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As Adopted by the Board of Directors
On December 16, 2002
2002 STUDIO EMPLOYEE RETENTION INCENTIVE PLAN
ACTIVISION, INC., a corporation formed under the laws of the State of Delaware (the "Company"), hereby establishes and
adopts the following 2002 Studio Employee Retention Incentive Plan (the "Plan").
WHEREAS, the Company desires to encourage high levels of performance by those employees and contractors working
for the Company's studios who are key to the success of the Company and to encourage such employees and contractors
working for the Company's studios to remain as employees of the Company and its subsidiaries by increasing their proprietary
interest in the Company's growth and success.
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") or grants of Restricted Share Awards (hereafter defined) made
under the Plan to those persons (each such person, a "Participant") whose judgment, initiative and efforts are or have been or
will be responsible for the success of the Company.
NOW, THEREFORE, the Company hereby constitutes, establishes and adopts the following Plan and agrees to the
PURPOSE OF THE PLAN
1.1. Purpose. The purpose of the Plan is to assist the Company and its subsidiaries in retaining selected key employees
and contractors working for the Company's studios whose judgment, initiative and efforts are responsible for the success of the
Company and its subsidiaries and to help the Company and its subsidiaries secure and retain the services of such individuals.
Options granted under the Plan will be nonqualified share options." For purposes of the Plan, the term "subsidiary" shall mean
"subsidiary corporation," as such term is defined in Section 424(f) of the Code,