Exhibit 10.101


 





 


Amendment #1 to Employment
Agreement

To Comply with the Provisions of Section 409A of the Internal Revenue Code


 


Jean-François Grollemund


 


This
Amendment #1 to Employment Agreement (this “Amendment #1”)
is entered into as of December 15, 2008, by and between Jean-François
Grollemund (“Employee”) and Activision Blizzard, Inc.
(“Employer”).  All capitalized terms shall have the same
meaning set forth in the Employment Agreement (as defined below).


 


RECITALS:


 


Employee
and Employer entered into an Employment Agreement dated as of July 16,
2008 (the “Employment Agreement”).


 


Employee
and Employer desire to amend the Employment Agreement in certain respects as
set forth herein in order to comply with the provisions of Section 409A of
the Internal Revenue Code of 1986, as amended.


 


AGREEMENT:


 


The
parties hereby agree to amend the terms of the Employment Agreement as follows:


 


1.                                 Termination by the Employer without Cause of
by you for Good Reason.  The Employment Agreement is hereby amended to
delete clauses (ii) through (vi) of Section 11(c) in their
entirety and replace them with new clauses (ii) through (v) to read
as follows:


 


(ii)                                        You
shall receive 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 last day of the Term, 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 you shall receive
any installments relating to the 60 day period following the Termination Date
in a lump sum on the first payroll date following the 60th day following the
Termination Date.


 


(iii)                                     You
shall receive payment of the Bonus Severance in a lump sum at the same time as
bonuses are paid to senior executives, but in no event later than the 15th day of the third month of the year following
the fiscal year in which the Termination Date occurs.


 


(iv)                                    Notwithstanding
any provision of the applicable Equity Award Agreement to the contrary
(including, without limitation, Sections 3 and 21 of the Notice of Restricted
Share Unit Award), all outstanding and unvested RSUs, along with any other
outstanding and unvested Equity Awards, shall immediately vest and, 


 

















 


                                                      if
applicable, become exercisable in full, as of the 60th day following the Termination Date.  The vested RSUs (including those vesting in
accordance with the prior sentence) shall be paid immediately upon vesting.


 


(v)                                       Payment
of the Base Salary continuation, the Bonus Severance and the vesting of the
Equity Awards pursuant to this Section 11(c) are conditioned upon
your execution of a waiver and release in a form prepared by 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 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 or benefits pursuant to this Section 11(c) other
than the Basic Severance.


 


2.                                 Section 409A:  Section 12(s) of the Employment
Agreement is hereby deleted in its entirety and replaced with a new Section 12(s) to
read as follows:  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, you shall not
be considered to have terminated employment with 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 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 Employer no later than the end
of the calendar year following the calendar year in which you remit the related
taxes.


 


3.                                 Section 280G:  Section 12(t) of the Employment
Agreement is hereby amended to add a new sentence immediately following the
first sentence of Section 12(t) to read as follows:  To the extent the aggregate of the amounts
constituting the parachute payments are required to be so reduced, the amounts
provided under Section 11 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 11
of this Agreement which are not subject to Section 409A shall be reduced
first.


 

















 


Except
as specifically set forth in this Amendment #1, the Employment Agreement shall
remain unmodified and in full force and effect. 
If any term or provision of the Employment Agreement is contradictory
to, or inconsistent with, any term or provision of this Amendment #1, then the
terms and provisions of this Amendment #1 shall in all events control.


 


 




	
  AGREED
  AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Employee:

  	
   

  	
  Employer:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Activision
  Blizzard, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Jean-François Grollemund

  	
   

  	
  By:
  

  	
  /s/
  George L. Rose

  
	
   

  	
   

  	
   

  
	
  Jean-François
  Grollemund

  	
   

  	
  Name:
  

  	
  George
  L. Rose

  
	
  Date:
  

  	
  11/18/08

  	
   

  	
  Title:
  

  	
  Chief
  Legal Officer

  
	
   

  	
   

  	
  Date:
  

  	
  12/12/08