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2001 INCENTIVE PLAN
ACTIVISION, INC., a corporation formed under the laws of the State of Delaware (the "Company"), hereby establishes and
adopts the following 2001 Incentive Plan (the "Plan").
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.
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), grants of Performance-Based Awards
(hereafter defined), or any other award 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 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