Exhibit 10.89


 





 


Amendment #1 to Employment
Agreement

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


 


Ronald Doornink


 


This
Amendment #1 to Employment Agreement (this “Amendment #1”)
is entered into as of December 15, 2008, by and between Ronald Doornink (“Employee”) and Activision Publishing, 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 8, 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.                                 Release:  The Employment Agreement is hereby amended to
delete Section 9(e)(ii) in its entirety and replace it with a new Section 9(e)(ii) to
read as follows:  If your employment
terminates under Section 9(c), the Employer shall pay you (a) the
amounts described in clause (i) of this Section 9(e) and (b) an
amount equal to the Base Salary (at the rate in effect on the date of your
termination) that you would have received had you remained employed until the
last date of the Term in equal installments commencing on the first payroll
date following the 60th day following your termination of employment; provided, however, that you must sign a waiver and release
agreement in a form prepared by the Employer in its sole discretion in order to
receive the amounts set forth in this Section 9(e)(ii)(b), which waiver
and release agreement must become effective and irrevocable in its entirety
within 60 days after your termination of employment.  The Employer will pay any installments relating
to such 60 days in a lump sum on the first payroll date following the 60th day
following your termination of employment.


 


2.                                 Section 409A:  Section 10(s) of the Employment
Agreement is hereby amended to add a new subsection (vi) to read as
follows:  For purposes of this Agreement,
each amount to be paid or benefit to be provided to you pursuant to Section 9(e) of
this Agreement shall be construed as a separate identified payment for purposes
of Section 409A of the Code.


 


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
  Publishing, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Ronald Doornink

  	
   

  	
  By:

  	
  /s/
  George L. Rose

  
	
   

  	
   

  	
   

  
	
  Ronald
  Doornink

  	
   

  	
  Name:
  

  	
  George
  L. Rose

  
	
  Date:
  

  	
  12/03/08

  	
   

  	
  Title:
  

  	
  Chief
  Legal Officer

  
	
   

  	
   

  	
  Date:
  

  	
  12/12/08