3.             The Company shall require all reasonable efforts to publicly disclose all stock option grants to directors or officers of Activision within two business days after the effective date of such grants.

4.             The following clauses shall be inserted/included in any current and/or subsequent equity incentive plan, whether subject to stockholder approval or not:

(a)           “The exercise price for each option grant shall be at least one hundred percent (100%) of the closing market price on the date of grant.”

(b)           “The date of grant of an option shall, for all purposes, be the date on which the Board or Compensation Committee or other appropriate committee makes the determination granting such option or such later (but not earlier) date as may be specified by the Board, Compensation Committee or other appropriate committee in its granting resolution as the date on which such grant becomes effective.  Notice of the determination shall be given to each employee or consultant to whom an option is so granted no more than one week after the date of such grant.  Determination shall be defined as including at a minimum, the number of options granted to each employee and/or consultant and the terms of such options.”

5.             Plans shall comply with legal, professional and ethical requirements for proper disclosure and proper accounting and shall provide appropriate documentation for proper disclosure and accounting.

6.             Plans shall identify who is responsible for ensuring compliance with applicable laws and regulations by option grantees (e.g., timely and accurate filing of SEC Forms 3, 4 and 5 as applicable), and shall provide effective monitoring mechanisms to ensure that such laws, and the plans, are followed.

7.             The process for granting executive non-cash compensation shall have the same transparency and be consistent with the process and methodology for determining executive cash compensation.

8.             All stock option grants shall be made at a meeting of the Activision Board of Directors or at a meeting or meetings of the appropriate committee of the Board; grants shall not be made via unanimous written consent.  Corporate Counsel shall attend any and all meetings where options are granted and shall promptly prepare minutes of the meeting that specifically reflect the award of stock options.

9.             All stock option grants made to directors or any employee subject to Section 16 of the Securities Exchange Act or Covered Employees within the meaning of Section 162(m) of the US Internal Revenue Code shall be approved or ratified by (i) the entire Board or (ii) if necessary to comply with Section 16 or the performance-based compensation exemption under Section 162(m), the Compensation Committee or a subcommittee comprised of at least two (2) directors meeting the applicable requirements of Section 16 or Section 162(m).

10.           Executive officers shall be prohibited from determining the grant date of any stock option award, except insofar as this provision could be interpreted to conflict with Part II 

9

above regarding the scheduling of the annual shareholder meeting and the grant of options to  non-employee directors.

3.             The Company shall require all reasonable efforts to
publicly disclose all stock option grants to directors or officers of
Activision within two business days after the effective date of such grants.

4.             The following clauses shall be inserted/included in
any current and/or subsequent equity incentive plan, whether subject to
stockholder approval or not:

(a)           “The exercise price for each option grant shall be at
least one hundred percent (100%) of the closing market price on the date of
grant.”

(b)           “The date of grant of an option shall, for all
purposes, be the date on which the Board or Compensation Committee or other
appropriate committee makes the determination granting such option or such
later (but not earlier) date as may be specified by the Board, Compensation
Committee or other appropriate committee in its granting resolution as the date
on which such grant becomes effective. 
Notice of the determination shall be given to each employee or
consultant to whom an option is so granted no more than one week after the date
of such grant.  Determination shall be
defined as including at a minimum, the number of options granted to each
employee and/or consultant and the terms of such options.”

5.             Plans shall comply with legal, professional and
ethical requirements for proper disclosure and proper accounting and shall
provide appropriate documentation for proper disclosure and accounting.

6.             Plans shall identify who is responsible for ensuring
compliance with applicable laws and regulations by option grantees (e.g.,
timely and accurate filing of SEC Forms 3, 4 and 5 as applicable), and shall
provide effective monitoring mechanisms to ensure that such laws, and the
plans, are followed.

7.             The process for granting executive non-cash
compensation shall have the same transparency and be consistent with the process
and methodology for determining executive cash compensation.

8.             All stock option grants shall be made at a meeting of
the Activision Board of Directors or at a meeting or meetings of the
appropriate committee of the Board; grants shall not be made via unanimous
written consent.  Corporate Counsel shall
attend any and all meetings where options are granted and shall promptly
prepare minutes of the meeting that specifically reflect the award of stock
options.

9.             All stock
option grants made to directors or any employee subject to Section 16 of
the Securities Exchange Act or Covered Employees within the meaning of Section 162(m) of
the US Internal Revenue Code shall be approved or ratified by (i) the
entire Board or (ii) if necessary to comply with Section 16 or the
performance-based compensation exemption under Section 162(m), the
Compensation Committee or a subcommittee comprised of at least two (2) directors
meeting the applicable requirements of Section 16 or Section 162(m).

10.           Executive officers shall be prohibited from
determining the grant date of any stock option award, except insofar as this
provision could be interpreted to conflict with Part II 

9

above regarding the scheduling of the annual
shareholder meeting and the grant of options to 
non-employee directors.

In re Activision, Inc. Shareholder Derivative Litigation, C.D. Cal. Case No. CV-06-4771 MRP (JTLx);

In re Activision Shareholder Derivative Litigation, L.A.S.C. Case No. SC090343

Exhibit A to Stipulation of Settlement

Board, Compensation Committee or other appropriate committee in its granting resolution as the date on which such grant becomes effective.  Notice of the determination shall be given to each employee or consultant to whom an option is so granted no more than one week after the date of such grant.  Determination shall be defined as including at a minimum, the number of options granted to each employee and/or consultant and the terms of such options.”

5.            Plans shall comply with legal, professional and ethical requirements for proper disclosure and proper accounting and shall provide appropriate documentation for proper disclosure and accounting.

6.            Plans shall identify who is responsible for ensuring compliance with applicable laws and regulations by option grantees (e.g., timely and accurate filing of SEC Forms 3, 4 and 5 as applicable), and shall provide effective monitoring mechanisms to ensure that such laws, and the plans, are followed.

7.            The process for granting executive non-cash compensation shall have the same transparency and be consistent with the process and methodology for determining executive cash compensation.

8.            All stock option grants shall be made at a meeting of the Activision Board of Directors or at a meeting or meetings of the appropriate committee of the Board; grants shall not be made via unanimous written consent.  Corporate Counsel shall attend any and all meetings where options are granted and shall promptly prepare minutes of the meeting that specifically reflect the award of stock options.

9.            All stock option grants made to directors or any employee subject to Section 16 of the Securities Exchange Act or Covered Employees within the meaning of Section 162(m) of the tax code shall either be approved or ratified by the full Board.

10.         Executive officers shall be prohibited from determining the grant date of any stock option award, except insofar as this provision could be interpreted to conflict with Part II  above regarding the scheduling of the annual shareholder meeting and the grant of options to  non-employee directors.

In re Activision, Inc. Shareholder Derivative
Litigation, C.D. Cal. Case No. CV-06-4771 MRP (JTLx);

In re Activision Shareholder Derivative Litigation, L.A.S.C. Case No. SC090343

Exhibit A
to Stipulation of Settlement

Board, Compensation Committee or
other appropriate committee in its granting resolution as the date on which
such grant becomes effective.  Notice of
the determination shall be given to each employee or consultant to whom an
option is so granted no more than one week after the date of such grant.  Determination shall be defined as including
at a minimum, the number of options granted to each employee and/or consultant
and the terms of such options.”

5.            Plans shall comply with
legal, professional and ethical requirements for proper disclosure and proper
accounting and shall provide appropriate documentation for proper disclosure
and accounting.

6.            Plans shall identify
who is responsible for ensuring compliance with applicable laws and regulations
by option grantees (e.g., timely and accurate filing of SEC Forms 3, 4 and 5 as
applicable), and shall provide effective monitoring mechanisms to ensure that
such laws, and the plans, are followed.

7.            The process for
granting executive non-cash compensation shall have the same transparency and
be consistent with the process and methodology for determining executive cash
compensation.

8.            All stock option grants
shall be made at a meeting of the Activision Board of Directors or at a meeting
or meetings of the appropriate committee of the Board; grants shall not be made
via unanimous written consent.  Corporate
Counsel shall attend any and all meetings where options are granted and shall
promptly prepare minutes of the meeting that specifically reflect the award of
stock options.

9.            All stock option grants
made to directors or any employee subject to Section 16 of the Securities
Exchange Act or Covered Employees within the meaning of Section 162(m) of
the tax code shall either be approved or ratified by the full Board.

10.         Executive officers
shall be prohibited from determining the grant date of any stock option award,
except insofar as this provision could be interpreted to conflict with Part II  above regarding the scheduling of the annual
shareholder meeting and the grant of options to  non-employee directors.