Exhibit 10.1


 


Execution Copy


 


Activision Blizzard, Inc.


3100 Ocean Park Blvd.


Santa Monica, CA 90405


 


March 31, 2009


 


Mr. Michael Morhaime


31 Moonshell


Newport Coast, CA  92657


 


Dear Michael:


 


                                                Reference
is made to your employment agreement dated as of December 1, 2007 (the “Employment
Agreement”) between you and Vivendi Games, Inc. (“Vivendi”)
related to your employment with Activision Blizzard, Inc. (the “Company”),
and the Assignment and Assumption Agreement dated as of July 9, 2008
between Vivendi and the Company, pursuant to which the Company assumed Vivendi’s
obligations under the Employment Agreement. 
Capitalized terms used herein without definition shall have the meanings
assigned to such terms under the Employment Agreement.  In order to better facilitate the Company’s
ability to deduct payments to you pursuant to Section 162(m) of the
Code and to make certain related changes to your compensation arrangements, you
and the Company hereby agree to amend certain provisions under the Employment
Agreement, effective as of the date hereof, as follows:


 


1.                                       Base Salary.  Paragraph 3(a) of the Employment
Agreement is hereby amended to add a new last sentence thereof to read as
follows:


 


“Commencing as of March 31, 2009, your annual Base Salary rate
shall be increased to $520,000.”


 


2.                                       Profit
Sharing Compensation.  Paragraph 3(d) of
the Employment Agreement is hereby amended to read as follows:


 


“Profit Sharing Compensation. 
In addition to the MIP and the Holiday Plan, you shall be eligible to
receive additional performance-based cash compensation on an annual basis
pursuant to the Company’s 2008 Incentive Plan (or any successor plan thereto
that is approved by the Company’s shareholders) (the “Incentive Plan”), based
on a share of the earnings generated by the Company’s Blizzard Entertainment
business.  Your profit sharing
compensation under Incentive Plan (a “Profit Share Bonus”) will be based on a
share of the “Profit Sharing Pool” that is created pursuant to the Blizzard
Entertainment Profit Sharing Plan as in effect from time to time (the “Profit
Sharing Plan”); provided, however, that all references under the
Profit Sharing Plan to “Vivendi Games” or “Vivendi Universal Games” shall be
replaced with the Company and your actual Profit Share Bonus will be subject to
the terms and conditions set forth under the Incentive Plan.  Your Profit Share Bonus shall entitle you to
five percent (5%) of the Profit Sharing Pool (if any) that is generated under
the Profit Sharing Plan; provided, however, that the Committee may,
in its sole discretion and at any time, exercise negative discretion with
respect to your Profit Share Bonus to reduce the amount of your actual annual
percentage interest in the Profit Sharing Pool to not less than three and
one-half percent (3.5%).  You understand
that except for your guaranteed minimum 3.5% participation in the Profit
Sharing Pool under the Profit Sharing Plan, your actual bonus amount under the
Profit Sharing Plan is dependent upon the amount of such Profit Sharing Pool
being established thereunder, if any.  If
no amounts are generated under the Profit Sharing Pool with respect to any
performance year (i.e., due to lack of earnings for the Blizzard Entertainment
business as determined under the Profit Sharing Plan) you shall not be entitled
to receive any Profit Share Bonus for such year.  Notwithstanding the timing of payments under
the Profit Sharing Plan for other participants thereunder, your Profit Share
Bonus (if any) shall be paid to you following the end of the relevant performance
year for which it is earned (but no later than the following March 15),
after the Committee has certified achievement of the relevant results for
purposes of calculating the Profit Sharing Pool in accordance with the
Incentive Plan.  For the avoidance of
doubt, your Profit Share Bonus is intended to constitute a “Senior Executive
Plan Bonus” within the meaning of the Incentive Plan.”


 


3.                                       Bonus
Determinations.  For purposes of
clause (ii) under Paragraph 3(e) of the Employment Agreement, any
pro-rata bonus compensation that you may become entitled to receive upon a
qualifying termination of your employment or expiration of the Term with
respect to the year of your termination or such expiration shall be equal to
the product of (x) the total bonus amount that you would have earned if
you had remained employed for the entire year (calculated based on actual
performance achievement), multiplied by (y) a fraction, the numerator of
which is the number of days during the performance year for which you remained
employed by the Company, and the denominator of which is 365.


 


4.                                       Except as
expressly set forth above, your Employment Agreement shall remain in full force
and effect.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  ACTIVISION BLIZZARD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann E. Weiser

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


ACCEPTED AND AGREED:


 


 


	
  /s/ Michael Morhaime

  	
   

  
	
  Michael Morhaime

  



 


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