&nbsp;4 and Article&nbsp;6 herein may hold more than one Option granted pursuant to such Articles at the same
time and may hold both "incentive share options" and "nonqualified share options" at the same time. To the extent that any Option does not qualify as an "incentive share option" (whether because of
its provisions, the time or manner of its exercise or otherwise) such Option or the portion thereof which does not so qualify shall constitute a separate "nonqualified share option." </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Option Price.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Subject to Section&nbsp;3.1(b), the option price per each Share purchasable under
any "incentive share option" granted pursuant to this Article&nbsp;4 and any "nonqualified share option" granted pursuant to Article&nbsp;6 herein shall be determined by the Committee, but in the
case of an "incentive share option" shall not be less than 100% of the Fair Market Value (as hereinafter defined) of such Share on the date of the grant of such Option. The option price per share of
each Share </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=3,SEQ=3,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=619933,FOLIO='3',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_4"> </A>

<P><FONT SIZE=2>
purchasable under any "nonqualified share option" granted pursuant to this Article&nbsp;4 shall be determined by the Committee at the time of the grant of such Option, but shall not be less than 85%
of the Fair Market Value of such Share on the date of the grant of such Option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Other Provisions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Options granted pursuant to this Article&nbsp;4 shall be made in accordance
with the terms and provisions of Article&nbsp;10 hereof and any other applicable terms and provisions of the Plan. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_article_5._share_appreciation_rights"> </A>
<A NAME="toc_kn1913_7"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 5.<BR>  <BR>    SHARE APPRECIATION RIGHTS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Grant and Exercise.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Share appreciation rights may be granted in conjunction with all or part of
any Option granted under the Plan, as follows: (i)&nbsp;in the case of a nonqualified share option, such rights may be granted either at the time of the grant of such option or at any subsequent
time during the term of the option; and (ii)&nbsp;in the case of an incentive share option, such rights may be granted only at the time of the grant of such option. A "share appreciation right" is a
right to receive cash or Shares, as provided in this Article&nbsp;5, in lieu of the purchase of a Share under a related Option. A share appreciation right or applicable portion thereof shall
terminate and no longer be exercisable upon the termination or exercise of the related Option, and a share appreciation right granted with respect to less than the full number of Shares covered by a
related Option shall not be reduced until, and then only to the extent that, the exercise or termination of the related Option exceeds the number of Shares not covered by the share appreciation right.
A share appreciation right may be exercised by the holder thereof (the "Holder"), in accordance with Section&nbsp;5.2 of this Article&nbsp;5, by giving written notice thereof to the Company and
surrendering the applicable portion of the related Option. Upon giving such notice and surrender, the Holder shall be entitled to receive an amount determined in the manner prescribed in
Section&nbsp;5.2 of this Article&nbsp;5. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related share appreciation rights have been
exercised. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Terms and Conditions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Share appreciation rights shall be subject to such terms and conditions, not
inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following: </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>Share
appreciation rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the
provisions of the Plan. </FONT></DD></DL>
</UL>
<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>Upon
the exercise of a share appreciation right, a Holder shall be entitled to receive up to, but no more than, an amount in cash or whole Shares as determined by the Committee in
its sole discretion equal to the excess of the then Fair Market Value of one Share over the option price per Share specified in the related Option multiplied by the number of Shares in respect of
which the share appreciation right shall have been exercised. The Holder shall specify in his written notice of exercise, whether payment shall be made in cash or in whole Shares. Each share
appreciation right may be exercised only at the time and so long as a related Option, if any, would be exercisable or as otherwise permitted by applicable law. </FONT></DD></DL>
</UL>
<UL>
<DL compact>
<DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>Upon
the exercise of a share appreciation right, the Option or part thereof to which such share appreciation right is related shall be deemed to have been exercised for the purpose
of the limitation of the number of Shares to be issued under the Plan, as set forth in Section&nbsp;2.1 of the Plan. </FONT></DD></DL>

<DL compact>
<DT><FONT SIZE=2>(d)</FONT></DT><DD><FONT SIZE=2>With
respect to share appreciation rights granted in connection with an Option that is intended to be an "incentive share option," the following shall apply: </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=4,SEQ=4,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=958376,FOLIO='4',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_5"> </A>
<UL>
<UL>
<DL compact>
<DT><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>No
share appreciation right shall be transferable by a Holder otherwise than by will or by the laws of descent and distribution, and share appreciation rights shall be exercisable,
during the Holder's lifetime, only by the Holder.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>Share
appreciation rights granted in connection with an Option may be exercised only when the Fair Market Value of the Shares subject to the Option exceeds the option price at
which Shares can be acquired pursuant to the Option. </FONT></DD></DL>
</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_article_6._reload_options"> </A>
<A NAME="toc_kn1913_8"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 6.<BR>  <BR>    RELOAD OPTIONS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Authorization of Reload Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Concurrently with the award of any Option (such Option
hereinafter referred to as the "Underlying Option") to any participant in the Plan, the Committee may grant one or more reload options (each, a "Reload Option") to such participant to purchase for
cash or Shares a number of Shares as specified below. A Reload Option shall be exercisable for an amount of Shares equal to (i)&nbsp;the number of Shares delivered by the Optionee to the Company to
exercise the Underlying Option, and (ii)&nbsp;to the extent authorized by the Committee, the number of Shares used to satisfy any tax withholding requirement incident to the exercise of the
Underlying Option, subject to the availability of Shares under the Plan at the time of such exercise. Any Reload Option may provide for the grant, when exercised, of subsequent Reload Options to the
extent and upon such terms and conditions consistent with this Article&nbsp;6, as the Committee in its sole discretion shall specify at or after the time of grant of such Reload Option. The grant of
a Reload Option will become effective upon the exercise of an Underlying Option or Reload Option by the Optionee delivering to the Company Shares owned by the Optionee in payment of the exercise price
and/or tax withholding obligations. Notwithstanding the fact that the Underlying Option may be an "incentive share option," a Reload Option is not intended to qualify as an "incentive share option"
under Section&nbsp;422 of the Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Reload Option Amendment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Each Share Option Agreement shall state whether the Committee has
authorized Reload Options with respect to the Underlying Option. Upon the exercise of an Underlying Option or other Reload Option, the Reload Option will be evidenced by an amendment to the underlying
Share Option Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Reload Option Price.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The option price per Share payable upon the exercise of a Reload Option shall
be the Fair Market Value of a Share on the date the grant of the Reload Option becomes effective. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Term and Exercise.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Each Reload Option is fully exercisable immediately from the effective date of
grant. The term of each Reload Option shall be equal to the remaining option term of the Underlying Option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.5.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Termination of Employment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;No additional Reload Options shall be granted to Optionees when Options
and/or Reload Options are exercised pursuant to the terms of this Plan following termination of the Optionee's employment unless the Committee, in its sole discretion, shall determine otherwise. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.6.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Applicability of Other Sections.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Except as otherwise provided in this Article&nbsp;6, the
provisions of Article&nbsp;9 applicable to Options shall apply equally to Reload Options. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_article_7._share_purchase_awards"> </A>
<A NAME="toc_kn1913_9"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 7.<BR>  <BR>    SHARE PURCHASE AWARDS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Grant of Share Purchase Award.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The term "Share Purchase Award" means the right to purchase Shares
of the Company and to pay for such Shares through a loan made by the Company to an employee (a "Purchase Loan") as set forth in this Article&nbsp;7. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=5,SEQ=5,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=361566,FOLIO='5',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_6"> </A>

<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;7.2.</FONT><FONT SIZE=2><I>&nbsp;&nbsp;Terms of Purchase Loans.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;(a)&nbsp;</FONT><FONT SIZE=2><I>Purchase
Loan</I></FONT><FONT SIZE=2>. Each Purchase Loan shall be evidenced by a promissory note. The term of the Purchase Loan shall be a period of years, as determined by the Committee, and the proceeds of
the Purchase Loan shall be used exclusively by the Participant for purchase of Shares from the Company at a purchase price equal to the Fair Market Value on the date of the Share Purchase Award. </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2><I>Interest on Purchase Loan</I></FONT><FONT SIZE=2>. A Purchase Loan shall be non-interest bearing or shall bear interest at whatever rate the
Committee shall determine (but not in excess of the maximum rate permissible under applicable law), payable in a manner and at such times as the Committee shall determine. Those terms and provisions
as the Committee shall determine shall be incorporated into the promissory note evidencing the Purchase Loan.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2><I>Forgiveness of Purchase Loan</I></FONT><FONT SIZE=2>. Subject to Section&nbsp;7.4 hereof, the Company may forgive the repayment of up to 100% of the
principal amount of the Purchase Loan, subject to such terms and conditions as the Committee shall determine and set forth in the promissory note evidencing the Purchase Loan. A Participant's Purchase
Loan can be prepaid at any time, and from time to time, without penalty. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Security for Loans. (a)&nbsp;Stock Power and Pledge</I></FONT><FONT SIZE=2>. Purchase Loans granted to Participants shall be secured by
a pledge of the Shares acquired pursuant to the Share Purchase Award. Such pledge shall be evidenced by a pledge agreement (the "Pledge Agreement") containing such terms and conditions as the
Committee shall determine. Purchase Loans shall be recourse or non-recourse with respect to a Participant, as determined from time to time by the Committee. The share certificates for the
Shares purchased by a Participant pursuant to a Share Purchase Award shall be issued in the Participant's name, but shall be held by the Company as security for repayment of the Participant's Purchase
Loan
together with a stock power executed in blank by the Participant (the execution and delivery of which by the Participant shall be a condition to the issuance of the Share Purchase Award). The
Participant shall be entitled to exercise all rights applicable to such Shares, including, but not limited to, the right to vote such Shares and the right to receive dividends and other distributions
made with respect to such Shares. When the Purchase Loan and any accrued but unpaid interest thereon has been repaid or otherwise satisfied in full, the Company shall deliver to the Participant the
share certificates for the Shares purchased by a Participant under the Share Purchase Award. </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2><I>Release and Delivery of Share Certificates During the Term of the Purchase Loan</I></FONT><FONT SIZE=2>. The Company shall release and deliver to each
Participant certificates for Shares purchased by a Participant pursuant to a Share Purchase Award, in such amounts and on such terms and conditions as the Committee shall determine, which shall be set
forth in the Pledge Agreement.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2><I>Release and Delivery of Share Certificates Upon Repayment of the Purchase Loan</I></FONT><FONT SIZE=2>. The Company shall release and deliver to each
Participant certificates for the Shares purchased by the Participant under the Share Purchase Award and then held by the Company, provided the Participant has paid or otherwise satisfied in full the
balance of the Purchase Loan and any accrued but unpaid interest thereon. In the event the balance of the Purchase Loan is not repaid, forgiven or otherwise satisfied within 90&nbsp;days after
(i)&nbsp;the date repayment of the Purchase Loan is due (whether in accordance with its term, by reason of acceleration or otherwise), or (ii)&nbsp;such longer time as the Committee, in its
discretion, shall provide for repayment or satisfaction, the Company shall retain those Shares then held by the Company in accordance with the Pledge Agreement.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(d)</FONT></DT><DD><FONT SIZE=2><I>Recourse Purchase Loans</I></FONT><FONT SIZE=2>. Notwithstanding Sections 7.3(a), (b)&nbsp;and (c)&nbsp;above, in the case of a recourse Purchase Loan,
the Committee may make such Purchase Loan on such terms as it determines, including without limitation, not requiring a pledge of the acquired Shares. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Termination of Employment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;(a)&nbsp;</FONT><FONT SIZE=2><I>Termination of Employment by Death,
Disability or by the Company Without Cause; Change of Control</I></FONT><FONT SIZE=2>. In the event of a Participant's termination of employment </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=6,SEQ=6,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=625916,FOLIO='6',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_7"> </A>

<P><FONT SIZE=2>
by reason of death, "disability" or by the Company without "cause," or in the event of a "change of control," the Committee shall have the right (but shall not be required) to forgive the remaining
unpaid amount (principal and interest) of the Purchase Loan in whole or in part as of the date of such occurrence. "Change of Control," "disability" and "cause" shall have the respective meanings as
set forth in the promissory note evidencing the Purchase Loan. </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2><I>Other Termination of Employment</I></FONT><FONT SIZE=2>. Subject to Section&nbsp;7.4(a) above, in the event of a Participant's termination of employment
for any reason, the Participant shall repay to the Company the entire balance of the Purchase Loan and any accrued but unpaid interest thereon, which amounts shall become immediately due and payable,
unless otherwise determined by the Committee. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.5.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Restrictions on Transfer.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;No Share Purchase Award or Shares purchased through such an Award and
pledged to the Company as collateral security for the Participant's Purchase Loan (and accrued and unpaid interest thereon) may be otherwise pledged, sold, assigned or transferred (other than by will
or by the laws of descent and distribution). </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_article_8._restricted_awards"> </A>
<A NAME="toc_kn1913_10"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 8.<BR>  <BR>    RESTRICTED AWARDS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Restricted Share Awards.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;(a)&nbsp;</FONT><FONT SIZE=2><I>Grant</I></FONT><FONT SIZE=2>. A
grant of Shares made pursuant to this Article&nbsp;8 is referred to as a "Restricted Share Award." The Committee may grant to any employee an amount of Shares in such manner, and subject to such
terms and conditions relating to vesting, forfeitability and restrictions on delivery and transfer (whether based on performance standards, periods of service or otherwise) as the Committee shall
establish (such Shares, "Restricted Shares"). The terms of any Restricted Share Award granted under this Plan shall be set forth in a written agreement (a "Restricted Share Agreement") which shall
contain provisions determined by the Committee and not inconsistent with this Plan. The provisions of Restricted Share Awards need not be the same for each Participant receiving such Awards. </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2><I>Issuance of Restricted Shares</I></FONT><FONT SIZE=2>. As soon as practicable after the date of grant of a Restricted Share Award by the Committee, the
Company shall cause to be transferred on the books of the Company, Shares registered in the name of the Company, as nominee for the Participant, evidencing the Restricted Shares covered by the Award;
provided, however, such Shares shall be subject to forfeiture to the Company retroactive to the date of grant, if a Restricted Share Agreement delivered to the Participant by the Company with respect
to the Restricted Shares covered by the Award is not duly executed by the Participant and timely returned to the Company. All Restricted Shares covered by Awards under this Article&nbsp;8 shall be
subject to the restrictions, terms and conditions contained in the Plan and the Restricted Share Agreement entered into by and between the Company and the Participant. Until the lapse or release of
all restrictions applicable to an Award of Restricted Shares, the share certificates representing such Restricted Shares shall be held in custody by the Company or its designee.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2><I>Shareholder Rights</I></FONT><FONT SIZE=2>. Beginning on the date of grant of the Restricted Share Award and subject to execution of the Restricted Share
Agreement as provided in Sections 8.1(a) and (b), the Participant
shall become a shareholder of the Company with respect to all Shares subject to the Restricted Share Agreement and shall have all of the rights of a shareholder, including, but not limited to, the
right to vote such Shares and the right to receive distributions made with respect to such Shares; </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that any Shares distributed as a
dividend or otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Shares and shall be
represented by book entry and held as prescribed in Section&nbsp;8.1(b). </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=7,SEQ=7,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=999316,FOLIO='7',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_8"> </A>
<UL>
<UL>
</UL>
<DL compact>
<DT><FONT SIZE=2>(d)</FONT></DT><DD><FONT SIZE=2><I>Restriction on Transferability</I></FONT><FONT SIZE=2>. None of the Restricted Shares may be assigned or transferred (other than by will or the laws of
descent and distribution), pledged or sold prior to lapse or release of the restrictions applicable thereto.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(e)</FONT></DT><DD><FONT SIZE=2><I>Delivery of Shares Upon Release of Restrictions</I></FONT><FONT SIZE=2>. Upon expiration or earlier termination of the forfeiture period without a forfeiture
and the satisfaction of or release from any other conditions prescribed by the Committee, the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible
thereafter, subject to the requirements of Section&nbsp;12.1, the Company shall deliver to the Participant or, in case of the Participant's death, to the Participant's beneficiary, one or more stock
certificates for the appropriate number of Shares, free of all such restrictions, except for any restrictions that may be imposed by law. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Terms of Restricted Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;(a)&nbsp;</FONT><FONT SIZE=2><I>Forfeiture of Restricted
Shares</I></FONT><FONT SIZE=2>. Subject to Section&nbsp;8.2(b), all Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to such Restricted
Shares shall terminate unless the Participant continues in the service of the Company as an employee until the expiration of the forfeiture period for such Restricted Shares and satisfies any and all
other conditions set forth in the Restricted Share Agreement. The Committee in its sole discretion, shall determine the forfeiture period (which may, but need not, lapse in installments) and any other
terms and conditions applicable with respect to any Restricted Share Award. </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2><I>Waiver of Forfeiture Period</I></FONT><FONT SIZE=2>. Notwithstanding anything contained in this Article&nbsp;8 to the contrary, the Committee may, in its
sole discretion, waive the forfeiture period and any other conditions set forth in any Restricted Share Agreement under appropriate circumstances (including the death, disability or retirement of the
Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of the Restricted Shares)
as the Committee shall deem appropriate. </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_article_9._deferred_share_awards"> </A>
<A NAME="toc_kn1913_11"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 9.<BR>  <BR>    DEFERRED SHARE AWARDS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Shares and Administration.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Awards of the right to receive Shares that are not to be distributed to
the Participant until after a specified deferral period (such Award and the deferred Shares delivered thereunder hereinafter as the context shall require, the "Deferred Shares") may be made either
alone or in addition to share options, share appreciation rights, or Restricted Share Awards, or Other Share-based Awards (hereafter defined) granted under the Plan. The Committee shall determine the
Directors, officers and other key employees of the Company and its subsidiaries to whom and the time or times at which Deferred Shares shall be awarded, the number of Deferred Shares to be awarded to
any Participant, the duration of the period (the "Deferral Period") during which, and the conditions under which, receipt of the Shares will be deferred, and the terms and conditions of the award in
addition to those contained in Section&nbsp;9.2. In its sole discretion, the Committee may provide for a minimum payment at the end of the applicable Deferral Period based on a stated percentage of
the Fair Market Value on the date of grant of the number of Shares covered by a Deferred Share award. The Committee may also provide for the grant of Deferred Shares upon the completion of a specified
performance period. The provisions of Deferred Share awards need not be the same with respect to each recipient. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Terms and Conditions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Deferred Share awards made pursuant to this Article&nbsp;9 shall be
subject to the following terms and conditions: </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>Subject
to the provisions of the Plan, the Shares to be issued pursuant to a Deferred Share award may not be sold, assigned, transferred, pledged or otherwise encumbered during the
Deferral Period or Elective Deferral Period (defined below), where applicable, and may be </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=8,SEQ=8,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=980915,FOLIO='8',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_9"> </A>
<UL>
<UL>

<P><FONT SIZE=2>subject
to a risk of forfeiture during all or such portion of the Deferral Period as shall be specified by the Committee. At the expiration of the Deferral Period and Elective Deferral Period, share
certificates shall be delivered to the Participant, or the Participant's legal representative, in a number equal to the number of shares covered by the Deferred Share award. </FONT></P>

</UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>Amounts
equal to any dividends declared during the Deferral Period with respect to the number of Shares covered by a Deferred Share award will be paid to the Participant currently,
or deferred and deemed to be reinvested in additional deferred Shares or otherwise reinvested, as determined at the time of the award by the Committee, in its sole discretion.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>Subject
to the provisions of paragraph&nbsp;9.2(d) of this Article&nbsp;9, upon termination of employment for any reason during the Deferral Period for a given award, the
Deferred Shares in question shall be forfeited by the Participant.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(d)</FONT></DT><DD><FONT SIZE=2>In
the event of the Participant's death or permanent disability during the Deferral Period (or Elective Deferral Period, where applicable), or in cases of special circumstances, the
Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all of the remaining deferral limitations imposed
hereunder with respect to any or all of the Participant's Deferred Shares.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(e)</FONT></DT><DD><FONT SIZE=2>Prior
to completion of the Deferral Period, a Participant may elect to further defer receipt of the award for a specified period or until a specified event (the "Elective Deferral
Period"), subject in each case to the approval of the Committee and under such terms as are determined by the Committee, all in its sole discretion.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(f)</FONT></DT><DD><FONT SIZE=2>Each
award shall be confirmed by a Deferred Share agreement or other instrument executed by the Company and the Participant. </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kn1913_article_10._generally_applicable_provisions"> </A>
<A NAME="toc_kn1913_12"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 10.<BR>  <BR>    GENERALLY APPLICABLE PROVISIONS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Option Period.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Subject to Section&nbsp;3.1(b), the period for which an Option is exercisable
shall not exceed ten years from the date such Option is granted, </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, in the case of an Option that is not intended to be an "incentive
share option," the Committee may prescribe a period in excess of ten years. After the Option is granted, the option period may not be reduced. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Fair Market Value.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The "Fair Market Value" of a Share shall be determined in good faith by the
Committee in its sole discretion from time to time. In no case shall Fair Market Value be less than the par value of a Share. An Option shall be considered granted on the date the Committee acts to
grant the Option or such later date as the Committee shall specify. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Exercise of Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Options granted under the Plan shall be exercised by the Optionee or by a
Permitted Assignee thereof (or by his executors, administrators, guardian or legal representative, as provided in Sections 10.6 and 10.7 hereof) as to all or part of the Shares covered thereby, by the
giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of
such purchase price shall be made within five business days following the date of exercise and shall be made (i)&nbsp;in cash or by certified check or bank check, (ii)&nbsp;with the consent of the
Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Committee, (iii)&nbsp;with the consent of Committee, by tendering previously
acquired Shares (valued at its Fair Market Value, as determined by the Committee as of the date of tender), or (iv)&nbsp;with the consent of the Committee, any combination of (i), (ii)&nbsp;and
(iii). In connection with a tender of previously acquired Shares pursuant to clause&nbsp;(iii) above, the Committee, in its sole discretion, may permit the Optionee to constructively exchange Shares
already owned by the Optionee in lieu of </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=9,SEQ=9,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=732979,FOLIO='9',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_10"> </A>

<P><FONT SIZE=2>
actually tendering such Shares to the Company, provided that adequate documentation concerning the ownership of the Shares to be constructively tendered is furnished in form satisfactory to the
Committee. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct,
and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder
be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer
shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of Shares subject to an Option until certificates for such Shares shall have
been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Transferability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;No Option that is intended to qualify as an "incentive stock option" under
Section&nbsp;422 of the Code shall be assignable or transferable by the Optionee, other than by will or the laws of descent and distribution, and such Option may be exercised during the life of the
Optionee only by the Optionee or his guardian or legal representative. "Non-qualified share options" and any share appreciation rights granted in tandem therewith are transferable
(together and not separately) with the consent of the Committee by the Optionee or Holder, as the case may be, to any one or more of the following persons (each, a "Permitted Assignee"):
(i)&nbsp;the spouse, parent, issue, spouse of issue, or issue of spouse ("issue" shall include all descendants whether natural or adopted) of such Optionee or Holder, as the case may be;
(ii)&nbsp;a trust for the benefit of one or more of those persons described in clause&nbsp;(i) above or for the benefit of such Optionee or Holder, as the case may be; (iii)&nbsp;an entity in
which the Optionee or Holder or any Permitted Assignee thereof is a beneficial owner; or (iv)&nbsp;in the case of a transfer by an Optionee who is a non-employee director, another
non-employee director of the Company; provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of this Plan and the Share Option Agreement
relating to the transferred Option and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Optionee or Holder shall remain bound by the
terms and conditions of this Plan. In the case of a transfer by a non-employee director to another non-employee director, the vesting and exercisability shall after such
transfer be determined by reference to the service of the assignee, rather than the
assignor. The Company shall cooperate with any Permitted Assignee and the Company's transfer agent in effectuating any transfer permitted under this Section&nbsp;10.4. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.5.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Termination of Employment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event of the termination of employment of an Optionee or the
termination or separation from service of an advisor or consultant or a Director (who is an Optionee) for any reason (other than death or disability as provided below), any Option(s) granted to such
Optionee under this Plan and not previously exercised or expired shall be deemed cancelled and terminated on the day of such termination or separation, unless the Committee decides, in its sole
discretion, to extend the term of the Option for a period not to exceed three months after the date of such termination or separation, </FONT><FONT SIZE=2><I>provided,
however</I></FONT><FONT SIZE=2>, that in no instance may the term of the Option, as so extended, exceed the maximum term established pursuant to Section&nbsp;3.1(b)(ii)&nbsp;or 10.1 above.
Notwithstanding the foregoing, in the event of the termination or separation from service of an Optionee for any reason other than death or disability, under conditions satisfactory to the Company,
the Committee may, in its sole discretion, allow any "nonqualified share options" granted to such Optionee under the Plan and not previously exercised or expired to be exercisable for a period of time
to be specified by the Committee, </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that in no instance may the term of the Option, as so extended, exceed the maximum term established
pursuant to Section&nbsp;10.1 above. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.6.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Death.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event an Optionee dies while employed by the Company or any of its subsidiaries or
affiliates or during his term as a Director of the Company or any of its subsidiaries or affiliates, as the case may be, any Option(s) granted to him (or his Permitted Assignee) and not </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=10,SEQ=10,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=342786,FOLIO='10',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_11"> </A>

<P><FONT SIZE=2>
previously expired or exercised shall, to the extent exercisable on the date of death, be exercisable by the estate of such Optionee or by any person who acquired such Option by bequest or
inheritance, or by the Permitted Assignee at any time within one year after the death of the Optionee, unless earlier terminated pursuant to its terms, </FONT><FONT SIZE=2><I>provided,
however</I></FONT><FONT SIZE=2>, that if the term of such Option would expire by its terms within six months after the Optionee's death, the term of such Option shall be extended until six months
after the Optionee's death, </FONT><FONT SIZE=2><I>provided further, however</I></FONT><FONT SIZE=2>, that in no instance may the term of the Option, as so extended, exceed the maximum term
established pursuant to Section&nbsp;3.1(b)(ii)&nbsp;or 10.1 above. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.7.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Disability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event of the termination of employment of an Optionee or the separation from
service of a Director (who is an Optionee) due to total disability, the Optionee, or his guardian or legal representative, or a Permitted Assignee shall have the unqualified right to exercise any
Option(s) which have not been previously exercised or expired and which the Optionee was eligible to exercise as of the first date of total disability (as determined by the Committee), at any time
within one year after such termination or separation, unless earlier terminated pursuant to its terms, </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that if the term of such
Option would expire by its terms within six months after such termination or separation, the term of such Option shall be extended until six months after such termination or separation, </FONT> <FONT SIZE=2><I>provided further,
however</I></FONT><FONT SIZE=2>, that in no instance may the term of the Option, as so extended, exceed the maximum term established pursuant to
Section&nbsp;3.1(b)(ii)&nbsp;or 10.1 above. The term "total disability" shall, for purposes of this Plan, be defined in the same manner as such term is defined in Section&nbsp;22(e)(3) of the
Code. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.8.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Amendment and Modification of the Plan.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Compensation Committee of the Board of Directors of
the Company may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for shareholder approval imposed by applicable law or any rule of
any stock exchange or quotation system on which Shares are listed or quoted; provided that such Compensation Committee may not amend the Plan, without the approval of the Company's shareholders, to
increase the number of Shares that may be the subject of Options under the Plan (except for adjustments pursuant to Section&nbsp;10.9 hereof). In addition, no amendments to, or termination of, the
Plan shall in any way impair the rights of an Optionee or a Participant (or a Permitted Assignee thereof) under any Award previously granted without such Optionee's or Participant's consent. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.9.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Adjustments.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or
other similar corporate transaction or event affects the Shares with respect to which Options have been or may be issued under the Plan, such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as the Committee
may deem equitable, adjust any or all of (i)&nbsp;the number and type of Shares that thereafter may be made the subject of Options, (ii)&nbsp;the number and type of Shares subject to outstanding
Options and share appreciation rights, and (iii)&nbsp;the grant or exercise price with respect to any Option, or, if deemed appropriate, make provision for a cash payment to the holder of any
outstanding Option; provided, in each case, that with respect to "incentive stock options," no such adjustment shall be authorized to the extent that such adjustment would cause such options to
violate Section&nbsp;422(b) of the Code or any successor provision; and provided further, that the number of Shares subject to any Option denominated in Shares shall always be a whole number. In the
event of any reorganization, merger, consolidation, split-up, spin-off, or other business combination involving the Company (collectively, a "Reorganization"), the Compensation
Committee of the Board of Directors or the Board of Directors may cause any Award outstanding as of the effective date of the Reorganization </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>11</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=11,SEQ=11,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=959001,FOLIO='11',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_12"> </A>

<P><FONT SIZE=2>
to be cancelled in consideration of a cash payment or alternate Award made to the holder of such cancelled Award equal in value to the fair market value of such cancelled Award. The determination of
fair market value shall be made by the Compensation Committee of the Board of Directors or the Board of Directors, as the case may be, in their sole discretion. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.10.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Change in Control.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The terms of any Award may provide in the Share Option Agreement, Restricted
Share Agreement, Purchase Loan or other document evidencing the Award, that upon a "Change in Control" of the Company (as that term may be defined therein), (i)&nbsp;Options (and share appreciation
rights) accelerate and become fully exercisable, (ii)&nbsp;restrictions on Restricted Shares lapse and the shares become fully vested, (iii)&nbsp;Purchase Loans are forgiven in whole or in part,
and (iv)&nbsp;such other additional benefits as the Committee deems appropriate shall apply. For purposes of this Plan, a "Change in Control" shall mean an event described in the applicable document
evidencing the Award or such other event as determined in the sole discretion of the Board of Directors of the Company.
The Committee, in its discretion, may determine that, upon the occurrence of a Change in Control of the Company, each Option and share appreciation right outstanding hereunder shall terminate within a
specified number of days after notice to the Participant or Holder, and such Participant or Holder shall receive, with respect to each Share subject to such Option or share appreciation right, an
amount equal to the excess of the Fair Market Value of such Shares immediately prior to the occurrence of such Change in Control over the exercise price per share of such Option or share appreciation
right; such amount to be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its
discretion, shall determine. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.11.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Employment Violation.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Each Share Option Agreement evidencing an Option granted on or after
April&nbsp;1, 2001, shall include and be subject to the following terms: </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>The
terms of this Section&nbsp;10.11 shall apply to the Option if the Optionee is or shall become subject to an employment agreement with the Company.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>If
the Optionee materially breaches his or her employment agreement (it being understood that any breach of the post-termination obligations contained therein shall be
deemed to be material) for so long as the terms of such employment agreement shall apply to the Optionee (each, an "Employment Violation"), the Company shall have the right to require (i)&nbsp;the
termination and cancellation of the unexercised portion of the Option, if any, whether vested or unvested, and (ii)&nbsp;payment by the Optionee to the Company of the Recapture Amount (as defined
below). Such termination of unexercised Options and payment of the Recapture Amount, as the case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company
arising out of or in connection with any such Employment Violation including, without limitation, the right to terminate Optionee's employment if not already terminated, seek injunctive relief and
additional monetary damages.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>"Recapture
Amount" shall mean the gross gain realized or unrealized by the Optionee upon each exercise of his Option during the period beginning on the date which is twelve
(12)&nbsp;months prior to the date of the Optionee's Employment Violation and ending on the date of computation (the "Look-back Period"), which gain shall be calculated as the sum
of:
<BR><BR></FONT>
<DL compact>
<DT><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>if
the Optionee has exercised any portion of his Option during the Look-back Period and sold any of the Shares acquired on exercise thereafter, an amount equal to the
product of (x)&nbsp;the sales price per Share sold minus the exercise price per Share times (y)&nbsp;the number of Shares as to which the Option was exercised and which were sold at such sales
price; plus
<BR><BR></FONT></DD><DT><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>if
the Optionee has exercised any portion of his Option during the Look-back Period and not sold any of the Shares acquired on exercise thereafter, with respect to each
of such Shares an amount equal
to the product of (x)&nbsp;the greatest of the following: (1)&nbsp;the Fair Market Value per Share on the date of exercise, (2)&nbsp;the arithmetic average of the per </FONT></DD></DL>
</DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>12</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=12,SEQ=12,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=372115,FOLIO='12',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<A NAME="page_kn1913_1_13"> </A>
<UL>
<UL>
<UL>

<P><FONT SIZE=2>Share
closing sales prices as reported on NASDAQ for the thirty (30)&nbsp;trading day period ending on the trading day immediately preceding the date of the Company's written notice of its exercise
of its rights under this clause&nbsp;(h), or (3)&nbsp;the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the thirty (30)&nbsp;trading day period ending on the
trading day immediately preceding the date of computation, minus the exercise price per Share times (y)&nbsp;the number of Shares as to which this Option was exercised and which were not sold; </FONT></P>

</UL>
</UL>
</UL>

<P><FONT SIZE=2>provided,
however, in lieu of payment by the Optionee to the Company of the Recapture Amount determined pursuant to subclause (ii)&nbsp;above, the Optionee, in his or her discretion, may tender to
the Company the Shares acquired upon exercise of this Option during the Look-back Period and not sold and the Optionee shall not be entitled to receive any consideration from the Company
in exchange therefor. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;With
respect to any other Awards granted hereunder, the terms of any Restricted Share Agreement, share appreciation right, Share Purchase Award or any other document evidencing an
Award under the Plan, may include comparable provisions to those set forth in this Section&nbsp;10.11. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.12.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Other Provisions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;(a)&nbsp;The Committee may require each Participant purchasing Shares
pursuant to an Award under the Plan to represent to and agree with the Company in writing that such Participant is acquiring the Shares without a view to distribution thereof. The certificates for
such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>All
certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such share-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other restrictions of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>Awards
granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Awards granted
under the Plan. If Awards are granted in substitution for other Awards, the Committee shall require the surrender of such other Awards in consideration for the grant of the new Awards. Awards granted
in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(d)</FONT></DT><DD><FONT SIZE=2>Nothing
contained in this Plan shall prevent the Board of Directors from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable only in specific cases.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(e)</FONT></DT><DD><FONT SIZE=2>A
Participant shall have no right as a shareholder until he or she becomes the holder of record.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(f)</FONT></DT><DD><FONT SIZE=2>The
Company will provide to its shareholders, at least annually, reports containing financial statements and management's discussion and analysis of financial conditions and
results of operations. </FONT></DD></DL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>13</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=13,SEQ=13,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=753613,FOLIO='13',FILE='DISK027:[01WLA3.01WLA1913]KN1913A.;15',USER='EMELLIN',CD='11-NOV-2001;10:35' -->
<UL>
<UL>
</UL>
</UL>
<!-- Generated by Merrill Corporation (www.merrillcorp.com) -->
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="page_kp1913_1_14"> </A> </FONT></P>

<!-- TOC_END -->
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kp1913_article_11._performance-based_awards."> </A>
<A NAME="toc_kp1913_1"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 11.<BR>  <BR>    PERFORMANCE-BASED AWARDS.    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;(a)&nbsp;Certain Awards granted under the Plan may be granted in a manner such that
the Awards qualify as "performance-based compensation"(as such term is used in Section&nbsp;162(m) of the Code and the regulations thereunder) and thus be exempt from the deduction limitation
imposed by Section&nbsp;162(m) of the Code ("Performance-Based Awards"). Awards shall only qualify as Performance-Based Awards if, among other things, at the time of grant the Committee is comprised
solely of two or more "outside directors" (as such term is used in Section&nbsp;162(m) of the Code and the regulations thereunder). </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>Performance-Based
Awards may be granted to Participants at any time and from time to time, as shall be determined by the Committee. The Committee shall have complete discretion in
determining the number, amount and timing of awards granted to each Participant. Such Performance-Based Awards may take the form of, without limitation, cash, Shares or any combination thereof.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>The
Committee shall set performance goals at its discretion which, depending on the extent to which they are met, will determine the number and/or value of such Performance-Based
Awards that will be paid out to the Participants, and may attach to such Performance-Based Awards one or more restrictions. The maximum amount of Performance-Based Awards to be awarded to any employee
during any fiscal year shall be $1,000,000. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Options and Share Appreciation Rights.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Options and share appreciation rights granted under the
Plan with an exercise price at or above the fair market value of the Shares on the date of grant should qualify as Performance-Based Awards. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Other Awards.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Either the granting or vesting of Performance-Based Awards granted under the Plan
shall be subject to the achievement of a performance target or targets, as determined by the Committee in its sole discretion, based on one or more of the performance measures specified in
Section&nbsp;11.4 below. With respect to such Performance-Based Awards: </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(1)</FONT></DT><DD><FONT SIZE=2>the
Committee shall establish in writing (x)&nbsp;the objective performance-based goals applicable to a given period and (y)&nbsp;the individual employees or class of employees
to which such performance-based goals apply no later than 90&nbsp;days after the commencement of such period (but in no event after 25&nbsp;percent of such period has elapsed);
<BR><BR></FONT></DD><DT><FONT SIZE=2>(2)</FONT></DT><DD><FONT SIZE=2>no
Performance-Based Awards shall be payable to or vest with respect to, as the case may be, any Participant for a given period until the Committee certifies in writing that the
objective performance goals (and any other material terms) applicable to such period have been satisfied; and
<BR><BR></FONT></DD><DT><FONT SIZE=2>(3)</FONT></DT><DD><FONT SIZE=2>after
the establishment of a performance goal, the Committee shall not revise such performance goal or increase the amount of compensation payable thereunder (as determined in
accordance with Section&nbsp;162(m) of the Code) upon the attainment of such performance goal. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Performance Measures.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Committee may use the following performance measures (either
individually or in any combination) to set performance targets with respect to Awards intended to qualify as Performance-Based Awards: net sales; pretax income before allocation of corporate overhead
and bonus; budget; earnings per share; net income; division, group or corporate financial goals; return on stockholders' equity; return on assets; attainment of strategic and operational initiatives;
appreciation in and/or maintenance of the price of the Common Stock or any other publicly-traded securities of the Company; market share; gross profits; earnings before taxes; earnings before </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>14</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=1,SEQ=14,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=708183,FOLIO='14',FILE='DISK027:[01WLA3.01WLA1913]KP1913A.;6',USER='RTHORPE',CD='10-NOV-2001;22:23' -->
<A NAME="page_kp1913_1_15"> </A>

<P><FONT SIZE=2>
interest and taxes; earnings before interest, taxes, depreciation and amortization; economic value-added models; comparisons with various stock market indices; and/or reductions in costs. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kp1913_article_12._miscellaneous"> </A>
<A NAME="toc_kp1913_2"> </A>
<BR></FONT><FONT SIZE=2><B>ARTICLE 12.<BR>  <BR>    MISCELLANEOUS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Tax Withholding.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Company shall notify an Optionee or Participant (or a Permitted Assignee
thereof) of any income tax withholding requirements arising as a result of the grant of any Award, exercise of an Option or share appreciation rights or any other event occurring pursuant to this
Plan. The Company shall have the right to withhold from such Optionee or Participant (or a Permitted Assignee thereof) such withholding taxes as may be required by law, or to otherwise require the
Optionee or Participant (or a Permitted Assignee thereof) to pay such withholding taxes. If the Optionee or Participant (or a Permitted Assignee thereof) shall fail to make such tax payments as are
required, the Company or its subsidiaries or affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to such Optionee or Participant or to take such other action as may be necessary to satisfy such withholding obligations. In
satisfaction of the requirement to pay withholding taxes, the Optionee (or Permitted Assignee) make a written election, which may be accepted or rejected in the discretion of the Committee, to have
withheld a portion of the Shares then issuable to the Optionee (or Permitted Assignee) pursuant to the Option having an aggregate Fair Market Value equal to the withholding taxes. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Right of Discharge Reserved.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Nothing in the Plan nor the grant of an Award hereunder shall confer
upon any employee, Director or other individual the right to continue in the employment or service of the Company or any subsidiary or affiliate of the Company or affect any right that the Company or
any subsidiary or affiliate of the Company may have to terminate the employment or service of (or to demote or to exclude from future Options under the Plan) any such employee, Director or other
individual at any time for any reason. Except as specifically provided by the Committee, the Company shall not be liable for the loss of existing or potential profit from an Award granted in the event
of termination of an employment or other relationship even if the termination is in violation of an obligation of the Company or any subsidiary or affiliate of the Company to the employee or Director. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Nature of Payments.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;All Awards made pursuant to the Plan are in consideration of services
performed or to be performed for the Company or any subsidiary or affiliate of the Company. Any income or gain realized pursuant to Awards under the Plan and any share appreciation rights constitutes
a special incentive payment to the Optionee, Participant or Holder and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the
employee benefit plans of the Company or any subsidiary or affiliate of the Company except as may be determined by the Committee or by the Directors or directors of the applicable subsidiary or
affiliate of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Unfunded Status of the Plan.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation. With respect to any payments not yet made to a Participant or Optionee by the Company, nothing contained herein shall give any such Participant or Optionee any rights that
are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the
Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status
of the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.5.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Severability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;If any provision of the Plan shall be held unlawful or otherwise invalid or
unenforceable in whole or in part, such unlawfulness, invalidity or unenforceability shall not affect any other provision of the Plan or part thereof, each of which remain in full force and effect. If
the making </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>15</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=2,SEQ=15,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=882926,FOLIO='15',FILE='DISK027:[01WLA3.01WLA1913]KP1913A.;6',USER='RTHORPE',CD='10-NOV-2001;22:23' -->
<A NAME="page_kp1913_1_16"> </A>

<P><FONT SIZE=2>
of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable, such unlawfulness, invalidity or unenforceability shall not
prevent
any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be
unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that
it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.6.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Gender and Number.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In order to shorten and to improve the understandability of the Plan document
by eliminating the repeated usage of such phrases as "his or her" and any masculine terminology herein shall also include the feminine, and the definition of any term herein in the singular shall also
include the plural except when otherwise indicated by the context. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.7.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Governing Law.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Plan and all determinations made and actions taken thereunder, to the extent
not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed accordingly. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.8.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Effective Date of Plan; Termination of Plan.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Plan shall be effective on the date of the
approval of the Plan by the Board of Directors. Notwithstanding the foregoing, no Option intended to qualify as an incentive share option shall be granted hereunder until the Plan shall be approved by
the holders of a majority of the shares entitled to vote thereon, provided such approval is obtained within 12&nbsp;months after the date of adoption of the Plan by the Board of Directors. Awards
may be granted under the Plan at any time and from time to time prior to May&nbsp;31, 2008, on which date the Plan will expire except as to Awards and related share appreciation rights then
outstanding under the Plan. Such outstanding Awards and share appreciation rights shall remain in effect until they have been exercised or terminated, or have expired. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.9.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Captions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The captions in this Plan are for convenience of reference only, and are not intended
to narrow, limit or affect the substance or interpretation of the provisions contained herein. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>16</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=3,SEQ=16,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=255885,FOLIO='16',FILE='DISK027:[01WLA3.01WLA1913]KP1913A.;6',USER='RTHORPE',CD='10-NOV-2001;22:23' -->
<!-- Generated by Merrill Corporation (www.merrillcorp.com) -->
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="page_kr1913_1_17"> </A> </FONT></P>

<!-- TOC_END -->
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kr1913_stock_option_certificate_(non-transferable)"> </A>
<A NAME="toc_kr1913_1"> </A>
<BR></FONT><FONT SIZE=2><B>STOCK OPTION CERTIFICATE<BR>  (Non-Transferable)    <BR>  </B></FONT></P>

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="49%"><FONT SIZE=2>Stock Option #9800xxxx</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%" ALIGN="RIGHT"><FONT SIZE=2>For x,xxx Shares</FONT></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->

<P ALIGN="CENTER"><FONT SIZE=2><B>Issued Pursuant to the<BR>
1998 Incentive Plan of<BR>
ACTIVISION,&nbsp;INC.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;THIS CERTIFIES that on&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(the "Issuance Date")&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(the "Holder") was
granted an option (the "Option") to purchase at the
option price of $xx.xxx per share, all or any part of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;fully paid and non-assessable shares ("Shares") of the Common Stock (no par value) of ACTIVISION,&nbsp;INC., a
Delaware corporation (the "Company"), upon and subject to the following terms and conditions: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Terms of the Plan.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Option is granted pursuant to, and is subject to the terms and conditions of,
the 1998 Incentive Plan of the Company (the "Plan"), the terms, conditions and definitions of which are hereby incorporated herein as though set forth at length, and the receipt of a copy of which the
Holder hereby acknowledges by his signature below. Capitalized terms used herein shall have the meanings set forth in the Plan, unless otherwise defined herein. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Expiration.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;This Option shall expire on&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, unless extended or earlier terminated in
accordance herewith. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Exercise.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;This Option may be exercised or surrendered during the Holder's lifetime only by the
Holder or his/her guardian or legal representative. THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, SUBJECT TO THE TERMS AND
CONDITIONS OF THE PLAN. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This
Option shall vest and be exercisable as follows: </FONT></P>

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="76%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
<TH WIDTH="32%" ALIGN="LEFT"><FONT SIZE=1><B>Vesting Date<BR> </B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="32%" ALIGN="CENTER"><FONT SIZE=1><B>Shares Vested at Vesting Date</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="32%" ALIGN="CENTER"><FONT SIZE=1><B>Cumulative Shares<BR>
Vested at Vesting Date</B></FONT><HR NOSHADE></TH>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="32%" ALIGN="CENTER"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="32%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="32%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="32%" ALIGN="CENTER"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="32%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="32%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This
Option shall be exercised by the Holder (or by his or her executors, administrators, guardian or legal representative) as to all or part of the Shares, by the giving of written
notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase
price shall be made at the time of exercise and shall be made (i)&nbsp;in cash or by certified check or bank check, (ii)&nbsp;with the consent of the Company, by tendering previously acquired
Shares (valued at its Fair Market Value (as defined in the Plan), as determined by the Company as of the date of tender), or (iii)&nbsp;with the consent of the Company, combination of (i)&nbsp;and
(ii). Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Company may from time to time direct, and
shall be in such form, containing such further provisions as the Company may from time to time prescribe. In no event may this Option be exercised for a fraction of a Share. The Company shall effect
the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person
exercising this Option shall have any of the rights of a holder of Shares subject to this Option until certificates for such Shares shall have been issued following the exercise of </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>17</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=1,SEQ=17,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=1025403,FOLIO='17',FILE='DISK027:[01WLA3.01WLA1913]KR1913A.;14',USER='EMELLIN',CD='11-NOV-2001;10:40' -->
<A NAME="page_kr1913_1_18"> </A>

<P><FONT SIZE=2>
such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Termination of Employment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event of the termination of employment or separation from service
of the Holder for any reason (other than death or disability as provided below), this Option, to the extent not previously exercised or expired, shall be deemed cancelled and terminated 30&nbsp;days
after the day of such termination or separation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Death.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event the Holder dies while employed by the Company or any of its subsidiaries or
affiliates, or during his term as a Director of the Company or any of its subsidiaries or affiliates, as the
case may be, this Option, to the extent not previously expired or exercised, shall, to the extent exercisable on the date of death, be exercisable by the estate of the Holder or by any person who
acquired this Option by bequest or inheritance, at any time within one year after the death of the Holder, unless earlier terminated pursuant to its terms, provided, however, that if the term of this
Option would expire by its terms within six months after the Holder's death, the term of this Option shall be extended until six months after the Holder's death. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Disability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event of the termination of employment of the Holder or the separation from
service of a Director who is a Holder due to total disability, the Holder, or his or her guardian or legal representative, shall have the unqualified right to exercise any portion of this Option which
has not been previously exercised or expired and which the Holder was eligible to exercise as of the first date of total disability (as determined by the Company), at any time within one year after
such termination or separation, unless earlier terminated pursuant to its terms, provided, however, that if the term of such Option would expire by its terms within six months after such termination
or separation, the term of such Option shall be extended until six months after such termination or separation. The term "total disability" shall, for purposes of this Option Certificate, be defined
in the same manner as such term is defined in Section&nbsp;22(e)(3) of the Internal Revenue Code of 1986, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Change of Control.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;If the Holder is an active employee of the Company or any of its subsidiaries at
the time there occurs a "Change of Control" of the Company (as defined below) and the Holder's employment is terminated by the Company or any of its subsidiaries other than for Cause (as defined
below) within twelve (12)&nbsp;months following such Change of Control, or such longer period as the Committee may determine, the portion, if any, of this Option with respect to which the right to
exercise has not yet accrued, shall immediately vest and be exercisable in full, effective upon such termination, for a period of 30&nbsp;days thereafter, or such longer period as the Committee may
determine. For purposes of this Option, a "Change of Control" of the Company shall be deemed to occur if: </FONT></P>

<UL>
<UL>
<DL compact>
<DT><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>there
shall have occurred a Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule&nbsp;14A of
Regulation&nbsp;14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof, whether or not the Company is then subject to such
reporting requirement, provided, however, that there shall not be deemed to be a Change of Control of the Company if immediately prior to the occurrence of what would otherwise be a Change of Control
of the Company (a)&nbsp;the Holder is the other party to the transaction (a "Control Event") that would otherwise result in a Change of Control of the Company or (b)&nbsp;the Holder is an
executive officer, trustee, director or more than 5% equity holder of the other party to the Control Event or of any entity, directly or indirectly, controlling such other party;
<BR><BR></FONT></DD><DT><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>the
Company merges or consolidates with, or sells all or substantially all of its assets to, another company (each, a "Transaction"), provided,
however, that a Transaction shall not be deemed to result in a Change of Control of the Company if (a)&nbsp;immediately prior thereto the circumstances in (i)(a) or (i)(b) above exist, or
(b)&nbsp;(1) the shareholders of the Company, immediately before such Transaction own, directly or indirectly, immediately </FONT></DD></DL>
</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>18</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=2,SEQ=18,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=288113,FOLIO='18',FILE='DISK027:[01WLA3.01WLA1913]KR1913A.;14',USER='EMELLIN',CD='11-NOV-2001;10:40' -->
<A NAME="page_kr1913_1_19"> </A>
<UL>
<UL>
<UL>

<P><FONT SIZE=2>following
such Transaction in excess of fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Transaction (the
"Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2)&nbsp;the individuals who were
members of the Company's Board of Directors immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the board of directors
or the board of trustees, as the case may be, of the Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting
securities of the Surviving Corporation; or </FONT></P>

</UL>
<DL compact>
<DT><FONT SIZE=2>(iii)</FONT></DT><DD><FONT SIZE=2>the
Company acquires assets of another company or a subsidiary of the Company merges or consolidates with another company (each, an "Other
Transaction") and (a)&nbsp;the shareholders of the Company, immediately before such Other Transaction own, directly or indirectly, immediately following such Other Transaction 50% or less of the
combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Other Transaction (the "Other Surviving Corporation") in substantially the same
proportion as their ownership of the voting securities of the Company immediately before such Other Transaction or (b)&nbsp;the individuals who were members of the Company's Board of Directors
immediately prior to the execution of the agreement providing for such Other Transaction constitute less than a majority of the members of the board of directors or the board of trustees, as the case
may be, of the Other Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving
Corporation, provided, however, that an Other Transaction shall not be deemed to result in a Change of Control of the Company if immediately prior thereto the circumstances in (i)(a) or (i)(b) above
exist. </FONT></DD></DL>
</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this Option, "Cause" shall mean (unless a different definition is used in the Holder's written employment agreement with the Company, if any, in which case such
different definition shall apply to the Holder) any of the following: </FONT></P>

<UL>
<UL>
<DL compact>
<DT><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>material
breach by the Holder of his or her employment agreement, if any, or material failure by the Holder to perform his or her duties (other than
as a result of incapacity due to physical or mental illness) during his or her employment with the Company after written notice of such breach or failure and the Holder failed to cure such breach or
failure to the Company's reasonable satisfaction within five (5)&nbsp;days after receiving such written notice;
<BR><BR></FONT></DD><DT><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>material
breach by the Holder of his or her Employee Proprietary Information Agreement or other similar arrangement entered into by the Holder in
connection with his or her employment by the Company; or
<BR><BR></FONT></DD><DT><FONT SIZE=2>(iii)</FONT></DT><DD><FONT SIZE=2>any
act of fraud, misappropriation, misuse, embezzlement or any other material act of dishonesty in respect of the Company or its funds,
properties, assets or other employees. </FONT></DD></DL>
</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Employment Violation.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In consideration of the granting of this Option, the Holder hereby agrees that
the terms of this paragraph&nbsp;(h) shall apply to the Option. The Holder acknowledges and agrees that each exercise of this Option and each written notice of exercise delivered to the Company and
executed by the Holder shall serve as a reaffirmation of and continuing agreement by the Holder to comply with the terms contained in this paragraph&nbsp;(h). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
Company and the Holder acknowledge and agree that if the Holder is or shall become subject to an employment agreement with the Company and the Holder materially breaches his or
her </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>19</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=3,SEQ=19,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=737610,FOLIO='19',FILE='DISK027:[01WLA3.01WLA1913]KR1913A.;14',USER='EMELLIN',CD='11-NOV-2001;10:40' -->
<A NAME="page_kr1913_1_20"> </A>

<P><FONT SIZE=2>
employment agreement (it being understood that any breach of the post-termination obligations contained therein shall be deemed to be material) for so long as the terms of such employment
agreement shall apply to the Holder (each, an "Employment Violation"), the Company shall have the right to require (i)&nbsp;the termination and cancellation of the unexercised portion of this
Option, if any, whether vested or unvested, and (ii)&nbsp;payment by the Holder to the Company of the Recapture Amount (as defined below). The Company and the Holder further agree that such
termination of unexercised Options and payment of the Recapture Amount, as the case may be, shall be in addition to, and not in lieu of, any other right or remedy available to the Company arising out
of or in connection with any such Employment Violation including, without limitation, the right to terminate the Holder's employment if not already terminated, seek injunctive relief and additional
monetary damages. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this Option, the "Recapture Amount" shall mean the gross gain realized or unrealized by the Holder upon each exercise of this Option during the period beginning on the
date which is twelve (12)&nbsp;months prior to the date of the Holder's Employment Violation and ending on the date of computation (the "Look-back Period"), which gain shall be
calculated as the sum of: </FONT></P>

<UL>
<UL>
<DL compact>
<DT><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>if
the Holder has exercised any portion of this Option during the Look-back Period and sold any of the Shares acquired on exercise
thereafter, an amount equal to the product of (x)&nbsp;the sales price per Share sold less the exercise price per Share times (y)&nbsp;the number of Shares as to which this Option was exercised
and which were sold at such sales price; plus
<BR><BR></FONT></DD><DT><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>if
the Holder has exercised any portion of this Option during the Look-back Period and not sold any of the Shares acquired on exercise
thereafter, with respect to each of such Shares an amount equal to the product of (x)&nbsp;the greatest of the following: (1)&nbsp;the Fair Market Value per Share on the date of exercise,
(2)&nbsp;the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the thirty (30)&nbsp;trading day period ending on the trading day immediately preceding the date of
the Company's written notice of its exercise of its rights under this paragraph&nbsp;(h), or (3)&nbsp;the arithmetic average of the per Share closing sales prices as reported on NASDAQ for the
thirty (30)&nbsp;trading day period ending on the trading day immediately preceding the date of computation, minus the exercise
price per Share times (y)&nbsp;the number of Shares as to which this Option was exercised and which were not sold; </FONT></DD></DL>
</UL>
</UL>

<P><FONT SIZE=2>provided,
however, in lieu of payment by the Holder to the Company of the Recapture Amount determined pursuant to clause&nbsp;(ii) above, the Holder, in his or her discretion, may tender to the
Company the Shares acquired upon exercise of this Option during the Look-back Period and not sold and the Holder shall not be entitled to receive any consideration from the Company in
exchange therefor. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Adjustments.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event that the Company shall determine that any dividend or other distribution
(whether in the form of cash, shares of common stock of the Company, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of shares of common stock of the Company or other securities, the issuance of warrants or other rights to purchase
shares of common stock of the Company, or other securities, or other similar corporate transaction or event affects the Shares, such that an adjustment is determined by the Company to be appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available to the Holder, then the Company shall, in such manner as the Company may deem equitable,
adjust any or all of (i)&nbsp;the number and type of shares of common stock of the Company subject to this Option, and (ii)&nbsp;the grant or exercise price with respect to this Option, or, if
deemed appropriate, make provision for a cash payment to the Holder. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>20</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=4,SEQ=20,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=980048,FOLIO='20',FILE='DISK027:[01WLA3.01WLA1913]KR1913A.;14',USER='EMELLIN',CD='11-NOV-2001;10:40' -->
<A NAME="page_kr1913_1_21"> </A>

<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;10.</FONT><FONT SIZE=2><I>&nbsp;&nbsp;Delivery of Share Certificates.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Within a reasonable time after the exercise of this Option, the
Company shall cause to be delivered to the person entitled thereto a certificate for the Shares purchased pursuant to the exercise of this Option. If this Option shall have been exercised with respect
to less than all of the Shares subject to this Option, the Company shall also cause to be delivered to the person entitled thereto a new Option Certificate in replacement of this Option Certificate if
surrendered at the time of the exercise of this Option, indicating the number of Shares with respect to which this Option remains available for exercise, or the Company shall make a notation in its
books and records to reflect the partial exercise of this Option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Withholding.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event that the Holder elects to exercise this Option or any part thereof, and
if the Company or any subsidiary or affiliate of the Company shall be required to withhold any amounts by reasons of any federal, state or local tax laws, rules or regulations in respect of the
issuance of Shares to the Holder pursuant to this Option, the Company or such subsidiary or affiliate shall be entitled to deduct and withhold such amounts from any payments to be made to the Holder.
In any event, the Holder shall make available to the Company or such subsidiary or affiliate, promptly when requested by the Company or such subsidiary or affiliate, sufficient funds to meet the
requirements of such withholding; and the Company or such subsidiary or affiliate shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds available to
the Company or such subsidiary or affiliate out of any funds or property due or to become due to the Holder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Reservation of Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Company hereby agrees that at all times there shall be reserved for
issuance and/or delivery upon exercise of this Option such number of Shares as shall be required for issuance or delivery upon exercise hereof. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;13.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Rights of Holder.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Nothing contained herein shall be construed to confer upon the Holder any right
to be continued in the employ of the Company and/or any subsidiary or affiliate of the Company or derogate from any right of the Company and/or any subsidiary or affiliate of the Company to retire,
request the resignation of, or discharge the Holder at any time, with or without cause. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law
or in equity, and the rights of the Holder are limited to those expressed herein and are not enforceable against the Company except to the extent set forth herein. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;14.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Exclusion from Pension Computations.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;By acceptance of the grant of this Option, the Holder hereby
agrees that any income realized upon the receipt or exercise hereof, or upon the disposition of the Shares received upon its exercise, is special incentive compensations and, to the extent permissible
under applicable law, shall not be taken into account as "wages", "salary" or "compensation" in determining the amount of any payment under any pension, retirement, incentive, profit sharing, bonus or
deferred compensation plan of the Company or any of its subsidiaries or affiliates. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;15.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Registration; Legend.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Company may postpone the issuance and delivery of Shares upon any
exercise of this Option until (a)&nbsp;the admission of such Shares to listing on any stock exchange or exchanges on which Shares of the Company of the same class are then listed and (b)&nbsp;the
completion of such registration or other qualification of such Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable. The Holder shall
make such representations and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company, in light of the then existence or
non-existence with respect to such Shares of an effective Registration Statement under the Securities Act of 1933, as amended, to issue the Shares in compliance with the provisions of that
or any comparable act. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>21</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=5,SEQ=21,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=398154,FOLIO='21',FILE='DISK027:[01WLA3.01WLA1913]KR1913A.;14',USER='EMELLIN',CD='11-NOV-2001;10:40' -->
<A NAME="page_kr1913_1_22"> </A>

<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;The Company may cause the following or a similar legend to be set forth on each certificate representing Shares or any other security issued or issuable upon exercise of this Option
unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary: </FONT></P>

<P><FONT SIZE=2>THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE
AVAILABILITY OF WHICH IS ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;16.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Amendment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Company may, with the consent of the Holder, at any time or from time to time amend
the terms and conditions of this Option, and may at any time or from time to time amend the terms of this Option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;17.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Notices.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Any notice which either party hereto may be required or permitted to give to the other
shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed as follows: if to the Company, at its office at 3100 Ocean Park Blvd., Santa Monica,
California 90405, Attn: General Counsel, or at such other address as the Company by notice to the Holder may designate in writing from time to time; and if to the Holder, at the address shown below
his or her signature on this Option Certificate, or at such other address as the Holder by notice to the Company may designate in writing from time to time. Notices shall be effective upon receipt. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;18.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Interpretation.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;A determination of the Company as to any questions which may arise with respect to
the interpretation of the provisions of this Option and of the Plan shall be final and binding. The Company may authorize and establish such rules, regulations and revisions thereof as it may deem
advisable. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>22</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=6,SEQ=22,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=85294,FOLIO='22',FILE='DISK027:[01WLA3.01WLA1913]KR1913A.;14',USER='EMELLIN',CD='11-NOV-2001;10:40' -->
<A NAME="page_kr1913_1_23"> </A>

<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties have executed this Option Certificate as of the date set forth above. </FONT></P>

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="76%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2>ACTIVISION,&nbsp;INC.</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><HR NOSHADE></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%" ALIGN="RIGHT"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
Dated:</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><HR NOSHADE></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%" ALIGN="RIGHT"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
Attest:</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><HR NOSHADE></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%" ALIGN="RIGHT"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
ACCEPTED:</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><BR><HR NOSHADE></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2>Address</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><BR><HR NOSHADE></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2>City&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;State&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Zip Code</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="49%"><BR><HR NOSHADE></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%" ALIGN="RIGHT"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2>Social Security Number</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
</TABLE>
<!-- end of user-specified TAGGED TABLE -->

<P ALIGN="CENTER"><FONT SIZE=2>23</FONT></P>

<HR NOSHADE>
<!-- ZEQ.=7,SEQ=23,EFW="2063255",CP="ACTIVISION, INC.",DN="4",CHK=630257,FOLIO='23',FILE='DISK027:[01WLA3.01WLA1913]KR1913A.;14',USER='EMELLIN',CD='11-NOV-2001;10:40' -->
<!-- Generated by Merrill Corporation (www.merrillcorp.com) -->
<BR>
<P><br><A NAME="01WLA1913_4">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kn1913_1">ACTIVISION, INC. 1998 INCENTIVE PLAN</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_2">RECITALS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_3">ARTICLE 1. PURPOSE OF THE PLAN</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_4">ARTICLE 2. SHARES SUBJECT TO AWARDS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_5">ARTICLE 3. ELIGIBILITY AND ADMINISTRATION</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_6">ARTICLE 4. OPTIONS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_7">ARTICLE 5. SHARE APPRECIATION RIGHTS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_8">ARTICLE 6. RELOAD OPTIONS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_9">ARTICLE 7. SHARE PURCHASE AWARDS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_10">ARTICLE 8. RESTRICTED AWARDS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_11">ARTICLE 9. DEFERRED SHARE AWARDS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kn1913_12">ARTICLE 10. GENERALLY APPLICABLE PROVISIONS</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kp1913_1">ARTICLE 11. PERFORMANCE-BASED AWARDS.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_kp1913_2">ARTICLE 12. MISCELLANEOUS</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_kr1913_1">STOCK OPTION CERTIFICATE (Non-Transferable)</A></FONT><BR>
<!-- SEQ=,FILE='QUICKLINK',USER=DMATHES,SEQ=,EFW="2063255",CP="ACTIVISION, INC.",DN="4" -->
<!-- TOCEXISTFLAG -->
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
