Exhibit 10.5


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”) is
entered into this 11th day of September 2009, between Activision
Blizzard, Inc. (the “Employer”),
and, together with its subsidiaries, (the “Activision Blizzard Group”),
and George Rose (“you”).


 


RECITAL


 


The Employer desires to continue to employ you, and
you desire to be so employed by the Employer, on the terms and subject to the
conditions set forth in this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises and
the mutual promises set forth in this Agreement, the Employer and you hereby
agree as follows:


 


1.                                      Term of Employment


 


(a)                                        The term of your employment under this
Agreement (the “Term”) shall commence on January 1,
2010 (the “Effective Date”) and shall
end on December 31, 2012  (the “Expiration Date”) (or such earlier date on which your
employment is terminated under Section 9). 
Except as set forth in Section 11(s), upon the Expiration Date (or
such earlier date on which your employment is terminated) all obligations and
rights under this Agreement shall immediately lapse.  Prior to the Effective Date, you shall remain
employed pursuant to the terms set forth in your Employment Agreement with
Activision Publishing, Inc., dated as of September 11, 2007, as
amended (the “Prior Agreement”).  Subject to your continued employment through
the Effective Date, upon the Effective Date this Agreement shall supersede the
Prior Agreement and the Prior Agreement shall be of no further force or effect.


 


(b)                                       You and the Employer each agree to
provide the other with at least six (6) months notice of any intent not to
continue your employment following the Expiration Date.   If your employment continues beyond the
Expiration Date, you shall be an at-will employee whose employment may be
terminated by either party to this Agreement at any time for any reason.


 


2.                                      Compensation


 


(a)                                        Subject to the provisions of this
Agreement, in full consideration for all rights and services provided by you
under this Agreement, during the Term you shall receive only the compensation
set forth in this Section 2.


 


(b)                                       Commencing on the Effective Date, you
shall receive an annual base salary (“Base Salary”)
of $540,000, which shall be paid in accordance with the Employer’s payroll
policies.  Your Base Salary shall be
reviewed periodically and may be increased by an amount determined by the
Employer, in its sole
and absolute discretion.


 


(c)                                        You may be eligible to receive an annual
discretionary bonus (the “Annual Bonus”).  Your target Annual Bonus for each calendar
year will be seventy five percent (75%) 


 


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of your Base Salary.  In all instances, the actual amount of the
Annual Bonus, if any, shall be determined by the Employer, in its sole and absolute discretion,
and may be based on, among other things, the portion of the year falling in the
Term, your overall performance and the performance of the Employer,
Activision Blizzard and the Activision Blizzard Group. 
The Annual Bonus, if any, will be paid at the same time bonuses for that
year are generally paid to other executives, but in no event earlier than the
first day of the first month, or later than the 15th day of the third month, of the year following
the year to which the Annual Bonus relates. 
In all instances, you must remain continuously employed by the
Activision Blizzard Group through the date on which an Annual Bonus, if any, is
paid to be eligible to receive such Annual Bonus.


 


(d)                                 Subject to the approval of the
Compensation Committee of the Board of Directors of Activision Blizzard (the “Compensation Committee”), Activision
Blizzard will grant to you a non-qualified stock option to purchase 460,000 shares of Activision Blizzard’s
common stock (the “Option”) and 45,000 restricted share units which
represent the conditional right to receive shares of Activision Blizzard’s
common stock (the “RSUs,” and  collectively with the Option, the “Equity Awards”).


 


(i)                                     One-third of the Option will vest on December 30,
2010, one third of the Option will vest on December 30, 2011 and one third
of the Option will vest on December 30, 2012, subject to your remaining
employed by the Activision
Blizzard Group through the applicable vesting date.


 


(ii)                                  One-third of the RSUs will vest on December 30,
2010, one third of the RSUs will vest on December 30, 2011 and one third
of the RSUs will vest on December 30, 2012, subject to your remaining
employed by the Activision
Blizzard Group through the applicable vesting date.


 


You acknowledge
that the grant of Equity Awards pursuant to this Section 2(d) is
expressly conditioned upon approval by the Compensation Committee, and that the
Compensation Committee has discretion to approve or disapprove the grants
and/or to determine and make modifications to the terms of the grants.  The Equity Awards shall be subject to all
terms of the equity incentive plan pursuant to which they are granted (the “Incentive  Plan”)
and Activision Blizzard’s standard forms of award agreement (as modified to the
extent necessary to reflect the provisions of Section 10).  In the event of a conflict between this
Agreement and the terms of the Incentive Plan or award agreements, the
Incentive Plan or the award agreements, as applicable, shall govern.


 


3.                                      Title; Location


 


You shall serve as Executive Vice President and Chief
Public Policy Officer of Activision Blizzard. 
Your principal place of business initially shall be the Employer’s
headquarters in Santa Monica, California; provided, however, that
you acknowledge and agree that you may be required to travel from time to time
for business reasons.


 


4.                                      Duties


 


You shall report directly to
the Chief Executive Officer (or such other executive of the Activision Blizzard
Group as may be determined from time to time by it in its sole and absolute 


 


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discretion)
and shall have such duties commensurate with your position as may be assigned
to you from time to time by the Chief Executive Officer (or, as applicable,
such other executive designated by the Employer).  You are also required to read, review and
observe all of the Activision Blizzard Group’s policies, procedures, rules and
regulations in effect from time to time during the Term that apply to employees
of the Employer,
including, without limitation, the Code of Business Conduct and Ethics, as
amended from time to time.  You shall devote your full-time working
time to the performance of your duties hereunder, shall faithfully serve the
Employer, shall in all respects conform to and comply with the lawful
directions and instructions given to you by the Chief Executive Officer  (or such other executive of the Activision
Blizzard Group as may be determined from time to time by the Employer in its
sole and absolute discretion) and shall use your best efforts to promote and serve
the interests of the Activision Blizzard Group. 
Further, you shall at all times place the Employer’s interests above
your own, not take any actions that would conflict with the Employer’s
interests and shall perform all your duties for the Employer with the highest
duty of care.  Further, you shall not,
directly or indirectly, render services of any kind to any other person or
organization, whether on your own behalf or on behalf of others, without the
consent of the Chief Executive Officer or otherwise engage in activities that
would interfere with your faithful and diligent performance of your duties
hereunder; provided, however, that you may serve on civic or
charitable boards or engage in charitable activities without remuneration if
doing so is not inconsistent with, or adverse to, your employment hereunder.


 


5.                                      Expenses


 


To the extent you incur necessary and reasonable
travel or other business expenses in the course of your employment, you shall
be reimbursed for such expenses, upon presentation of written documentation in
accordance with the Employer’s policies in effect from time to time.


 


6.                                      Other Benefits


 


(a)                                        You shall be eligible to participate in
all health, welfare, retirement, pension, life insurance, disability,
perquisite and similar plans, programs and arrangements generally available to
executives of the Employer from time to time during the Term, subject to the
then-prevailing terms, conditions and eligibility requirements of each such
plan, program, or arrangement. In addition to the foregoing benefits, Employer
will provide you during the Term, at Employer’s expense, with a supplemental
term life insurance policy with a benefit amount of $2,000,000 through a
carrier of Employer’s choice.


 


(b)                                       You expressly agree and acknowledge that,
after the Expiration Date (or such earlier date on which your employment is
terminated), you shall not be entitled to any additional benefits, except as
specifically provided in this Agreement and the benefit plans in which you participate
during the Term, and subject in each case to the then-prevailing
terms and conditions of each such plan.


 


7.                                      Vacation and Paid Holidays


 


(a)                                        You will generally be entitled to paid
vacation days in accordance with the normal vacation policies of the  Employer
in effect from time to time; provided, however, that you will be
entitled to accrue twenty (20) paid vacation days per year unless your vacation
balance exceeds the Employer’s then-current maximum.


 


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(b)                                       You shall be entitled to all paid
holidays allowed by the Employer to its full-time employees in the United
States.


 


8.                                      Protection of the  Employer’s Interests


 


(a)                                        Duty of Loyalty.  During the Term, you will owe a “Duty of Loyalty” to the Employer,
which includes, but is not limited to, you not competing in any manner, whether
directly or indirectly, as a principal, employee, agent, owner, or otherwise,
with any entity in the Activision Blizzard Group; provided, however,
that nothing in this Section 8(a) will limit your right to own up to
five percent (5%) of
any of the debt or equity securities of any business organization that is then
required to file reports with the Securities and Exchange Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended.


 


(b)                                       Property of the Activision
Blizzard Group.  All rights worldwide with respect to any and
all intellectual or other property of any nature produced, created or suggested
by you, whether on your own time or not, alone or with others, during the term
of your employment or resulting from your services which (i) relate in any
manner at the time of conception or reduction to practice to the actual or
demonstrably anticipated business of the Activision Blizzard Group, (ii) result
from or are suggested by any task assigned to you or any work performed by you
on behalf of the Activision Blizzard Group, (iii) were created using the
time or resources of the Activision Blizzard Group, or (iv) are based on
any property owned or idea conceived by the Activision Blizzard Group, shall be
deemed to be a work made for hire and shall be the sole and exclusive property
of the Activision Blizzard Group.  You
agree to execute, acknowledge and deliver to the Employer, at the Employer’s
request, such further documents, including copyright and patent assignments, as
the Employer finds appropriate to evidence the Activision Blizzard Group’s
rights in such property.  Your agreement
to assign to the Activision Blizzard Group any of your rights as set forth in
this Section 8(b) shall not apply to any invention that qualifies
fully under the provisions of California Labor Code Section 2870, where no
equipment, supplies, facility or trade secret information of the Activision
Blizzard Group was used, where the invention was developed entirely upon your
own time, where the invention does not relate to the Activision Blizzard Group’s
business, and where the invention does not result from any work performed by
you for the Activision Blizzard Group.


 


(c)                                        Covenant Not to Shop. 
Other than during the final six (6) months of the Term, you shall
not negotiate for employment with any entity or person outside of the
Activision Blizzard Group.  During the
search process and thereafter you shall remain strictly subject to your
continuing obligations under this Agreement, including, without limitation,
your Duty of Loyalty, compliance with the Activision Blizzard Group’s policies
and your confidentiality obligations.


 


(d)                                       Confidentiality.  You acknowledge, and the Employer agrees, that during
your employment you will have access to and become informed of confidential and
proprietary information concerning the Activision Blizzard Group.  During your employment and at all times
following the termination of your employment, confidential or proprietary
information of any entity in the Activision Blizzard Group shall not be used by
you or disclosed or made available by you to any person except as required in
the course of your employment with the Activision Blizzard Group.  Upon the termination of your employment (or
at any time on the Employer’s request), you shall return to the Activision
Blizzard Group all such information that exists, whether in electronic,
written, or other form (and all copies or extracts thereof) under 


 


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your control and shall
not retain such information in any form, including without limitation on any
devices, disks or other media.  Without
limiting the generality of the foregoing, you acknowledge signing and
delivering to the Employer the Employee Proprietary Information Agreement
attached as Exhibit A hereto (the “Proprietary
Information Agreement”) as of the Effective Date and you agree
that all terms and conditions contained in such agreement, and all of your
obligations and commitments provided for in such agreement, shall be deemed,
and hereby are, incorporated into this Agreement as if set forth in full
herein.


 


(e)                                        Return of Property and
Resignation from Office.  You
acknowledge that, upon termination of your employment for any reason whatsoever
(or at any time on the Employer’s request), you will promptly deliver to the
Activision Blizzard Group or surrender to the Activision Blizzard Group’s
representative all property of any entity in the Activision Blizzard Group,
including, without limitation, all documents and other materials (and all
copies thereof) relating to the Activision Blizzard Group’s business, all
identification and access cards, all contact lists and third party business
cards however and wherever preserved, and any equipment provided by any entity
in the Activision Blizzard Group, including, without limitation, computers,
telephones, personal digital assistants, memory cards and similar devices that
you possess or have in your custody or under your control. You will
cooperate with the Activision Blizzard Group by participating in interviews to
share any knowledge you may have regarding the Activision Blizzard Group’s
intellectual or other property with personnel designated by the Activision
Blizzard Group.  You also agree to resign from any office
held by you within the Activision Blizzard Group immediately upon termination
of your employment for any reason whatsoever (or at any time on the Employer’s
request) and you irrevocably appoint any person designated as the Activision
Blizzard Group’s representative at that time as your delegate to effect such
resignation.


 


(f)                                          Covenant Not to Solicit.


 


(i)                                   During your employment, you shall not, at
any time or for any reason, either alone or jointly, with or on behalf of
others, whether as principal, partner, agent, representative, equity holder,
director, employee, consultant or otherwise, directly or indirectly: (a) 
offer employment to, or solicit the employment or engagement of, or otherwise
entice away from the employment or engagement of the Activision Blizzard Group,
either for your own account or for any other person, firm or company, any
person employed or otherwise engaged by any entity in the Activision Blizzard
Group, whether or not such person would commit any breach of a contract by
reason of his or her leaving the service of the Activision Blizzard Group; or (b) solicit,
induce or entice any client, customer, contractor, licensor, agent, supplier,
partner or other business relationship of any entity in the Activision Blizzard
Group to terminate, discontinue, renegotiate or otherwise cease or modify its
relationship with the Activision Blizzard Group.


 


(ii)                                For a period of two (2) years
following the termination of your employment for any reason whatsoever, you
shall not, at any time or for any reason, either alone or jointly, with or on
behalf of others, whether as principal, partner, agent, representative, equity
holder, director, employee, consultant or otherwise, directly or indirectly
solicit the employment or 


 


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engagement of, either for your own account or for any
other person, firm or company, any person employed or otherwise engaged by any
entity in the Activision Blizzard Group (or any person who was employed or
otherwise engaged by the Activision Blizzard Group during your final ninety
(90) days of employment), whether or not such person would commit any breach of
a contract by reason of his or her leaving the service of the Activision
Blizzard Group.


 


(iii)                             During your employment and at all times
following the termination of your employment for any reason whatsoever, you
shall not, at any time or for any reason, use the confidential, trade secret
information of the Activision Blizzard Group or any other unlawful means to
directly or indirectly solicit, induce or entice any client, customer,
contractor, licensor, agent, supplier, partner or other business relationship
of any entity in the Activision Blizzard Group to terminate, discontinue,
renegotiate or otherwise cease or modify its relationship with the Activision
Blizzard Group.


 


(iv)                              You expressly acknowledge and agree that
the restrictions contained in this Section 8(f) are reasonably
tailored to protect the Activision Blizzard Group’s confidential information
and trade secrets and to ensure that you do not violate your Duty of Loyalty or
any other fiduciary duty to the Employer, and are reasonable in all
circumstances in scope, duration and all other respects. The provisions of this
Section 8(f) shall survive the expiration or earlier termination of
this Agreement.


 


9.                                      Termination of Employment


 


(a)                                        By the Employer for Cause.


 


(i)                                    At any time during the Term, the  Employer may terminate your employment for “Cause,” which shall mean a
good-faith determination by the Employer that you (i) engaged in
misconduct or gross negligence in the performance of your duties or willfully
and continuously failed or refused to perform any duties reasonably requested
in the course of your employment; (ii) engaged in fraud, dishonesty, or
any other conduct that causes or has the potential to cause, harm to any entity
in the Activision Blizzard Group, including its business or reputation; (iii) violated
any lawful directives or policies of the Activision Blizzard Group or any
applicable laws, rules or regulations; (iv) materially breached this
Agreement; (v) materially breached any proprietary information or
confidentiality agreement with any entity in the Activision Blizzard Group; (vi) were
convicted of, or pled guilty or no contest to, a felony or crime involving
dishonesty or moral turpitude; or (vii) breached your fiduciary duties to
the Activision Blizzard Group.


 


(ii)                                 In the case of any termination for Cause
pursuant to clause (iii) of the definition thereof, the Employer shall
give you at least thirty (30) days written notice of its intent to terminate
your employment.  The notice shall 


 


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specify (x) the effective date of your termination
and (y) the particular acts or circumstances that constitute Cause for
such termination.  You shall be given the
opportunity within fifteen (15) days after receiving the notice to explain why
Cause does not exist or to cure any basis for Cause.  Within fifteen (15) days after any such
explanation or cure, the Employer will make its final determination regarding
whether Cause exists and deliver such determination to you in writing.  If the final decision is that Cause exists
and no cure has occurred, your employment with the Employer shall be terminated
for Cause as of the date of termination specified in the original notice.  If the final decision is that Cause does not
exist or a cure has occurred, your employment with the Employer shall not be
terminated for Cause at that time.


 


(iii)                             If your employment terminates for any
reason other than a termination by the Employer for Cause, at a time when the
Employer had Cause to terminate you (or would have had Cause if it then knew
all relevant facts) under clauses (i), (ii), (v), (vi) or (vii) of
the definition of Cause, your termination shall be treated as a termination by
the Employer for Cause.


 


(b)                                       By the Employer Without  Cause.  The Employer may terminate your employment
without Cause at any time during the Term and such termination shall not be
deemed a breach by the Employer of any term of this Agreement or any other duty
or obligation, expressed or implied, which the Employer may owe to you pursuant
to any principle or provision of law.


 


(c)                                        By You If Your Principal Place of
Business Is Relocated Without Your Consent.  At any time
during the Term, you may terminate your employment if, without your written
agreement or other voluntary action on your part, the Employer reassigns your
principal place of business to a location that is  more
than fifty (50) miles from your principal place of business as of the Effective
Date and that materially and adversely affects your commute; provided, however,
that you must (i) provide the Employer with written notice of your intent
to terminate your employment under this Section 9(c) and a
description of the event you believe gives you the right to do so within thirty
(30) days after the initial existence of the event and (ii) the Employer
shall have ninety (90) days after you provide the notice described above to
cure any such default (the “Cure Period”).  You will have five (5) days following
the end of the Cure Period to terminate your employment, after which your
ability to terminate your employment under this Section 9(c) will no
longer exist.


 


(d)                                       Death. 
In the event of your death during the Term, your employment shall
terminate immediately as of the date of your death.


 


(e)                                        Disability. 
In the event that you are or become “disabled,”
the Employer shall, to the extent permitted by applicable law, have the right
to terminate your employment.  For
purposes of this Agreement, “disabled” shall mean that either (i) you have
a physical or mental impairment that renders you unable to perform the duties
required of you under this Agreement, even with the Employer providing you a
reasonable accommodation, as determined by a physician selected by the Employer
in its sole discretion or (ii) you are receiving benefits under any
long-term disability plan of the Employer then in effect.  You shall cooperate and make yourself
available for any medical examination requested by the Employer with respect to
any 


 


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determination of whether
you are disabled within ten (10) days of such a request.  Without limiting the generality of the
foregoing, to the extent provided by the Employer’s policies and practices then
in effect, you shall not receive any Base Salary during any period in which you
are disabled; provided, however, that nothing in this Section 9(e) shall
impact any right you may have to any payments under the Employer’s short-term
and long-term disability plans, if any.


 


10.                               Termination of Obligations
and Severance Payments


 


(a)                                  General. 
Upon the termination of your employment pursuant to Section 9, your rights and the Employer’s
obligations to you under this Agreement shall immediately terminate except as
provided in this Section 10 and Section 11(s), and you (or your
heirs or estate, as applicable) shall be entitled to receive any amounts or
benefits set forth below (subject in all cases to Sections 10(f), 11(q) and
11(r)).  The payments and benefits
provided pursuant to this Section 10 are (x) in lieu of any severance
or income continuation protection under any plan of the Activision Blizzard
Group that may now or hereafter exist and (y) deemed to satisfy and be in
full and final settlement of all obligations of the Activision Blizzard Group
to you under this Agreement.  You shall
have no further right to receive any other compensation benefits following your
termination of employment for any reason except as set forth in this Section 10.


 


For the purposes of this Agreement, the following
terms shall have the following meanings:


 


“Basic Severance”
shall mean payment of (1) any Base Salary earned but unpaid as of the
Termination Date; (2) any business expenses incurred but not reimbursed
under Section 5 as of the Termination Date; and (3) payment in lieu
of any vacation accrued under Section 7 but unused as of the Termination
Date.


 


“Bonus Severance”
shall mean payment of:


 


(i)                                     an amount equal to the Annual Bonus that
the Employer determines, in its sole discretion, you would have received in
accordance with Section 2(c) for any year that ended prior to the
Termination Date had you remained employed through the date such bonus would
have been otherwise been paid; and


 


(ii)                                  an amount equal to the Annual Bonus that
the Employer determines, in its sole discretion, you would have received in
accordance with Section 2(c) for the year in which your Termination
Date occurs had you had remained employed through the date such bonus would
have been paid, multiplied by a fraction, the numerator of which is the number
corresponding to the calendar month in which the Termination Date occurs and
the denominator of which is 12, where, for purposes of calculating the amount
of such bonus, any goals will be measured by actual performance.


 


“Termination Date”
shall mean the effective date of your termination of employment pursuant to
Sections 9(a)-(e).


 


(b)                                 Death. 
In the event your employment is terminated under Section 9(d):


 


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(i)                                   Basic Severance. 
Your heirs or estate, as the case may be, shall receive payment of the
Basic Severance in a lump sum within thirty (30) days following the Termination
Date unless a different payment date is prescribed by an applicable
compensation, incentive or benefit plan, in which case payment shall be made in
accordance with such plan;


 


(ii)                                Lump Sum Payment of Two Times Base Salary. 
Your heirs or estate, as the case may be, shall receive payment of an
amount equal to two (2) times the Base Salary (at the rate in effect as of
the Termination Date) in a lump sum within thirty (30) days following the
Termination Date;  provided, however,
that this amount shall be reduced by any payments to which you become entitled
upon death under any Employer-sponsored plan other than the $2,000,000 life
insurance policy;


 


(iii)                             Bonus Severance. 
Your heirs or estate, as the case may be, shall receive payment of the
Bonus Severance in a lump sum no later than the 15th day of the third month of the year following
the year to which the underlying amount relates; and


 


(iv)                            Impact on Equity Awards. 
All outstanding Equity Awards shall cease to vest.  All vested RSUs shall be paid in accordance with
their terms.  Any vested portion of the
Option shall remain exercisable until the earlier of
(i) one (1) year after the Termination Date
or (ii) the original expiration date of the Option.  Any Equity Awards that are not vested as of
your Termination Date will be cancelled immediately.


 


(c)                                Termination by the Employer
Without Cause, by You if Your Principal Place of Business Is Relocated Without
Your Consent or by the Employer if You Become Disabled.  In the event the Employer terminates your employment
under Section 9(b), you terminate your employment under Section 9(c) or the Employer terminates your
employment under Section 9(e):


 


(i)                                   Basic Severance. 
You or your legal representative, as the case may be, shall receive
payment of the Basic Severance in a lump sum within thirty (30) days following
the Termination Date unless a different payment date is prescribed by an
applicable compensation, incentive or benefit plan, in which case payment shall
be made in accordance with such plan;


 


(ii)                                Salary Continuation.  You or your legal representative, as the case may be,
shall receive the payment of an amount equal to the Base Salary (at the rate in
effect on the Termination Date) that you would have received had you remained
employed through the Expiration Date, which amount shall be paid in equal
installments commencing on the first payroll date following the 60th day following
the Termination Date in accordance with the Employer’s payroll practices in
effect on the Termination Date, provided that the first such payment shall
include any installments relating to the 60 day period following the
Termination Date;  provided, however,
that, to the extent doing so will not result in the imposition of additional
taxes under Section 409A (“Section 409A”)
of the Internal Revenue Code 


 


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of
1986, as amended and the rules and regulations promulgated thereunder (the
“Code”), this amount
shall be reduced by any payments which you have received or to which you become
entitled under any Employer-sponsored long-term disability plan;


 


(iii)                             Bonus Severance. 
You or your legal representative, as the case may be, shall receive
payment of the Bonus Severance in a lump sum no later than the 15th day of the
third month of the year following the year to which the underlying amount
relates;


 


(iv)                            Impact on Equity Awards. 
All outstanding Equity Awards shall cease to vest.  All vested RSUs shall be paid in accordance with
their terms.  Any
vested portion of the Option shall remain exercisable until the earlier of (x) thirty
(30) days after the Termination Date and (y) the original expiration date
of the Option.  Any Equity Awards that
are not vested as of your Termination Date will be cancelled immediately; and


 


(v)                               Severance Conditioned Upon Release.  Payments and benefits described in Sections 10(c)(ii) and
10(c)(iii) are conditioned upon your execution of a waiver and release in
a form prepared by the Employer and that release becoming effective and
irrevocable in its entirety within 60 days of the Termination Date.  Unless
otherwise provided by the Employer, if the release referenced above does not
become effective and irrevocable on or prior to the 60th day following the Termination
Date, you shall not be entitled to any payments under this Section 10(c) other
than the Basic Severance.


 


(d)                                 Termination by the Employer For
Cause.  In the event your employment is terminated by
the Employer under Section 9(a), then:


 


(i)                                   Basic Severance. 
You shall receive payment of the Basic Severance in a lump sum within
thirty (30) days following the Termination Date unless a different payment date
is prescribed by an applicable compensation, incentive or benefit plan, in
which case payment shall be made in accordance with such plan; and


 


(ii)                                Impact on Equity Awards. 
All outstanding Equity Awards shall cease to vest and, whether or not
vested, shall no longer be exercisable and shall be cancelled immediately.


 


(e)                                  Termination on the Expiration
Date.   In the event your employment terminates on the
Expiration Date, then:


 


(i)                                   Basic Severance. 
You shall receive payment of the Basic Severance in a lump sum within
thirty (30) days following the Termination Date unless a different payment date
is prescribed by an applicable compensation, incentive or benefit plan, in
which case payment shall be made in accordance with such plan; and


 


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(ii)                                Impact on Equity Awards. 
All outstanding Equity Awards shall cease to vest.  All
vested RSUs shall be paid in accordance with their terms.  Any vested portion of the Option shall remain
exercisable until the earlier of (x) thirty (30) days after the
Termination Date and (y) the original expiration date of the Option.  Any Equity Awards that are not vested as of
the Expiration Date will be cancelled immediately.


 


(f)                                          Breach of Post-termination Obligations
or Subsequent Employment.


 


(i)                                   Breach of Post-termination Obligations. In the event that you breach any of
your obligations under Section 8, the Employer’s obligation, if any, to
make payments and provide benefits under Section 10 (other than payment of
the Basic Severance) shall immediately and permanently cease and you shall not
be entitled to any such payments or benefits.


 


(ii)                                Subsequent Employment. Notwithstanding anything to the
contrary contained herein, you shall receive the payments and benefits under Section 10
(other than payment of the Basic Severance) only for the time period that you
do not obtain subsequent employment and/or provide services of any kind for
compensation, whether as principal, owner, partner, agent, shareholder, director,
employee, consultant, advisor or otherwise, to any person, company, venture or
other person or business entity.  If, at
any time, you obtain subsequent employment or provide services as set forth in
the prior sentence, you must promptly notify the Company and payments and
benefits under Section 10 (other than payment of the Basic Severance)
shall cease as of the date you commenced such employment or provision of
services.


 


11.                               General Provisions


 


(a)                                        Entire Agreement. 
This Agreement and, the Proprietary Information Agreement and  the New Employee Letter and Certification (as defined in Section 11(d))
supersede all prior or contemporaneous agreements and statements, whether
written or oral, concerning the terms of your employment with the Activision
Blizzard Group, and no amendment or modification of these agreements shall be
binding unless it is set forth in a writing signed by both the Employer and
you.  To the extent that this Agreement
conflicts with any of the Employer’s policies, procedures, rules or
regulations, this Agreement shall supersede the other policies, procedures, rules or
regulations.


 


(b)                                       Use of Employee’s Name and
Likeness.  You hereby irrevocably grant the Activision
Blizzard Group the right, but not the obligation, to use your name or likeness
in any product made by the Activision Blizzard Group or for any publicity or
advertising purpose in any medium now known or hereafter existing.


 


(c)                                        Assignment. 
This Agreement and the rights and obligations hereunder shall not be
assignable or transferable by you without the prior written consent of the
Employer.  The Employer may assign this
Agreement or all or any part of its rights and obligations under this Agreement
at any time and following such assignment all references to the Employer shall
be deemed to refer to such assignee and the Employer shall thereafter have no
obligation under this Agreement.


 


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(d)                                       No Conflict with Prior
Agreements.  You represent to the Employer that
neither your commencement of employment under this Agreement nor the
performance of your duties under this Agreement conflicts or will conflict with
any contractual or legal commitment on your part to any third party, nor does
it or will it violate or interfere with any rights of any third party.  If you have acquired any confidential or
proprietary information in the course of your prior employment or otherwise in
connection with your provision of services to any entity outside the Activision
Blizzard Group, during the Term you will fully comply with any duties to such
entity then-applicable to you not to disclose or otherwise use such
information.


 


(e)                                        Successors.  This Agreement shall be binding on and inure to the
benefit of the Employer and its successors and assigns, including successors by
merger and operation of law.  This
Agreement shall also be binding on and inure to the benefit of you and your
heirs, executors, administrators and legal representatives.


 


(f)                                          Waiver. 
No waiver by you or the Employer at any time of any breach by the other
party of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time.  No waiver of any provision of this Agreement
shall be implied from any course of dealing between or among the parties hereto
or from any failure by any party hereto to assert its rights hereunder on any
occasion or series of occasions.


 


(g)                                       Expiration. 
This Agreement does not constitute a commitment of the Employer with
regard to your employment, express or implied, other than to the extent
expressly provided for herein.  Upon the
Expiration Date, or, if earlier, the termination of this Agreement pursuant to Section 9,
neither the Employer nor you shall have any obligation to the other with
respect to your continued employment.


 


(h)                                       Taxation.  The Employer may withhold from any payments made under
the Agreement all federal, state, city or other applicable taxes or amounts as
shall be required or permitted pursuant to any law, governmental regulation or
ruling or agreement with you.


 


(i)                                           Immigration. 
In accordance with the Immigration Reform and Control Act of 1986,
employment under this Agreement is conditioned upon satisfactory proof of your
identity and legal ability to work in the United States.


 


(j)                                           Choice of Law. 
Except to the extent governed by federal law, this Agreement shall be
governed by and construed in accordance with the laws of the State of
California or whatever other state in which you were last employed by the
Employer, without regard to conflict of law principles.


 


(k)                                        Arbitration.


 


(i)                                   Except as otherwise provided in this
Agreement, any dispute or controversy between the Employer and you will be
settled by final and binding arbitration by a single arbitrator to be held in
the city in which you were last employed by the Employer, unless the Employer
and you agree otherwise, in accordance with the JAMS rules for resolution
of employment disputes then in effect, except as provided in this Section 11(k).  The arbitrator the parties select will have
the authority to grant any 


 


12

















 


party all remedies otherwise available by law, but
will not have the power to grant any remedy that would not be available in a
state or federal court in the jurisdiction in which the arbitration is being
held.  Either party may seek court
intervention in a dispute for interim equitable relief in a court of competent
subject matter jurisdiction located within the city in which you were last
employed by the Employer, but the resort to interim equitable relief will be
pending and in aid of arbitration only, and in such cases the trial on the
merits of the action will occur in front of, and will be decided by, the
arbitrator, who will have the same ability to order legal or equitable remedies
as could a court of general jurisdiction. 
The arbitrator will have the authority to hear and rule on
dispositive motions (such as motions for summary adjudication or summary
judgment) and has the exclusive authority to resolve any dispute relating to
the interpretation, applicability, enforceability or formation of this
agreement to arbitrate claims, including but not limited to any claim that all
or any part of this agreement is void or voidable.    This agreement to arbitrate applies to all
claims that the Employer may have against you or that you may have against the
Employer or the Employer’s current and former officers, directors, employees,
representatives and agents, and/or all entities affiliated with the Employer,
as well as the current and former officers, directors, employees,
representatives and agents of those affiliates. This arbitration obligation
shall not prohibit the Employer or you from filing a claim with an
administrative agency, nor does it apply to claims for workers’ compensation or
unemployment benefits, claims for benefits under an employee welfare or pension
plan that specifies a different dispute resolution procedure, or claims which,
by law, cannot be compelled to binding arbitration via private agreement.


 


(ii)                                  Notwithstanding anything to the contrary
in the rules of JAMS, the arbitration shall provide (a) for written
discovery and depositions as provided under the Federal Rules of Civil
Procedure and (b) for a written decision by the arbitrator that includes
the essential findings and conclusions upon which the decision is based which
must be issued no later than thirty (30) days after a dispositive motion is
heard or an arbitration hearing has completed. 
The Employer will pay the fees and administrative costs charged by
the arbitrator and JAMS; provided, however, that if you initiate the
arbitration, you must initiate it by paying to JAMS an amount equal to the
filing fee for the state court of general jurisdiction in the state in which
you were last employed by the Employer.


 


(iii)                             Either party will have the same amount of time to file any claim
against any other party as it would have if the claim had been filed in state
or federal court in the city in which you were last employed by the
Employer.  In conducting the arbitration,
the arbitrator shall follow the Federal Rules of Evidence (including but
not limited to all applicable privileges).


 


(iv)                              The arbitrator must be experienced in employment law.  He or she will be selected by the mutual
agreement of the parties.  If the parties
cannot agree on an arbitrator, the parties will alternately strike names from a
list 


 


13

















 


provided by JAMS until only one name
remains.  If a JAMS arbitrator is not available to conduct an
arbitration in the city in which you last worked for the Employer, then another
similar arbitration service provider will be selected by the mutual agreement
of the parties (and all references to JAMS in this Section 11(k) will
be deemed to be references to that arbitration service provider).


 


(v)                                 The decision of the arbitrator will be final, conclusive and binding on
the parties to the arbitration.  The
prevailing party in the arbitration, as determined by the arbitrator, shall be
entitled to recover his/her or its reasonable attorneys’ fees, experts’ fees
and costs, including the costs or fees charged by the arbitrator and JAMS, in
addition to such other relief as may be granted, under the standards provided
by law for awarding such fees and costs applicable to the claims asserted.  Judgment may be entered on the arbitrator’s
decision in any court having jurisdiction.


 


(vi)                              You understand that your and the Employer’s
agreement to arbitrate all disputes means that both you and the Employer are
waiving your right to file a court action, except for requests for injunctive
relief pending arbitration.  You also
understand that both you and the Employer are giving up any right to a jury
trial.


 


(l)                                     Severability. 
It is expressly agreed by the parties that each of the provisions
included in Section 8(f) is separate, distinct, and severable from
the other and remaining provisions of Section 8(f), and that the
invalidity or unenforceability of any Section 8(f) provision shall
not affect the validity or enforceability of any other provision or provisions
of this Agreement.  If any provision of
this Agreement is held to be illegal, invalid or unenforceable under, or would
require the commission of any act contrary to, existing or future laws
effective during the Term, such provisions shall be fully severable, the
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance from this Agreement. 
Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a legal
and enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.


 


(m)                               Services Unique. 
You recognize that the services being performed by you under this
Agreement are of a special, unique, unusual, extraordinary and intellectual
character giving them a peculiar value, the loss of which cannot be reasonably
or adequately compensated for in damages in the event of a breach of this
Agreement by you.


 


(n)                                 Injunctive Relief. 
In the event of a breach of or threatened breach of the provisions of
this Agreement regarding the exclusivity of your services and the provisions of
Section 8, you agree that any remedy at law would be inadequate. 
Accordingly, you agree that the Employer is entitled to obtain injunctive
relief for such breaches or threatened breaches in any court of competent
jurisdiction.  The injunctive relief
provided for in Section 11(k)(i) and this Section 11(n) is
in addition to, and is not in limitation of, any and all other remedies at law
or in equity otherwise available to the applicable party.  The parties agree to waive the 


 


14

















 


requirement of posting a
bond in connection with a court or arbitrator’s issuance of an injunction.


 


(o)                                       Remedies Cumulative. 
The remedies in this Agreement are not exclusive, and the parties shall
have the right to pursue any other legal or equitable remedies to enforce the
terms of this Agreement.


 


(p)                                       Headings. 
The headings set forth herein are included solely for the purpose of
identification and shall not be used for the purpose of construing the meaning
of the provisions of this Agreement.


 


(q)                                       Section 409A.  To the extent applicable, it is intended that the
Agreement comply with the provisions of Section 409A.  The Agreement will be administered and
interpreted in a manner consistent with this intent, and any provision that
would cause the Agreement to fail to satisfy Section 409A will have no
force and effect until amended to comply therewith (which amendment may be
retroactive to the extent permitted by Section 409A).  Notwithstanding anything contained herein to
the contrary, to the extent any payment under this Agreement is subject to Section 409A,
you shall not be considered to have terminated employment with the Employer for
purposes of the Agreement and no payments shall be due to you under the
Agreement which are payable upon your termination of employment unless you
would be considered to have incurred a “separation from service” from the
Employer within the meaning of Section 409A.  To the extent required in order to avoid
accelerated taxation and/or tax penalties under Section 409A, amounts that
would otherwise be payable and benefits that would otherwise be provided
pursuant to the Agreement during the six-month period immediately following
your termination of employment shall instead be paid on the first business day
after the date that is six months following your termination of employment (or
upon your death, if earlier).  In
addition, for purposes of the Agreement, each amount to be paid or benefit to
be provided to you pursuant to the Employment Agreement shall be construed as a
separate identified payment for purposes of Section 409A.  With respect to expenses eligible for
reimbursement under the terms of the Agreement, (i) the amount of such
expenses eligible for reimbursement in any taxable year shall not affect the expenses
eligible for reimbursement in another taxable year and (ii) any
reimbursements of such expenses shall be made no later than the end of the
calendar year following the calendar year in which the related expenses were
incurred, except, in each case, to the extent that the right to reimbursement
does not provide for a “deferral of compensation” within the meaning of Section 409A;
provided, however that with respect to any reimbursements for any
taxes to which you become entitled under the terms of the Agreement, the
payment of such reimbursements shall be made by the Employer no later than the
end of the calendar year following the calendar year in which you remit the
related taxes.


 


(r)                                          Section 280G and Section 162(m).  Notwithstanding anything herein to the contrary, in
the event that you receive any payments or distributions, whether payable,
distributed or distributable pursuant to the terms of this Agreement or
otherwise, that constitute “parachute payments” within the meaning of Section 280G
of the Code, and the net after-tax amount of the parachute payment is less than
the net after-tax amount if the aggregate payment to be made to you were three
times your “base amount” (as defined in Section 280G(b)(3) of the
Code), less $1.00, then the aggregate of the amounts constituting the parachute
payment shall be reduced to an amount that will equal three times your base
amount, less $1.00.  To the extent the
aggregate of the amounts constituting the parachute payments are required to be
so reduced, 


 


15

















 


the amounts provided
under Section 10 of this Agreement shall be reduced (if necessary, to
zero) with amounts that are payable first reduced first; provided, however,
that, in all events the payments provided under Section 10 of this
Agreement which are not subject to Section 409A shall be reduced
first.  Similarly, you agree that no
payments or distributions, whether payable, distributed or distributable
pursuant to the terms of this Agreement or otherwise, shall be made to you if
the Employer reasonably anticipates that Section 162(m) of the Code
would prevent the Employer from receiving a deduction for such payment.  If, however, any payment is not made pursuant
to the previous sentence, the Employer shall make such payment as soon as
practicable in the first calendar year that it reasonably determines that it
can do so and still receive a deduction for such payment.  The determinations to be made with respect to
this Section 12(r) shall be made by a certified public accounting
firm designated by the Employer.


 


(s)                                        Survivability. 
The provisions of Sections 8, 10(f), 11(b), 11(c), 11(e), 11(f), 11(h),
11(i), 11(k), 11(l), 11(m), 11(n), 11(o), 11(q), 11(r), this 11(s) and Section 12
(as well as the Proprietary Information Agreement and the New Employee Letter
and Certification) shall survive the termination or expiration of this
Agreement


 


(t)                                          Counterparts. 
This Agreement may be executed in counterparts, each of which shall be
deemed an original and both of which together shall constitute one and the same
instrument.


 


(u)                                       Legal Counsel. 
You acknowledge that you have been given the opportunity to consult with
legal counsel or any other advisor of your own choosing regarding this
Agreement.  You understand and agree that
any attorney retained by the Employer, the Activision Blizzard Group or any
member of management who has discussed any term or condition of this Agreement
with you or your advisor is only acting on behalf of the Employer and not on
your behalf.


 


(v)                                       Right to Negotiate. 
You hereby acknowledge that you have been given the opportunity to
participate in the negotiation of the terms of this Agreement.  You acknowledge and confirm that you have read
this Agreement and fully understand its terms and contents.


 


(w)                                     No Broker.  You have given no indication,
representation or commitment of any nature to any broker, finder, agent or
other third party to the effect that any fees or commissions of any nature are,
or under any circumstances might be, payable by the Activision Blizzard Group
in connection with your employment under this Agreement.


 


(x)                                         All Terms Material. 
Your failure to comply with any of the terms of this Agreement shall
constitute a material breach of this Agreement.


 


12.                               Indemnification


 


The Employer agrees that
it shall indemnify and hold you harmless to the fullest extent permitted by
Delaware law from and against any and all liabilities, costs and claims, and
all expenses actually and reasonably incurred by you in connection therewith by
reason of the fact that you are or were employed by the Activision Blizzard
Group, including, without limitation, all costs and expenses actually and
reasonably incurred by you in defense of litigation arising out of your
employment hereunder.


 


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13.                               Notices


 


All notices which either party is required or may
desire to give the other shall be in writing and given either personally or by
depositing the same in the United States mail addressed to the party to be given
notice as follows:


 


	
  To the Employer:

  	
  Activision
  Blizzard, Inc.

  
	
   

  	
  3100 Ocean Park
  Boulevard

  
	
   

  	
  Santa Monica,
  California 90405

  
	
   

  	
  Attention: Chief
  Corporate Officer

  
	
   

  	
   

  
	
  To You:

  	
  George Rose

  
	
   

  	
  9763 Suffolk Drive

  
	
   

  	
  Beverly Hills, CA 90210

  



 


Either party may by
written notice designate a different address for giving of notices.  The date of mailing of any such notices shall
be deemed to be the date on which such notice is given.


 


ACCEPTED
AND AGREED TO:


 


	
  Employer

  	
   

  	
   

  	
  Employee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACTIVISION BLIZZARD,
  INC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas Tippl

  	
   

  	
  /s/ George Rose

  
	
   

  	
  Thomas Tippl

  	
   

  	
  George Rose

  
	
   

  	
  Chief Corporate Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  September 11,
  2009

  	
   

  	
  Date:

  	
  September 11,
  2009

  
								



 


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