Activision, Inc. (the "Company") is committed to protecting employees, contractors,
subcontractors and all others who deal with the Company (individually, an "Employee" and
collectively, "Employees") from interference with making a protected disclosure or retaliation
for having made a protected disclosure. Pursuant to this policy, a Company Employee may not:
(1) retaliate against an Employee who has made a protected disclosure, nor (2) directly or
indirectly use or attempt to use the official authority or influence of his or her position or office for the purpose of interfering with the right of an Employee to make a protected disclosure to the Company's General Counsel, Audit Committee or Board of Directors. It is the intention of the Company to take whatever action may be needed to prevent and correct activities that violate this policy.
The Sarbanes-Oxley Act of 2002 (the "Act") creates "whistleblower" protection for
Employees against certain retaliatory actions by the Company or by any "officer, employee,
contractor, subcontractor, or agent of such company..." An Employee may not be discharged,
demoted, suspended, threatened, harassed, or in any other manner discriminated against because
of any "lawful act" done by the Employee: (1) to provide information, cause information to be
provided, or otherwise assist in an investigation regarding any conduct which the Employee
reasonably believes constitutes a violation of Federal securities laws, any rule or regulation of
the Securities and Exchange Commission, or any provision of Federal Law relating to fraud
against shareholders, when the information or assistance is provided to or the investigation is
conducted by (a) a Federal regulatory or law enforcement agency; (b) any Member of Congress
or any committee of Congress; or © a person with supervisory authority over the Employee (or
such other person working for the Company who has authority to investigate, discover, or
terminate misconduct); (2) to file, cause to be filed, testify, participate in, or otherwise assist in a
proceeding filed or about to be filed (with any knowledge of the Company) relating to an alleged
violation of Federal securities laws, any rule or regulation of the Securities and Exchange
Commission, or any provision of Federal law relating to fraud against shareholders.
This policy is intended to ensure that (1) any Employee filing a report, pursuant to the
Company's Policy for the Reporting of Questionable Accounting or Financial Matters, is
protected in the event there is retaliation against such Employee in connection with the filing of
such report, (2) any Employee who makes a protected disclosure pursuant to ยง806 of the Act is
protected from retaliation in connection with such disclosure, and (3) Employees do not, directly
or indirectly, use or attempt to use their official authority or influence of his or her position or
office for the purpose of interfering with the right of an Employee to make a protected disclosure
to the Company's General Counsel, Audit Committee or Board of Directors.
This policy will in no way limit other rights available to Employees under the California
Whistleblower Protection Act or the Act. This policy is meant to ensure that an effective internal
procedure is available to Employees in the event there is retaliation against such Employee in
connection with any of the above scenarios. However, this Policy is not the only remedy
available to an Employee regardless of an Employee's decision to report an act of retaliation
pursuant to this Policy.
Complaint Procedure
Any Employee who believes he or she has been subjected to or affected by a retaliatory
conduct should report such conduct to the appropriate supervisory personnel (if such supervisory
personnel is not the source of or otherwise involved in the retaliatory conduct). Any supervisory
employee who receives such a report, or who otherwise is aware of retaliatory conduct, is
required to advise the Company's General Counsel, of any such report or knowledge of
retaliatory conduct. If the Employee believes that reporting such conduct to the appropriate
supervisor is for any reason inappropriate, unacceptable or will be ineffectual, or if the report to
the supervisor has been made and the retaliatory conduct has not ended, the Employee should
report the incident directly to the General Counsel.
If the reporting instructions set forth above cannot be followed, or have been followed
and the retaliatory conduct has not ended, the Employee should (and the supervisory employee
must) report the retaliatory conduct directly to the Company's Chief Executive Officer.
All internal complaints will be investigated promptly and with the discretion, and all
information obtained will be handled on a "need to know" basis. At the conclusion of an
investigation, as appropriate, remedial and/or disciplinary action will be taken where the
allegations are verified and/or otherwise substantiated. The Employee reporting the retaliatory
conduct under this complaint procedure will be advised of the conclusion of the investigation and
any remedial and/or disciplinary action to be taken.
In order to allow the Company to prevent and correct unlawful retaliatory conduct, it is
essential that Employees use this Complaint Procedure and that the Company receive
information about every instance of such conduct. No Employee will suffer additional
retaliation or intimidation as a result of using this Complaint Procedure, and any such
retaliation or attempts at such retaliation will not be tolerated by the Company.
Accordingly, every Employee should understand that under no circumstances should any
Employee believe or conclude that he or she cannot or should not report any unlawful retaliatory
conduct.
Other Remedies and Appropriate Agencies
In addition to the internal complaint process set forth above, any Employee who believes
he or she has been subjected to or affected by any such retaliatory conduct may file a formal
complaint with the appropriate governmental agencies and/or may commence an appropriate
lawsuit as permitted by applicable law. Using the Company's internal complaint procedure does
not prohibit the Employee from filing a complaint with the appropriate agencies or from
commencing the appropriate lawsuit; however, applicable law will impose a short time period for
filing such a claim or commencing such a lawsuit- typically, not less than six months or 180 days
from the retaliatory conduct. Any Employee who wishes to avail themselves of such remedies
should consult with an attorney to assure that those remedies are preserved.
Employee Acknowledgement
Each Employee is asked to sign and date a copy of this Policy Statement, and return that
copy to the General Counsel to confirm that he or she has received and reviewed, and
understands, this Policy and Complaint Procedure.
____________________________________
Name:
Dated:
As adopted by the Board of Directors
on April 29, 2003
