Exhibit 10.20


 


ASSIGNMENT AND ASSUMPTION
AGREEMENT


 


This ASSIGNMENT AND ASSUMPTION AGREEMENT,
dated as of July 9, 2008, is made between VIVENDI GAMES, INC., a Delaware
corporation (the “Assignor”) and ACTIVISION, INC., a Delaware
corporation (also known as ACTIVISION BLIZZARD, INC., the “Assignee”).


 


RECITALS


 


The Assignor and the Assignee have entered
into that certain Business Combination Agreement, dated as of December 1,
2007 (the “BCA”), pursuant to which, among other things, the Assignor
has agreed to assign to Assignee and the Assignee has agreed to assume from the
Assignor the Assignor’s rights, duties and obligations under the employment
agreements listed in Exhibit A attached hereto after the closing of
the transactions contemplated by the BCA (the “Employment Agreements”).


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.             The Assignee hereby agrees to pay, discharge, perform or
otherwise satisfy, and assumes and agrees to be bound by, all obligations of
the Assignor under the Employment Agreements.


 


2.             The Assignor hereby contributes,
conveys, transfers and assigns to the Assignee all of the Assignor’s rights,
duties and obligations under the Employment Agreements.


 


3.             Nothing in this Agreement shall
alter any liability or obligation of the Assignor or the Assignee arising under
the BCA.


 


4.             This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


5.             This Agreement shall be governed
by, and construed in accordance with, the internal laws of the State of New
York, without regard to the laws of any other jurisdiction that might be
applied because of the conflicts of laws principles of the State of New York.


 


6.             This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one and the same instrument.


 


[The remainder of this page has been intentionally left blank.]


 

















 


IN WITNESS WHEREOF, the parties have executed
this Assignment and Assumption Agreement as of the date first written above.


 


	
   

  	
  VIVENDI GAMES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce L. Hack

  
	
   

  	
   

  	
  Name:

  	
  Bruce L. Hack

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  ACTIVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert A. Kotick

  
	
   

  	
   

  	
  Name:

  	
  Robert A. Kotick

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  



 


[Signature Page to Assignment and Assumption Agreement]


 

















 


EXHIBIT A


 


EMPLOYMENT AGREEMENTS


 


	
  1.

  	
   

  	
  Letter agreement, dated December 1, 2007, by and between Vivendi
  Games, Inc. and Michael Morhaime providing for Mr. Morhaime’s
  employment as President and Chief Executive Officer of Blizzard
  Entertainment, Inc.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Letter agreement, dated December 1, 2007, by and between Vivendi
  Games, Inc. and Paul Sams providing for Mr. Sams’ employment as
  Chief Operating Officer of Blizzard Entertainment, Inc.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Letter agreement, dated December 1, 2007, by and between Vivendi
  Games, Inc. and Frank Pearce providing for Mr. Pearce’s employment
  as Executive Vice President, Product Development of Blizzard
  Entertainment, Inc.

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Letter agreement, dated December 1, 2007, by and between Vivendi
  Games, Inc. and Robert Pardo providing for Mr. Pardo’s employment
  as Senior Vice President, Game Design of Blizzard Entertainment, Inc.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Letter agreement, dated December 1, 2007, by and between Vivendi
  Games, Inc. and Christopher Metzen providing for Mr. Metzen’s
  employment as Vice President, Creative Development of Blizzard
  Entertainment, Inc.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Letter agreement, dated December 1, 2007, by and between Vivendi
  Games, Inc. and Neal Hubbard providing for Mr. Hubbard’s employment
  as Vice President, Global Marketing of Blizzard Entertainment, Inc.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Letter agreement, dated June 25, 2008, by and between Vivendi
  Games, Inc. and Robert Bridenbecker providing for
  Mr. Bridenbecker’s employment as Vice President, Online Technologies of
  Blizzard Entertainment, Inc.

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Letter agreement, dated June 25, 2008, by and between Vivendi
  Games, Inc. and Michael Ryder providing for Mr. Ryder’s employment
  as Vice President and Executive Managing
  Director, International Operations of Blizzard Entertainment, Inc.