Employment Agreement, dated as of January 12, 1999, by and between ACTIVISION, INC.., a Delaware
corporation with its principal offices at 3100 Ocean Park Boulevard, Santa Monica, CA 90405 (the
"COMPANY"), and BRIAN G.
KELLY (the "EXECUTIVE").
WHEREAS, the Board of Directors of the Company (the "BOARD") has determined that it is in the best
interests of the Company and its stockholders to assure that the Company will have the continued dedication of
the Executive by providing him with the compensation and benefit arrangements contained herein;
WHEREAS, the Board approved the execution and delivery of this Agreement by the Company at a meeting of
the Board held on January 12, 1999;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. POSITION AND DUTIES.
(a) The Company agrees to continue to employ the Executive, and the Executive agrees to continue to be
employed, as Co-Chairman of the Company, subject to the supervision of, and reporting only to, the Board. The
Executive shall have such senior executive powers, duties, authorities and responsibilities are consistent with
Executive's position and title and as have historically been performed by Executive, including acting as co-
chairman of any meeting of the Board, supervising financing, acquisitions and similar major strategic transactions
and strategic planning for the Company consistent with his title and position, supervising the President and Chief
Operating Officer of the Company and managing all non-operating activities of the Company, including corporate
governance, organizational structure, acquisitions and financing, senior executive compensation, stock and stock
option issuances and stock option plan management. At all times during the period of Executive's employment,