Exhibit 10.104


 


July     ,
2008


 


This
letter agreement is entered into as of July     , 2008
by and between Activision Blizzard, Inc. (“Activision Blizzard”)
and Vivendi S.A. (“Vivendi”).


 


Each
of Activision Blizzard (formerly known as Activision, Inc.), Vivendi, VGAC
LLC and Vivendi Games, Inc. (“Games”) are party to that certain
Investor Agreement dated as of July     , 2008 (the “Investor
Agreement”).


 


Among
other provisions of the Investor Agreement, Section 2.3 of the Investor
Agreement provides that Games shall be responsible for all salary, bonus and
other compensation and benefits required to be paid or provided under the
employment agreement, dated as of January 12, 2004, between Vivendi and
Jean-François Grollemund (“Grollemund”), as amended from time to time
(the “JFG Employment Agreement”). 
In addition, Section 2.3 of the Investor Agreement provides that
Activision Blizzard or Games reimburse Vivendi for any contributions made by
Vivendi or any of its Controlled Affiliates (other than Activision Blizzard and
its Subsidiaries) to the French social security system in respect of the
employment of Grollemund.  On or about
the date hereof, Activision Blizzard and Grollemund are entering into an
agreement pursuant to which Grollemund will be employed by Activision Blizzard,
which recognizes and agrees that Grollemund is also party to the JFG Employment
Agreement, which JFG Employment Agreement shall remain in place and continue to
provide to him certain payments and benefits.


 


This
letter agreement is a confirmation and agreement by each of Activision Blizzard
and Vivendi that (a) within thirty (30) days after any contribution relating to Grollemund is
made by Vivendi or any of its Controlled Affiliates (as defined in the
Investor Agreement) to the Vivendi
retirement pension scheme, Vivendi shall provide Activision Blizzard and
Games with a statement setting forth,
in reasonable detail, the amount of such contribution, if any, in respect of
Grollemund’s employment with Activision Blizzard provided such amount shall not
exceed $200,000 per year of Grollemund’s employment by Activision Blizzard (pro
rated for any partial years), and within ten (10) business days
after Activision Blizzard’s
receipt of such statement, Activision Blizzard or Games shall pay to Vivendi an
amount in cash equal to such amount as set forth therein; (b) the amount
described in subsection (a) above shall be the only obligation of Activision Blizzard or any of its Controlled
Affiliates with respect to any pension obligation or other retirement
obligation under any Vivendi retirement pension scheme in respect of
Grollemund; (c) Activision Blizzard and its Controlled Affiliates shall
have no liability or obligation with respect to the payment of benefits accrued
by Grollemund under any Vivendi retirement pension scheme; and (d) nothing
herein is intended to, or shall be otherwise deemed to, amend Sections 2.1 or
2.3 of the Investor Agreement, including without limitation pursuant to which
Activision Blizzard or Games shall continue to reimburse Vivendi for Vivendi’s
contributions to the French social security system in respect of Grollemund for
so long as he remains an employee of Activision Blizzard or any of its
subsidiaries.  Vivendi agrees to
indemnify Activision Blizzard and its Controlled Affiliates against any claim
by Grollemund (or his beneficiaries) or by any French governmental entity that
Activision Blizzard or any of its Controlled Affiliates is required to make any



 

















 


contribution
to a pension paid or payable by Vivendi or any of its Controlled
Affiliates (whether pursuant to
the JFG Employment Agreement or otherwise) to Grollemund or to any French
social security system in respect of Grollemund.  Each of Activision Blizzard and Vivendi agree
that nothing herein shall amend or modify the terms of the Investor Agreement
as in effect prior to the execution of this letter.


 


IN WITNESS WHEREOF, this
letter agreement has been duly executed.


 


 


	
   

  	
  ACTIVISION
  BLIZZARD, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  George L. Rose

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VIVENDI
  S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Jean-Bernard
  Lévy

  
	
   

  	
   

  	
  Name: Jean-Bernard Lévy

  Title:     Chairman of the Management Board

  



 


[Signature Page to
JFG Side Letter]