Exhibit 10.28


 


Vivendi Holding I Corp.


800 Third Avenue


New York, NY 10022


 


Dated December 1, 2007


 


Mr. Bruce L. Hack


151 Central Park West


New York, NY  10023


 


Dear Bruce:


 


Reference is
made to the Business Combination Agreement, dated as of even date herewith (the
“Business Combination Agreement”), by and between Vivendi S.A. (“Parent”),
VGAC LLC, Vivendi Games, Inc., Activision, Inc., and Sego Merger
Corporation.  Subject to the consummation
of the transactions contemplated by the Business Combination Agreement and your
continued employment by Vivendi Holding I Corp. (“Vivendi”) from the
date hereof until the Closing Date (as defined in the Business Combination
Agreement) Activision Blizzard, Inc. (the “Company”) shall employ
you and you agree to accept employment upon the terms and conditions set forth
in this agreement (the “Agreement”), effective upon the Closing
Date.  Upon the Closing Date, this
Agreement shall supersede and replace in its entirety the prior Employment
Agreement dated June 29, 2006 (the “Prior Agreement”) between you
and Vivendi Holding I Corp. (as successor to Vivendi Universal US Holding Co.);
provided, however, that in the event the Closing Date does not
occur prior to December 31, 2008, or the Business Combination Agreement is
terminated by any party for any reason pursuant to Section 8.1 thereof,
then this Agreement shall be deemed void ab initio, and
the Prior Agreement shall remain in full force and effect.


 


1.                                       Term.  The term of this Agreement will commence on
the Closing Date and continue until June 30, 2010 (the “Term”),
unless earlier terminated pursuant to the provisions of Paragraph 4.


 


You agree and
acknowledge that the Company has no obligation to extend the Term or to
continue your employment after the expiration of the Term, and you expressly
acknowledge that no promises or understandings to the contrary have been made
or reached.  You also agree and
acknowledge that, should you and the Company choose to continue your employment
for any period of time following the expiration of the Term (including any
extensions thereof) without a written employment agreement, your employment
with the Company will be “at will;” in other words, during any time following
the expiration of the Term if a written employment agreement is not in effect,
the Company may terminate your employment at any time, with or without reason
and with or without notice, and you may resign at any time, with or without
reason and with or without notice; provided, however, that any
such “at will” employment will not 


 

















 


diminish or prejudice any rights or benefits
to which you are otherwise entitled under this Agreement, or otherwise, after
the end of the Term.


 


2.                                       Employment
by the Company and Duties.  You agree
to be employed and perform your exclusive services for the Company and its
affiliates upon the terms and conditions of this Agreement.  You will render your services hereunder as
Vice Chairman of the Board and Chief Corporate Officer.  You will report directly to the Company’s
Chief Executive Officer and have direct accountability to the Company’s Chief
Executive Officer with respect to the Company’s staff activities, including
with respect to finance, legal and human resources, and you will have the
authority and responsibilities, in each case, commensurate with your reporting
position and status and consistent with your position hereunder.  You will also be responsible for leading the
post-merger integration of the Company following the Closing Date under the
direction of the Company’s Chief Executive Officer.  You will not be required, without your
consent, to perform your duties under this Agreement in a location other than
in the Los Angeles, California metropolitan area, except for reasonably
required travel on the Company’s business.


 


3.                                       Compensation
and Related Matters.


 


(a)                                  Base
Salary.  For all services rendered
under this Agreement, during the Term, the Company will continue to pay your
base salary at an annual rate of One Million Five Hundred Thousand Dollars
($1,500,000).


 


(b)                                 Annual
Bonus Compensation. You will participate in the Company’s annual incentive
plan or any plan adopted in replacement thereof (“AIP”) as determined by
the Company’s Compensation Committee and in accordance with the plan’s terms
and conditions.   During the term, your
target bonus under the AIP with respect to each fiscal year will be One Million
Dollars ($1,000,000) (“Target Bonus”) with a guaranteed minimum of Five
Hundred Thousand Dollars ($500,000) per fiscal year (the “Guaranteed Minimum
Bonus”).  Your maximum bonus with
respect to each fiscal year will be Two Hundred Percent (200%) of your Target
Bonus, and your bonus will be based upon a measurement of performance against
objectives in accordance with the AIP, or any successor thereto, as they may be
amended from time to time.  The bonus
amounts payable to you under the AIP, which amounts shall not be less than the
Guaranteed Minimum Bonus, will be paid to you following each relevant fiscal
year at the same time that AIP bonuses are generally paid to other participants
in the AIP in accordance with the terms of such plan (which shall be
established as a fixed date or otherwise in a manner which complies with or is
exempt from the provisions of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”)). 
In addition, any replacement plan referred to in this Paragraph 3(b) shall
provide you a reasonable opportunity to achieve bonuses reasonably comparable
to those that would have been payable under the plan it replaced; provided,
however, that under such replacement plan you will receive at least the
Guaranteed Minimum Bonuses set forth above.


 


(c)                                  2007
and 2008 Vivendi Annual Bonuses.  To
the extent not otherwise paid to you prior to the Closing Date, your 2007
annual bonus will be paid to you under the Vivendi Games, Inc. (“Vivendi
Games”) annual incentive plan as in effect immediately prior to the Closing
Date based on the achievement of the existing performance goals and criteria
previously established for you under that plan. 
Additionally, to the extent that the Closing Date occurs after
commencement of Vivendi’s 2008 fiscal year, a pro-rata portion of your 2008
annual bonus 


 


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(determined
based upon (i) actual performance through the Closing Date and (ii) the
percentage of the 2008 fiscal year that shall have elapsed through and
including the Closing Date) shall be paid to you in cash on the Closing Date.


 


(d)                                 Transaction
Bonus.  On the Closing Date, you
shall be paid a lump sum cash bonus in an amount equal to $1,000,000.


 


(e)                                  Post-Closing
Merger Integration Bonus.  You shall
be eligible for a post-closing merger integration bonus targeted at $1,000,000,
subject to the terms of such bonus and to your and the Company’s achievement of
specified merger integration goals, to be established by the Chief Executive
Officer of the Company in consultation with you and approved by the Board of
Directors of the Company (the “Board”).


 


(f)                                    Equity
Awards.  During each year of the Term
that regular annual equity grants are made to senior executive officers of the
Company, the Company will recommend to the Compensation Committee of the Board
that you be granted, and will use its reasonable best efforts to cause you to
be granted, a grant of an option to purchase 200,000 ordinary shares of the
Company’s common stock, or an equity award of comparable value as determined by
the Company in its reasonable discretion (“Annual Equity Award”), to be
granted at the same time such regular annual equity grants are made to such senior
executive officers of the Company; provided, however, that during the
Term the Company will recommend to the Compensation Committee of the Board that
you shall be granted at least three such Annual Equity Awards.  The Annual Equity Awards will be subject to
the terms and conditions of such grants made to such other senior executives of
the Company under the Company’s applicable equity plan, and any specific terms
and conditions set forth by the Company or its affiliates for senior executives
of the Company with comparable positions and responsibilities; provided,
however, that following your termination of employment, your then vested
options (including, without limitation, any options that become vested upon
your termination of employment as described below) shall remain exercisable
until the end of the normal option term, without regard to any shorter
post-termination of employment exercise period otherwise applicable under the
Company’s equity plan or award agreements thereunder.  For the avoidance of doubt, Annual Equity
Awards may include, without limitation, (i) options to purchase ordinary
shares of the Company’s common stock with or without performance conditions set
forth by the Company, and/or (ii) stock appreciation rights with or
without performance conditions set forth by the Company, and/or (iii) restricted
stocks with or without performance conditions set forth by the Company, and/or (iv) restricted
stock units with or without performance conditions set forth by the
Company.  The number of shares to be
granted under an Annual Equity Award shall be appropriately adjusted in the
event of a corporate merger, recapitalization, stock dividend, reorganization
or similar event, of the Company.


 


Notwithstanding
the foregoing, in the event that the Company terminates your employment without
Cause, you resign for Good Reason or your employment terminates upon the
expiration of the Term, all of the Annual Equity Awards granted to you
hereunder and any other equity-based award previously granted to you by Parent
(pursuant to the Prior Agreement or otherwise) shall become immediately vested
and exercisable, but, except as provided herein, the Annual Equity Awards and
other equity-based awards will in all respects otherwise remain subject to the
terms and conditions of the applicable equity plan.  In addition, with respect to all of your 


 


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Annual Equity Awards, the definition of “Cause”
set forth in this Agreement will supersede and replace any definition of such
term in the applicable equity plan.


 


(g)                                 Benefits.  You will be entitled to participate in the
benefit plans generally available to senior executive employees of the Company
in the United States (which will, at all times during your employment, include
group health plan, life insurance and disability coverage); provided, however,
that you shall only be entitled to participate in the 401(k) plan
sponsored by the Company, and you shall not be entitled to participate in any
other defined contribution, defined benefit or any other retirement plan of the
Company or its affiliates.  In addition,
you will be eligible to participate in the Flexible Perquisites program of the
Company as long as the Company provides such a program and in accordance with
the program’s terms and conditions then in effect.  Your participation in all such benefit plans
and programs will be on terms and conditions that are no less favorable than
those applicable to other senior executives of the Company with comparable
positions and responsibilities.  You
shall be entitled to vacation with pay during the Term in accordance with the
Company’s vacation policy in effect from time to time; provided, however,
that you shall be entitled to not less than four (4) weeks of paid
vacation in each year.


 


(h)                                 Office
and Staff.  The Company will furnish
you with office facilities and staff support at the Company’s executive offices
in both Los Angeles and New York, New York consistent with your
responsibilities and position with the Company and in accordance with the
Company’s practice for senior executives with comparable positions and
responsibilities, on a basis that is no less favorable to you than Vivendi’s
current practices as of the date hereof.


 


(i)                                     Expense
Reimbursement.  During your employment,
the Company will reimburse you for your reasonable and necessary business
expenses in accordance with its then prevailing policy for senior executives of
the Company with comparable positions and responsibilities (which will include
appropriate itemization and substantiation of expenses incurred).  Without limiting the generality of the
foregoing, the Company will reimburse you for first class travel and first
class hotel accommodations in connection with your employment hereunder,
consistent with the Company’s policies.


 


(j)                                     Withholding.  The Company may withhold from any amounts
payable under this Agreement such federal, state or local taxes as will be
required to be withheld pursuant to any applicable laws or regulation.


 


4.                                       Compensation
Upon Certain Termination Events.


 


(a)                                  Compensation
Payable.  Should your employment with
the Company terminate, you will be entitled to the amounts and benefits shown
on the following table, subject to Paragraphs 4(b) through 4(j) and
your execution and non-revocation of the release of claims described in
Paragraph 6(g).  In the event of such
termination, and except for payments and benefits noted in this Paragraph 4,
the Company will have no further obligations to you under this Agreement except
as specifically set forth in this Agreement, as set forth in any benefit plan,
program or arrangement in which you participate or as otherwise required by
Company policy or by law.


 


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  Termination
  For

  Cause/Voluntary

  Termination without

  Good Reason

  	
   

  	
  Involuntary Termination/

  Good Reason/ Expiration of

  Term

  	
   

  	
  Disability

  	
   

  	
  Death

  
	
  Payment of any accrued but unpaid Base Salary, unpaid annual bonus
  under the AIP in respect of the preceding fiscal year in an amount equal to
  the Guaranteed Minimum Bonus, and pro-rata* Guaranteed Minimum Bonus.

  	
   

  	
  Payment of any accrued but unpaid Base Salary, unpaid annual bonus at
  the Company’s bonus payout percentage under the AIP in respect of the
  preceding fiscal year, pro-rata Target Bonus, plus a lump sum amount equal to
  your Base Salary and Target Bonus(es) (discounted as provided in Paragraph
  4(h) below) multiplied by your Severance Multiple. For purposes hereof,
  your “Severance Multiple” shall equal (i) two plus the fractional
  portion of a year for which you were employed by the Company, in the event
  such termination occurs prior to June 30, 2008, (ii) two, in the
  event such termination occurs on or after June 30, 2008 and prior to the
  expiration of the Term and (iii) one, in the event such termination occurs
  upon the expiration of the Term. In addition, to the extent not previously
  paid, you shall be paid in a single lump sum the amount of your Transaction
  Bonus and targeted Post-Closing Merger Integration Bonus, each as described
  in Paragraphs 3(d) and 3(e) (provided, however, that if the applicable
  performance period for the Post-Closing Merger Integration Bonus ends upon or
  prior to your termination and the bonus, if any, for that performance period
  has not yet

  	
   

  	
  Payment of any accrued but unpaid Base Salary, unpaid annual bonus
  under the AIP in respect of the preceding fiscal year, and pro-rata Target
  Bonus.

   

  In addition your Base Salary will continue until the earliest of
  (i) the 180th day following the start of your Disability absence, or
  (ii) your death, and will be reduced by other Company-provided
  disability benefits paid to you.

  	
   

  	
  Payment of any accrued but unpaid Base Salary, unpaid annual bonus
  under the AIP in respect of the preceding fiscal year, and pro-rata Target
  Bonus.

  



 


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  been paid, the amount paid in respect to that performance period
  shall be determined based on the Company’s latest estimate of its and your
  ultimate actual performance, versus its and your ultimate performance goals
  established pursuant to Paragraph 3(e), under the Post-Closing Merger
  Integration Bonus program(1)), and you shall be eligible to receive medical,
  dental, disability and life insurance coverage, on the same basis as is made
  available to other actively employed senior executives of the Company, for
  the number of whole and partial years corresponding to the Severance
  Multiple.

  	
   

  	
   

  	
   

  	
   

  



 






*References to pro-rata Guaranteed Minimum and Target Bonuses shall
mean a pro-rata portion of such Guaranteed Minimum Bonus or Target Bonus, as
applicable, for the fiscal year in which your termination of employment occurs,
based upon the percentage of such fiscal year that shall have elapsed through
the date of your termination of employment.


 


(b)                                 Termination
for Cause/ Resignation without Good Reason. 
The Company may terminate your employment for Cause at any time without
advance notice, and you may resign your employment without Good Reason (as
defined in Paragraph 4(f)).  “Cause”
shall mean:


 


(i)             your gross misconduct or a willful breach
of a substantial and material obligation under this Agreement;


 


(ii)          your intentional and material failure to
comply with the Company’s material written policies and procedures as and to
the extent such policies and procedures are both (i) communicated to you
in writing within a reasonable period of time following the Closing Date and (ii) substantially
similar in scope to the Policies and Procedures for Worldwide Business Conduct
of Vivendi and Affiliates and the Vivendi Discrimination and Sexual Harassment
Policy, copies of which are attached as Schedule 1 to this Agreement; or


 


(iii)  your
conviction of a felony or crime of moral turpitude;


 


(1)                                  Exhibit B
hereto contains a sample methodology for calculating this payment.


 


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which, in the
case of any of the immediately preceding clauses (i) or (ii), is not
remedied within thirty (30) days after receipt of written notice from Company
specifically delinieating each such claimed breach and setting forth Company’s
intention to terminate your employment if such breach is not duly remedied, provided,
however, that if the specified breach cannot reasonably be remedied
within said thirty-day period and you commence reasonable steps within said
thirty-day period to remedy said breach and diligently continue such steps
thereafter until a remedy is effected, such breach shall not constitute “Cause”.  In the event that the Company terminates your
employment for Cause or if you resign from your employment without Good Reason,
the payments and benefits required by Paragraph 4(a) will be made and
provided.


 


(c)                                  Involuntary
Termination.  The Company may
terminate your employment other than for Cause or other than on account of
Disability, as defined in Paragraph 4(d), in which case you will receive the
lump sum payments and benefits specified in Paragraph 4(a).  Any such termination of your employment shall
be deemed to be an “Involuntary Termination” for all purposes of this
Agreement.  You agree that you will have
no rights or remedies in the event of your termination without Cause except as
set forth in this Agreement.


 


(d)                                 Termination
for Disability.  The Company may
terminate your employment on account of a Disability (but only during the
continuance of such Disability) and the payments and benefits required by
Paragraph 4(a) will be made and provided. 
You will be deemed to have a “Disability” if you are
incapacitated by a physical or mental condition, illness or injury which has
prevented you from being able to perform the essential duties of your position
under this Agreement in a satisfactory fashion for all of a consecutive 180-day
period.  Any dispute regarding whether
you have incurred a “Disability” shall be resolved by an independent medical
doctor mutually agreeable to the Company and you.


 


(e)                                  Death.  If you die while employed under this
Agreement, the payments and benefits required by Paragraph 4(a) will be
made and provided.


 


(f)                                    “Good
Reason” Termination.  You may
terminate your employment voluntarily for “Good Reason” and the payments and
benefits required by Paragraph 4(a) will be made and provided.  “Good Reason” means, without your
written consent, a willful breach of a substantial and material obligation of
the Company under this Agreement (as set forth below) which is not remedied
within 30 days after receipt of written notice from you specifically
delineating each such act or claimed breach and setting forth your intentions
to terminate your employment if such breach is not duly remedied, provided that
if the specified breach cannot reasonably be remedied within said 30-day period
and the Company commences reasonable steps within said 30-day period to remedy
said breach and diligently continues such steps thereafter until a remedy is
effected, such breach will not constitute “Good Reason”.  A willful breach of a substantial and
material obligation of the Company under this Agreement shall include any of
the following events:  (i) you are
removed by the Company from the position of Vice Chairman of the Board or Chief
Corporate Officer (other than in connection with a promotion to a more senior
level, or your written acceptance of another position with the Company in lieu
thereof) or the Company does not nominate you for election as a member of the
Board; (ii) you are required to report directly to a person not occupying
a position described in Paragraph 2; (iii) your Base Salary, Guaranteed
Minimum Bonus or Target Bonus are reduced or the Company deliberately fails to
pay or provide, when due, any compensation or benefits contemplated hereunder; (iv) with
respect to 


 


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any year of the Term, the Company shall fail
to grant to you the Annual Equity Awards described in Paragraph 3(c) if,
with respect to any such year, the Company makes regular annual equity grants
to similarly situated senior executives of the Company; (v) you are
required to perform your primary duties at a location other than the Los
Angeles, California metropolitan area; (vi) your duties, responsibilities
or authority as provided under this Agreement (or which are hereafter assigned
to you) are materially diminished without your consent (including, without
limitation, your loss of direct responsibility (under the direction of the
Company’s Chief Executive Officer) for the Company’s finance, legal and human
resources executives, or for the Company’s merger integration activities;
provided that a decision of the Company’s Chief Executive Officer as to any
matter within your area of direct responsibility shall not be deemed a
diminishment of your responsibilities in any respect); or (vii) the
Company fails to require the express assumption of this Agreement by any
successor to all or substantially all of the assets of the Company.   You agree that you will have no rights or
remedies in the event of your termination for Good Reason except as set forth
in this Agreement.


 


(g)                                 Expiration
of the Term.  Unless otherwise
terminated earlier pursuant to Paragraph 4, your employment will terminate
automatically upon the expiration of the Term of this Agreement as set forth in
Paragraph 1, and the payments and benefits required under Paragraph 4(a) will
be made and provided.


 


(h)                                 No
Mitigation.  Following your
termination of employment with the Company for any reason (including, without
limitation, if the Company terminates your services for any reason, or if you
terminate your services for Good Reason), you will have no duty to attempt to
mitigate your damages by seeking alternative employment, the Company will not
be entitled to reduce the amount of any compensation or benefits (including,
without limitation, stock options or other equity based awards) payable to you
under this Agreement by any amounts or benefits received by you in connection
with such alternative employment and you will not be required to pay the
Company any amounts that you may receive from any such alternative employment
or otherwise.  The obligations of the
Company to you under this Agreement shall not be subject to any offset or
defense.


 


(i)                                     Discount.  Any lump-sum payments required to be made to
you pursuant to Paragraph 4 hereof will be discounted to present value from the
time at which such amounts would have been paid absent any accelerated payment
at an annual discount rate for the relevant periods equal to the “mid-term
applicable Federal rate” (within the meaning of Section 1274(d) of
the Code), compounded annually, in effect on the date of such termination; provided,
that any amounts that would otherwise not have been paid by the last day of the
Term shall be deemed, for these purposes, to have been payable on the last day
of the Term.


 


(j)                                     Additional
Payment Provisions.  Except as
otherwise expressly provided under Paragraph 4(a), and subject to your
execution and non-revocation of the release of claims described in Paragraph
6(g), the Company shall pay all monies owing to you under this Agreement (which
shall include any unreimbursed business expenses and any accrued and unpaid
vacation pay to the degree provided by Company policy) as soon as practicable
after (but, in any event, within fifteen business days after) any termination
of your employment; provided, however, that the payment of any
monies accrued under any benefit plan shall be subject to the terms of the
applicable plan and any elections you have made, and amounts in respect of
unreimbursed 


 


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expenses shall be paid within fifteen
business days after your submission of supporting documentation for such
expenses.  Anything contained herein to
the contrary notwithstanding, the obligations of Company to make payments to
you pursuant to this Agreement shall survive any termination of the Term of
this Agreement.  Except as otherwise
expressly provided in Paragraph 3(g), nothing in this Agreement shall
adversely affect your rights, if any, to employee benefits following the
termination of your employment under the terms of the employee benefit plans of
the Company in which you participate, which rights, if any, shall be governed by
the terms of such employee benefit plans.


 


5.                                       Certain
Additional Payments by the Company.


 


(a)                                  Gross-Up
Payment.  Anything in this Agreement
to the contrary or any termination of this Agreement notwithstanding, in the
event it is determined that any payment or distribution or benefit received or
to be received by you pursuant to the terms of this Agreement or any other
payment or distribution or benefit made or provided by the Company or any of
its affiliates, to or for your benefit (whether pursuant to this Agreement or
otherwise and determined without regard to any additional payments required
under this Paragraph 5) (a “Payment”) would be subject to the excise tax
imposed by Section 4999 of the Code, or any interest or penalties are
incurred by you with respect to such excise tax (such excise tax, together with
any such interest and penalties, is hereinafter collectively referred to as the
“Excise Tax”), then you will be entitled to receive an additional
payment (a “Gross-Up Payment”) in amount such that after payment by you
of all taxes (including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income and employment taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, you will retain an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments.


 


(b)                                 Gross-Up
Payment Calculation.  Subject to the
provision of Paragraph 5(c), all determinations required to be made under this
Paragraph 5, including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be utilized in arriving
at such determination, will be made by such certified public accounting firm as
may be jointly designated by you and the Company (the “Accounting Firm”),
which will provide detailed supporting calculations both to the Company and you
within 15 business days of the receipt of notice from you that there has been a
Payment, or such earlier date as is requested by the Company.  All fees and expenses of the Accounting Firm
will be borne solely by the Company.  Any
Gross-Up Payment, as determined pursuant to this Paragraph 5, will be paid by
the Company to you within five days of the receipt of the Accounting Firm’s
determination (or in the case of any claim by the IRS which you are either
directed to pay by the Company (affirmatively or by lapse of the 30 day notice
period described in Paragraph 5(c)) or required to pay after the conclusion of
the contest proceedings described in Paragraph 5(c), within five days of such
Company direction or conclusion of such proceedings).  Any determination by the Accounting Firm will
be binding upon the Company and you.  As
a result of the uncertainty in the application of Section 4999 of the Code
at the time of the initial determination by the Accounting Firm hereunder it is
possible that Gross-Up Payments which will not have been made by the Company
should have been made (“Underpayment”), consistent with the calculations
required to be made hereunder.  In the
event that the Company exhausts its remedies pursuant to Paragraph 5(c) and
you are thereafter required to make a payment of any Excise Tax, the Accounting
Firm will determine the amount of the


 


9

















 


Underpayment that has occurred and any such
Underpayment will be promptly (and in any event within five days of such
determination) paid by the Company to or for the benefit of you.


 


(c)                                  Claim
by the IRS.  You will notify the Company
in writing of any claim by the U.S. Internal Revenue Service (the “IRS”)
that, if successful, would require the payment by the Company of the Gross-Up
Payment.  Such notification will be given
as soon as practicable but no later than ten business days after you are
informed in writing of such claim and will apprise the Company of the nature of
such claim and the date on which such claim is due to be paid.  You will not pay such claim prior to the
expiration of the 30-day period ending on the date that any payment of taxes
with respect to such claim is due.  If
the Company notifies you in writing prior to the expiration of such 30-day
period that it desires to contest such claim, then you will:


 


(i)    give
the Company any information reasonably requested by the Company relating to
such claim;


 


(ii)   take
such action in connection with contesting such claim as the Company will
reasonably request in writing from
time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the Company;
and


 


(iii)  cooperate
with the Company in good faith in order effectively to contest such claim;


 


provided,
however, that the Company will bear and pay directly all costs and
expenses; (including additional interst and penalties) incurred in connection
with such contest and will indemnify and hold you harmless, on an after-tax
basis, for any Excise Tax or income and employment tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.  Without
limitation on the foregoing provisions of this Paragraph 5(c), the Company will
control all proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim and
may, at its sole option, either direct you to pay the tax claimed and, subject
to Paragraph 5(e), sue for a refund, or contest the claim in any permissible
manner, and you will agree to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company will determine, provided, however,
that if the Company directs you to pay such claim and sue for a refund, the
Company will advance the amount of such payment to you, on an interest-free
basis and will indemnify and hold you harmless, on an after-tax basis, from any
Excise Tax or income and employment tax (including interest or penalties with
respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and provided, further,
that any extension of the statute of limitations relating to payment of taxes
for your taxable year with respect to which such contested amount is claimed to
be due is limited solely to such contested amount.  Furthermore, the Company’s control of the
contest will be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and you will be entitled to settle or contest, as
the case may be, any other issue raised by the IRS or any other taxing
authority.


 


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(d)                                 Entitlement
to Payment.  Subject to Paragraph
5(e), if, after the receipt by your of an amount advanced by the Company
pursuant to Paragraph 5(c), you become entitled to receive any refund with
respect to such claim, you will (subject to the Company’s complying with the
requirements of Paragraph 5(c)) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the
receipt by you of an amount advanced by the Company pursuant to Paragraph 5(c),
a determination is made that you will not be entitled to any refund with
respect to such claim and the Company does not notify you in writing of its
intent to contest such denial of refund prior to the expiration of 30 days
after such determination, then such advance will be forgiven and will not be
required to be repaid and the amount of such advance will offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.  Any Gross-Up Payment or reimbursement by the
Company of expenses pursuant to this Paragraph 5 shall be paid no later than December 31
of the calendar year following the calendar year during which you remit or
otherwise incur the applicable Excise Tax or expenses.


 


(e)                                  Sarbanes-Oxley
Limitation.  Notwithstanding the foregoing:
(i)  during any period when the Company and you are subject to the
limitations of Sarbanes-Oxley, in the event of a claim by the IRS described in
Paragraph 5(c), the Company may (A) direct you to pay (affirmatively or by
lapse of the 30 day notice described in Paragraph 5(c)) such claim in which
case the Company shall make the Gross-Up Payment with respect to such claim; or
(B) direct you to contest such claim (but not require you to pay such
claim and sue for a refund); and (ii)  in the event that the Company and
you become subject to the limitations of Sarbanes-Oxley after the commencement
of any contest to such a claim and after the advancement of any amounts to you
pursuant to Paragraph 5(c) pending the outcome for any proceeding for a
refund, the amount of such advancement shall be immediately forgiven and you
shall cease to be obligated to continue any such proceeding for said refund and
the Company shall make the Gross-Up Payment with respect to such claim and such
forgiveness.


 


6.                                       Covenants.


 


(a)                                  Acknowledgment.  You acknowledge that you currently possess or
will acquire secret, confidential, or proprietary information or trade secrets
concerning the operations, future plans, or business methods of the Company or
its affiliates.  You agree that the
Company would be severely damaged if you misused or disclosed this
information.  To prevent this harm, you
are making the promises set forth in this Paragraph 6.  You acknowledge that the provisions of this
Paragraph are reasonable and necessary to protect the legitimate interests of
the Company and that any violation of such provisions would result in
irreparable injury to the Company.  In
the event of a violation of the provisions of this Paragraph 6, you further
agree that the Company will, in addition to all other remedies available to it,
be entitled to seek equitable relief by way of injunction and any other legal
or equitable remedies.


 


(b)                                 Promise
Not to Disclose.  You will hold in a
fiduciary capacity, for the benefit of the Company, all confidential or
proprietary information, knowledge and data of the Company which you may
acquire, learn, obtain or develop during your employment by the Company.  Further, you will not, during the Term or at
any time thereafter, directly or indirectly use, communicate or divulge for
your own benefit or for the benefit of another any such information, knowledge
or data other than as required by, or on behalf of, the Company.  You 


 


11

















 


make the same commitments with respect to the
secret, confidential or proprietary information, knowledge and data of
affiliates, customers, contractors and others with whom the Company has a
business relationship or to whom the Company or its affiliates owe a duty of
confidentiality, other than as required by the Company.  The confidential and proprietary information
covered by this protection includes, but is not limited to, confidential and
proprietary matters of a business or strategic nature such as information about
costs and profits, projections, personnel information, reengineering, records,
customer lists, contact persons, customer data, software, sales data, possible
new business ventures and/or expansion plans or matters of a creative nature,
including without limitation, matters regarding ideas of a literary, creative,
musical or dramatic nature, or regarding any form of product produced,
distributed or acquired by the Company (“Company Information”).  Anything contained herein to the contrary
notwithstanding, for purposes of this Agreement, “Company Information” and “confidential
or proprietary information, knowledge and data” shall not include information
which is: (i) generally known in the industry; or (ii) in the public
domain other than due to your actions. 
Company Information will be considered and kept as the private,
proprietary and confidential information of the Company except in furtherance
of the Company’s business or within the Company as required to perform
services, and may not otherwise be divulged without the express written
authorization of the Company except as required to be disclosed by law.  You and the Company further agree that
neither of you will publicly disclose the terms of this Agreement, other than
as required by law.  Notwithstanding the
foregoing, it is agreed that nothing herein shall prevent you from disclosing
any information, the disclosure of which is reasonably necessary in order for
you to defend yourself, or assert your rights, in any legal or administrative
proceeding to which you and the Company or its affiliates are parties.


 


(c)                                  Promise
Not to Engage in Certain Activities. 
You will not at any time during your employment by the Company or, in
the event of your termination of employment (i) voluntarily without Good
Reason or (ii) involuntarily for Cause, prior to the earlier to occur of (x) the
first anniversary of such termination of employment and (y) the third
anniversary of the Closing Date, be or become (A) interested or engaged in
any manner, directly or indirectly, either alone or with any person, firm or
corporation now existing or hereafter created, in any business which is engaged
in the business of video game publishing (a “Competitive Business”) or (B) directly
or indirectly a stockholder or officer, director, agent, consultant or employee
of, or in any manner associated with, or aid or abet, or give information or
financial assistance to, any such Competitive Business.  The provisions of this Paragraph 6(c) will
not be deemed to prohibit your purchase or ownership, as a passive investment,
of not more than five percent (5%) of the outstanding capital stock of any
corporation whose stock is publicly traded. 
Notwithstanding the foregoing, it is agreed it shall not be a breach of
Paragraph 6(c) for you to provide services to an entity or person, that (I) is
not itself a Competitive Business but has an affiliate that is a Competitive
Business (or that has an affiliate that has a division, business unit or
segment that is a Competitive Business) or (II) has one or more distinct
lines of business which are not Competitive Businesses, and has a division,
business unit or segment that is a Competitive Business, if in either case (I) or
(II), as applicable, provided that you do not and will not, directly or
indirectly, provide services or advice with respect to the operations,
management, strategic planning or marketing activities of the affiliate,
division, business unit or segment that is the Competitive Business.


 


(d)                                 Promise to Return Property.  All records, files, lists, drawings, documents,
models, equipment, property, computer, software or intellectual property
relating to the 


 


12

















 


Company’s business in whatever form (including electronic) which you
(or any person to whom you have directly or indirectly transferred such
possession) possess will be returned to the Company upon the termination of
your employment, whether such termination is at your or the Company’s request
(except that you may, upon request to the Company, which shall not be
unreasonably withheld, retain copies of any documents to the extent reasonably
necessary to protect your interests).


 


(e)                                  Promise Not to Solicit.  You will not during the period of your
employment by the Company or the period ending one (1) year after the date
of your termination of employment induce or attempt to induce any employees,
consultants, contractors or representatives of the Company (“Company
Representatives”) (or those of any of its affiliates) to stop working for,
contracting with or representing the Company or any of its affiliates or to
induce or attempt to induce any Company Representative under an exclusive
contractual arrangement with Company to work for, contract with or represent
any of the Company’s competitors.


 


(f)                                    Company Ownership.  The results and proceeds of your services
hereunder, including, without limitation, any works or authorship resulting
from your services during your employment with the Company and/or any of the
Company’s affiliates and any works in progress, will be works-made-for-hire and
the Company will be deemed the sole owner throughout the universe of any and
all rights of whatsoever nature therein, whether or not now or hereafter known,
existing, contemplated, recognized or developed, with the right to use the same
in perpetuity in any manner the Company determines in its sole discretion
without any further payment to you whatsoever. 
If, for any reason, any of such results and proceeds will not legally be
a work-for-hire and/or there are any rights which do not accrue to the Company
under the preceding sentence, then you hereby irrevocably assign and agree to
assign any and all of your right, title and interest thereto, including,
without limitation, any and all copyrights, patents, trade secrets, trademarks
and/or other rights of whatsoever nature therein, whether or not now or
hereafter known, existing, contemplated, recognized or developed, to the
Company, and the Company will have the right to use the same in perpetuity
throughout the universe in any manner the Company determines without any
further payment to you whatsoever.  You
will, from time to time, as may be requested by the Company and at the Company’s
sole cost and expense, do any and all things which the Company may deem useful
or desirable to establish or document the Company’s exclusive ownership of any
and all rights in any such results and proceeds, including, without limitation,
the execution of appropriate copyright and/or patent applications or
assignments.  To the extent you have any
rights in the results and proceeds of your services that cannot be assigned in
the manner described above, you unconditionally and irrevocably waive the
enforcement of such rights.  This
Paragraph is subject to and will not be deemed to limit, restrict, or
constitute any waiver by the Company of any rights of ownership to which the
Company may be entitled by operation of law by virtue of the Company being your
employer.


 


(g)                                 Release
of Claims.  You and the Company agree
that upon your termination of employment with the Company, you and the Company
will execute mutual releases of claims in favor of the other party in the form
attached hereto as Exhibit A; provided, however, that such
release of claims shall not affect the ongoing obligations of the Company and
its affiliate with respect to any of your employee benefit arrangements, such
as pension, 401(k) and outstanding equity awards or your rights to enforce
the terms of this Agreement.  You
acknowledge that the 


 


13

















 


payments and benefits described in Paragraph
4(a) are expressly contingent upon your execution and non-revocation of
such release of claims.


 


7.                                       Services Unique.  You recognize that your services hereunder
are of a special, unique, unusual, extraordinary and intellectual character,
giving them a peculiar value, the loss of which the Company cannot be
reasonably or adequately compensated for in damages.  In the event of a breach of this Agreement by
you (particularly, but without limitation, with respect to the provisions
hereof relating to the exclusivity of your services), the Company will, in
addition to all other remedies available to it, be entitled to seek equitable
relief by way of injunction and any other legal or equitable remedies.  This provision will not be construed as a
waiver of the rights which the Company may have for damages under this
Agreement or otherwise, and all of the Company’s rights and remedies will be
unrestricted.


 


8.                                       Notices.  All notices and other communications
hereunder will be in writing and will be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:


 


If to Employee:


 


At the address
indicated on the first page hereof


 


with a copy to:


 


Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017-3954


Attention:  Brian D. Robbins, Esq.


 


If to the Company:


 


To the address(es) set forth on Exhibit C


 


or to such other
address as either party will have furnished to the other in writing.  All notices and communications shall be
deemed to have been duly given and received: (a) on the date of receipt,
if delivered by hand; (b) three (3) business days after being sent by
first class certified mail, return receipt requested, postage paid; or (c) one
(1) business day after sending by next-day delivery service with
confirmation of receipt.  As used herein,
the term “business day” means any day that is not Saturday, Sunday or legal
holiday in the State of New York.


 


9.                                       Assignment/Affiliated
Corporations.  This Agreement shall be binding on, and shall
inure to the benefit of, the parties to it, and their respective heirs, legal
representatives, successors and permitted assigns (including, without
limitation, in the event of your death your estate and heirs in the case of any
payments due to you hereunder).  The
Company may only assign this Agreement and its rights and obligations
hereunder, (a) in the case of an assignment solely by the Company, to any
entity controlled by, controlling or under common control with the Company, so
long as such successor assumes in writing the Company’s obligations hereunder;
or (b) to any entity which, by way of merger, consolidation or sale of all
or substantially all of the assets of the 


 


14

















 


Company becomes a successor to the Company,
so long as such successor assumes in writing the Company’s obligations
hereunder.  You acknowledge and agree
that all of your covenants and obligations to the Company, as well as the
rights of the Company hereunder, will run in favor of and will be enforceable
by the Company, its affiliates and their successors.  Upon the Closing (as defined in the Business
Combination Agreement), Vivendi (i) shall assign its obligations under
this Agreement, if any, to the Company and (ii) shall cause the Company to
assume this Agreement.


 


10.                                 Indemnification.  The Company agrees that you shall be entitled
to indemnification and payment or reimbursement of expenses (including
attorneys’ fees and expenses) to the extent provided in the Company’s Restated
Certificate of Incorporation for all damages, losses and expenses incurred by
you in connection with any claim, action, suit or proceeding which arises from
your services and/or activities as an officer and/or employee of Company or any
affiliate thereof.  This Paragraph 10
shall survive any termination of the Term of this Agreement and shall apply in
respect of the Prior Agreement.


 


11.                                 Arbitration of Disputes.


 


(a)                                  Arbitration and Mediation.  You agree that all disputes or controversies
arising out of your employment, including but not limited to, any disputes
concerning the interpretation or application of this Agreement and any claims
arising under any law prohibiting discrimination, retaliation or harassment,
will be decided by a single arbitrator in final and binding arbitration
administered by the American Arbitration Association (“AAA”) and
conducted according to the AAA’s National Rules for the Resolution of
Employment Disputes in effect at the time the demand for arbitration is
made.  This agreement to arbitrate
includes all claims that the Company may have against you at any time now or in
the future, and all claims that you may have against the Company or any of its
successors at any time now or in the future.  The
only exceptions are (1) claims covered by workers’ compensation or
unemployment insurance, (2) claims for benefits that arise under benefit
plans that contain their own administrative or other dispute resolution
procedures, and (3) any other claims that by law are not subject to
mandatory arbitration.  You may be
permitted to file a complaint with certain governmental agencies in accordance
with applicable law.  At the option of
either you or the Company, the arbitration proceedings will be stayed prior to
the selection of an arbitrator, and both you and the Company will submit the
claims asserted, together with any counterclaims and defenses, to non-binding
mediation.  The mediator will be selected
through the AAA.  Completing the
mediation program means participating in good faith in at least one telephone
mediation session.  The Company will pay
all of the administrative costs and fees of the mediation and will bear its own
legal fees regardless of outcome. 
Additionally, the Company shall pay directly or reimburse you for your
legal fees in the case of any action to the extent that you prevail in material
part in connection with such action.


 


(b)                                 Injunctive Relief. Notwithstanding Paragraph
11(a), due to the irreparable harm that would result from an actual or
threatened violation of Paragraph 6 that involves disclosure or use of
confidential information, trade secrets, or competition with the Company and
Paragraphs 2 and 6 that involve exclusivity of your services with the Company,
you agree that the Company may seek an injunctive prohibiting you from
committing such a violation.


 


15
















 


(c)                                  The Arbitration. Any arbitration will take
place in New York, New York before a single experienced employment arbitrator
licensed to practice law in New York. The arbitrator may not modify or change
this Agreement in any way.


 


(d)                                 Fees and Expenses. The Company will promptly
pay on your behalf, or reimburse you for all reasonable attorneys’ fees and
expenses incurred by you in connection with the negotiation and documentation
of the terms and conditions of this Agreement.


 


12.                                 Miscellaneous.  No provisions of this Agreement may be
amended, modified, waived, or discharged except by written document signed by
you and a duly authorized officer of the Company.  A waiver of any conditions or provisions of
this Agreement in a given instance will not be deemed a waiver of such
conditions or provisions of this Agreement at any other time.  The validity, interpretation, construction,
and performance of this Agreement will be governed by the laws of the State of
New York.  This Agreement will be binding
upon, and will inure to the benefit of, you and your estate and the Company and
any successor thereto, but neither this Agreement nor any rights arising under
it may be assigned or pledged by you.


 


13.                                 Validity.  The invalidity or unenforceability of any
provisions of this Agreement will not affect the validity or enforceability of
any other provisions of this Agreement, which will remain in full force and
effect.


 


14.                                 Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which
together will constitute the same instrument.


 


15.                                 Entire Agreement.  This Agreement sets forth the entire
understanding between us; all oral or written agreements or representations,
express or implied, with respect to the subject matter of this Agreement are
set forth in this Agreement.  All prior
employment agreements, understandings and obligations (whether written, oral,
express or implied) between us, if any, are terminated as of the commencement
date of the Term and are superseded by this Agreement.  Without limiting the generality of the
preceding sentence, and for the avoidance of doubt, following the Closing Date
and your commencement of employment under this Agreement you expressly
acknowledge and agree that you shall have no right to terminate your employment
for “Good Reason” under Paragraph 4(f) of the Prior Agreement, and that
you shall have no right to any benefits or amounts of any kind under such
Paragraph of the Prior Agreement.  You
further expressly acknowledge and agree that your rights and obligations (if
any) upon your termination for any reason during the Term shall be determined
exclusively under this Agreement.


 


16.                                 Compliance
with Section 409A of the Code.


 


(a)                                  Specified
Employee.  Notwithstanding any
provision of this Agreement to the contrary, if you are a “specified employee”
as defined in Section 409A, you shall not be entitled to any payments or
benefits that constitute deferred compensation subject to Section 409A,
and whose payment or provision is triggered by your termination of employment
(whether such payments or benefits are provided to you under this Agreement or
under any other plan, program or arrangement of the Company), until the earlier
of (i) the date which is the first business day following the six-month
anniversary of your termination of employment for any reason other than 


 


16

















 


death or (ii) your
date of death (the “First Payment Date”).  The first installment of the payments or
benefits you are entitled to hereunder that is made on the First Payment Date
shall include a “make-up” payment equal to the sum of the payments and benefits
that, if not for the six-month delay described in the preceding sentence, would
be due and payable hereunder after your termination date and before the First
Payment Date.  The Company shall make the
determination as to whether you are a “specified employee” in good faith in
accordance with its uniform methodology and procedures adopted in accordance
with Section 409A and, at the time of your termination of employment will
notify you whether or not you are a “specified employee”.


 


(b)                                 Other
Provisions.  This Agreement is
intended to satisfy the requirements of Section 409A of the Code with
respect to amounts, if any, subject thereto, and shall be interpreted and
construed and shall be performed by the parties consistent with such
intent.  If either party notifies the
other in writing that, based on the advice of legal counsel, one or more of the
provisions of this Agreement contravenes any regulations or Treasury guidance
promulgated under Section 409A or causes any amounts to be subject to
interest, additional tax or penalties under Section 409A, the parties
shall promptly and reasonably consult with each other (and with their legal
counsel), and shall use their reasonable best efforts, to reform the provisions
hereof to (a) maintain to the maximum extent practicable the original
intent of the applicable provisions without violating the provisions of Section 409A
of the Code or increasing the costs to the Company of providing the applicable
benefit or payment and (b) to the extent possible, to avoid the imposition
of any interest, additional tax or other penalties under Section 409A upon
you or the Company.  Except as expressly
provided otherwise herein, no reimbursement payable to you pursuant to any
provisions of this Agreement or pursuant to any plan or arrangement of the
Company covered by this Agreement shall be paid later than the last day of the
calendar year following the calendar year in which the related expense was
incurred, and no such reimbursement during any calendar year shall affect the
amounts eligible for reimbursement in any other calendar year, 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.


 


[signature page follows]


 


17

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VIVENDI HOLDING I CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Greenberg

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Greenberg

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President Human Resources –

  
	
   

  	
   

  	
   

  	
  U.S.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Bruce L. Hack

  	
   

  	
   

  	
   

  
	
  Bruce L. Hack

  	
   

  	
   

  	
   

  
						



 


18

















 


EXHIBIT A


 


ACTIVISION BLIZZARD, INC.


 


MUTUAL
RELEASE AGREEMENT


 


In
consideration of the severance payments and benefits which are to be provided
to me by Activision Blizzard, Inc. (the “Company”) pursuant to Paragraph 4(a) (collectively
the “Severance Benefits”) of that certain letter agreement dated as of December 1,
2007 between me, the Company and Vivendi Holding I Corp. (the “Employment
Agreement”), I hereby agree to and do release and forever discharge the
Company, its parent, affiliated and subsidiary companies, and their respective
past and present officers, directors, stockholders, insurers, employees and
agents of any kind (the “Company Released Parties”) from any and all claims and
causes of action, known or unknown, arising out of or relating to my employment
with the Company, its parent, affiliated and subsidiary companies, from the
beginning of time through and including the effective date of this Mutual
Release Agreement, including, but not limited to, wrongful discharge,
termination in violation of public policy, breach of contract (both express and
implied), breach of fiduciary duty, discrimination of any kind, tort, fraud,
misrepresentation, the Civil Rights Acts, Employee Retirement Income Security
Act (except for vested benefits that are not affected by this Mutual Release
Agreement), Worker Adjustment and Retraining Notification Act, Age
Discrimination in Employment Act, Employee Retirement Income Security Act,
Americans with Disabilities Act, Family Medical Leave Act, Fair Labor Standards
Act, Older Workers Benefit Protection Act, California Fair Employment and
Housing Act, California Civil Code, California Labor Code, California
Constitution, California Family Rights Act, California Worker’s Compensation
Act, Consolidated Omnibus Budget Reconciliation Act, or any other federal,
state or local legislation or common law relating to human rights, employment,
and/or discrimination in employment, or otherwise, and any and all claims for
attorneys’ fees, expenses or costs related to any of the foregoing. 
Notwithstanding the foregoing, nothing contained herein shall be deemed,
interpreted or construed to constitute my release or relinquishment of or
otherwise effect my continuing right to claim and receive either (i) any
rights I may have to receive or the Company’s obligations to pay or provide to
me the Severance Benefits under the Employment Agreement or my rights to
receive payments under Paragraph 5 of the Employment Agreement, (ii) any
right I may have to be indemnified and/or defended from and against any and all
third party or other claims incurred or encountered by me as a result of my
performance of services or duties for and on behalf of any one or more of the
Company Released Parties or my status as an employee, agent, officer, director,
fiduciary or other representative of any one or more of the Company Released
Parties including without limit my rights to receive coverage under any
liability, errors and omissions or officers and directors insurance coverage
maintained by any one or more of the Company Released Parties, and (iii) any
accrued and vested benefits owed to me under any benefit plan, policy or
program (including, without limitation, any such benefit plans, policies or
programs granted or modified pursuant to the terms of the Employment Agreement
or the letter agreement between me, Vivendi Holding I Corp. and Vivendi
S.A., dated as of December 1, 2007) in
which I participated during the term of my employment with the Company, all of
which accrued and vested benefits and Employment Agreement provisions shall
remain payable to me in accordance with the terms of the Employment Agreement
or the governing benefit plan, policy or program (all of the foregoing
described matters under sub-clauses (i), (ii) and (iii) of this
Paragraph being herein collectively referred to as the “Employee Retained
Rights”).


 


In
consideration for my execution of this
Agreement and the waiver provided by me under the foregoing Paragraph, the
Company hereby, on its behalf and on behalf of all other Company Released
Parties, hereby agrees to and does release and forever discharge me and
my heirs, representatives, successors and assigns (collectively the “Employee
Released Parties”) from any and all claims and causes 


 

















 


of action, known or unknown,
arising out of or relating to my employment with or provision of services for
or on behalf of the Company or any one or more of the other Company Released
Parties, from the beginning of time through and including the effective date of
this Mutual Release Agreement, including, but not limited to, breach of
contract (both express and implied), breach of fiduciary duty, illegal act of
any kind, tort, fraud, misrepresentation, or any other federal, state or local
legislation or common law relating to human rights, employment, and/or
discrimination in employment, or otherwise, and any and all claims for
attorneys’ fees, expenses or costs related to any of the foregoing. 
Notwithstanding the foregoing, nothing contained herein shall be deemed,
interpreted or construed to constitute the Company’s release or relinquishment
of or otherwise effect its continuing right to receive any rights to which the
Company is entitled under Paragraph 6 of the Employment Agreement (all of the
foregoing described matters under this sentence of this Paragraph being herein
collectively referred to as the “Company Retained Rights”).


 


Except for or in connection with the Employee Retained
Rights, I hereby waive all rights I may have to file any charge or complaint,
nor will I accept any relief or recovery from any charge or complaint, for
events or causes of action occurring or accruing on or before the effective
date of this Mutual Release Agreement, before any federal, state, or local
administrative agency against the Company Released Parties, except as such
waiver is prohibited by statutory provision. 
Except for or in connection with the Employee Retained Rights, I further
waive all rights to file or join in any action before any federal, state, or
local court against the Company Released Parties for any events or causes of
action occurring or accruing on or before the effective date of this Mutual
Release Agreement. I also acknowledge that I do not have any current charge or
claim against the Company Released Parties pending before any local, state or
federal agency regarding my employment. 
Except as prohibited by statutory provision or for or in connection with
the Employee Retained Rights, in the event that any claims are filed, they
shall be dismissed with prejudice upon presentation of this Mutual Release
Agreement, and I shall reimburse the Company for the costs, including
reasonable attorneys’ fees, of defending any such action.


 


Except for or in connection with the Company Retained
Rights, the Company, for and on its behalf and for and on behalf of each of the
Company Released Parties, hereby waives all rights it or they may have to file
any charge or complaint, nor will it accept or permit any Company Released
Party to pursue or accept any relief or recovery from any charge or complaint, for
events or causes of action occurring or accruing on or before the effective
date of this Mutual Release Agreement, before any federal, state, or local
administrative agency against me or any of the Employee Released Parties,
except as such waiver is prohibited by statutory provision.  The Company, for and on its behalf and for
and on behalf of each of the Company Released Parties and except for or in
connection with the Company Retained Rights, further waives all rights to file
or join in any action before any federal, state, or local court against me or
any of the Employee Released Parties for any events or causes of action
occurring or accruing on or before the effective date of this Mutual Release
Agreement. The Company, for and on its behalf and for and on behalf of each of
the Company Released Parties, also acknowledge that neither it nor any of the
Company Released Parties has any current charge or claim against the me or any
of the Employee Released Parties pending before any local, state or federal agency
regarding my employment with the Company or my provision, performance or
rendering of any services, duties or activities for or on behalf of any of the
Company or the Company Released Parties. 
Except as prohibited by statutory provision and except for or in
connection with the Company Retained Rights, in the event that any such claims
are filed, they shall be dismissed with prejudice upon presentation of this
Mutual Release Agreement, and the Company shall reimburse me and the Employee
Released Parties for the costs, including reasonable attorneys’ fees, of
defending any such action.


 


The
provision of the Severance Benefits completely extinguishes all of the Company
Released Parties’ obligations to me, other than the Employee Retained Rights,
through and including the effective date of this Mutual Release Agreement,
including, without limitation, severance under any agreement or 


 


2

















 


policy other than the
Employment Agreement, compensation, health insurance premiums, and obligations
of any kind arising from or related to my employment with the Company.


 


In
the event of any dispute or claim concerning the provision of the Severance
Benefits owed to me, including without limitation, the amount or nature of the
Severance Benefits, the method, manner or timing of the provision of the
Severance Benefits, or the rights and obligations of me or the Company in
connection with the Severance Benefits, it is agreed by me and the Company that
such dispute shall be submitted to binding arbitration in New York, New York
before the American Arbitration Association (“Association”) in accordance with
the Association’s rules applicable to such disputes and pursuant to
Paragraph 11(a) of the Employment Agreement.


 


By
signing this Mutual Release Agreement, I represent, warrant, and agree as
follows, which representations, warranties, and agreements shall survive the
execution of this Mutual Release Agreement:


 


(i)                                     I have carefully read my Employment Agreement
and this Mutual Release Agreement and understand all of their respective terms;


 


(ii)                                  I have had the opportunity to consult with an
attorney or other advisor of my choice about this matter, and have been advised
by the Company to do so if I choose; and


 


(iii)                               I have signed this Mutual Release Agreement
knowingly and voluntarily, and no promises or representations have been made to
me by any person to induce me to do so, other than the Employment Agreement and
this Mutual Release Agreement.


 


By
signing this Mutual Release Agreement, I further represent, warrant and agree
and the Company hereby represents, warrants and agrees as follows, which
representations, warranties, and agreements shall survive the execution of this
Mutual Release Agreement:


 


(i)                                     It is hereby acknowledged that there is a
possibility that subsequent to the execution of this Mutual Release Agreement
either I or the Company will discover facts or incur or suffer claims which
were unknown or unsuspected by me or the Company at the time this Mutual
Release Agreement was executed, and which if known by me or the Company at the
time may have materially affected my or the Company’s decision to execute this
Mutual Release Agreement.  Each of I and
the Company acknowledge and agree that, by reason of this Mutual Release
Agreement, each of I and the Company are respectively assuming the risk of such
unknown facts and such unknown or unsuspected claims.  Each of I and the Company have been advised
and is aware of the existence of Section 1542 of the California Civil Code
which provides:


 


A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


Notwithstanding
such provisions, this Mutual Release Agreement shall constitute a full release
in accordance with its terms. Each of I and the Company hereby knowingly and
voluntarily waive the provisions of Section 1542, as well as any other
statute, law or rule of similar effect, and acknowledge and agree that
this waiver is an essential and material term of this Mutual Release Agreement,
and without such waiver the Mutual Release Agreement would not have been
accepted or agreed by either I or the Company. 
Each of I and the Company hereby represents that I and it have
respectively been advised by my or its respective legal counsel, and that each
of I and the Company understands and acknowledges the 


 


3

















 


significance
and consequence of this Mutual Release Agreement and of this specific waiver of
Section 1542 and comparable laws of other jurisdictions; and


 


(ii)                                  The Employment Agreement is Exhibit A to
this Mutual Release Agreement, and is incorporated and made a part of this
Mutual Release Agreement. This Mutual Release Agreement, together with the
exhibits hereto, integrates the whole of all agreements and understandings
between the Company and me concerning the subject matter of this Mutual Release
Agreement and any other dealings between the Company and me. This Mutual
Release Agreement supersedes all prior negotiations, discussions, or agreements
relating to the subject matter of this Mutual Release Agreement, including
employment contracts other than Exhibit A, if any, between the Company and
its subsidiaries and affiliates, on the one hand, and me, on the other.  I AND THE COMPANY HEREBY
REPRESENT, WARRANT, AND AGREE TO AND WITH THE OTHER THAT THERE ARE NO
UNWRITTEN, ORAL, OR VERBAL UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS
BETWEEN THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, AND ME, AND THAT EACH OF MY
AND THE COMPANY’S RESPECTIVE RIGHTS SHALL BE GOVERNED EXCLUSIVELY BY THIS
MUTUAL RELEASE AGREEMENT;


 


(iii)                               This Mutual Release Agreement shall be
governed by and construed according to the laws of the State of New York,
except that any conflict of laws rule requiring reference to the laws of
another jurisdiction shall be disregarded;


 


(iv)                              Each of I and the Company has full express
authority to settle all claims related my employment with the Company and/or
its subsidiaries or affiliates, and that neither I nor the Company have given
or made any assignment of such claims. TO THE EXTENT THAT ANY
CLAIM RELATED TO THIS MUTUAL RELEASE AGREEMENT MAY BE BROUGHT BY PERSONS
OR ENTITIES CLAIMING BY, THROUGH, OR UNDER ME, OR MY SPOUSE, HEIRS, SUCCESSORS,
OR ASSIGNS, THEN I FURTHER AGREE TO INDEMNIFY AND HOLD HARMLESS THE COMPANY,
ITS AGENTS, AND ITS SUCCESSORS FROM ANY LAWSUIT, JUDGMENT, OR SETTLEMENT
ARISING FROM SUCH CLAIMS.  TO THE EXTENT
THAT ANY CLAIM RELATED TO THIS MUTUAL RELEASE AGREEMENT MAY BE BROUGHT BY
PERSONS OR ENTITIES CLAIMING BY, THROUGH, OR UNDER THE COMPANY OR ANY OF THE
COMPANY RELEASED PARTIES, THEN THE COMPANY FURTHER AGREES TO INDEMNIFY AND HOLD
HARMLESS ME, MY AGENTS, AND MY SUCCESSORS FROM ANY LAWSUIT, JUDGMENT, OR
SETTLEMENT ARISING FROM SUCH CLAIMS;


 


I understand that I may take
up to forty-five (45) days to review and consider this Mutual Release
Agreement.  


 


4

















 


I may revoke this Mutual Release Agreement after
signing it, by delivering a written revocation to the Company’s Director of
Human Resources no later than seven (7) days after the date I sign it as
shown below. This Mutual Release Agreement, however, shall not become
effective, and I shall not receive any Severance Benefits, until the seven-day
revocation period has expired.


 


TO BE SIGNED AFTER TERMINATION OF
EMPLOYMENT


 


 


	
   

  	
   

  
	
   

  	
  Employee’s Signature

  
	
   

  	
   

  
	
   

  	
  Bruce L. Hack

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACTIVISION BLIZZARD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name :

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  
					



 


5

















 


EXHIBIT B


 


Sample Severance Calculation with respect to the Post-Closing Merger
Integration Bonus program


 


Note:  The following is provided solely for
illustrative purposes and is not intended to reflect or limit in any respect
the actual terms and/or conditions of the actual Post-Closing Merger
Integration Bonus set forth in Paragraph 3(e).


 


Assuming
for purposes of this example that the $1,000,000 target Post-Closing Merger
Integration Bonus is payable based upon one performance period, if your
employment with the Company were terminated after the Closing Date either in an
Involuntary Termination or upon your resignation for Good Reason after the end
of the performance period established under Paragraph 3(e), but before the
Post-Closing Merger Integration Bonus is paid, and the ultimate forecast vs.
goals generates zero payout for the performance period, then you would not
receive any severance compensation under Paragraph 4(a) with respect the
Post-Closing Merger Integration Bonus. 
However, if your employment were terminated after the Closing Date
either in an Involuntary Termination or upon your resignation for Good Reason
prior to the end of the performance period established under Paragraph 3(e),
you would be entitled to receive severance compensation of $1,000,000 with
respect to the Post-Closing Merger Integration Bonus representing a “target”
payment for the unexpired performance period.


 

















 


EXHIBIT C – Notices


 

















 


Schedule 1 – Policies