Exhibit
10.10


 


AMENDMENT NO. 1 TO 

EMPLOYMENT AGREEMENT


 


AMENDMENT, dated as of July 7, 2008 (the “Effective Date”),
by and between ACTIVISION.  INC., a
Delaware corporation (the “Company”), and ROBERT A. KOTICK (the “Executive”).


 


WHEREAS, the Company and the Executive have
entered into an Employment Agreement, dated as of December 1, 2007 (the “Employment
Agreement”); and


 


WHEREAS, the Company has
determined that it is in the best interests of the Company and its
shareholders, and the Executive has determined that it is in his best
interests, to enter into an amendment to the Employment Agreement.


 


NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


1.             Section 6 of the Employment Agreement shall be
deleted in its entirety and the following inserted in place thereof:


 


  6.           Performance Shares


 


(a)           Grant.  On the Consummation Date, the Company shall
grant the Executive one million two hundred and fifty thousand (1,250,000)
shares of restricted Company Common Stock (the “Performance Shares”) pursuant to the 2007 Plan, and in
accordance with, the provisions of this Agreement.  The Executive shall have no entitlement to
the Performance Shares if the Combination Transactions are not consummated on
or prior to December 31, 2008.


 


(b)           Vesting.  Subject to the provisions of this Agreement,
the Performance Shares shall vest in five (5) twenty percent (20%)
increments on each of the first, second, third and fourth anniversaries of the
Consummation Date, and on the Expiration Date (each such anniversary and the
Expiration Date, a “Performance
Vesting Date”), in each case subject to the Company achieving or
exceeding the Compound Annual Total Shareholder Return targets (the “Performance Targets”) at the
end of the applicable performance period shown in the following schedule (each,
a “Performance Period”):


 


	
  Performance Period

  	
   

  	
  Performance
  Target

  	
   

  	
   

  	
   

  
	
  For the Performance Period

  Beginning on the

  Consummation Date and

  Ending on the:

  	
   

  	
  Compound
  Annual 

  Total Shareholder 

  Return to be attained 

  at the End of 

  Performance Period*

  	
   

  	
  Number
  of 

  Performance Shares 

  to Vest Upon 

  Attainment of 

  Performance Target

  	
   

  
	
  1st anniversary of the Consummation Date

  	
   

  	
  0

  	
  %

  	
  250,000

  	
   

  
	
  2nd anniversary of the Consummation Date

  	
   

  	
  5

  	
  %

  	
  250,000

  	
   

  
	
  3rd anniversary of the Consummation Date

  	
   

  	
  7.5

  	
  %

  	
  250,000

  	
   

  
	
  4th anniversary of the Consummation Date

  	
   

  	
  15

  	
  %

  	
  250,000

  	
   

  
	
  Expiration Date

  	
   

  	
  18

  	
  %

  	
  250,000

  	
   

  



 






*Subject
to termination of employment provisions below.


 


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; provided,
however, that if the Company fails to achieve a Performance Target as of
the last day of an applicable Performance Period (each such Performance Period,
a “Missed Performance Period”), but
achieves the Performance Target required to be attained for a subsequent
Performance Period, then, on the applicable subsequent Performance Vesting
Date, the Executive shall vest in all Performance Shares for the applicable
Performance Period and all prior Missed Performance Periods to the extent not
already vested.


 


Subject
to Sections 6(c) and 10(b), vesting of the Performance Shares is also
subject to the Executive remaining continuously employed by the Company Group
through the end of the applicable Performance Period.  The Company’s compound annual total
shareholder return shall be as reported by Bloomberg L.P. (or such other
comparable reporting service that the Compensation Committee may designate from
time to time).  On the date that one or
more of the Performance Share no longer have the possibility of vesting
pursuant to the terms of this Agreement, such Performance Shares, shall
immediately be forfeited to the Company without payment of consideration by the
Company.


 


(c)           Termination of Employment.  To the extent not previously vested under Section 6(b) as
of the Date of Termination, upon a termination of employment with the Company
Group pursuant to Section 7(a), 7(b), 7(c) or 7(f) (other than a
termination following a Change of Control (as defined in Section 10)), the
Executive shall vest in a number of the Performance Shares determined as
follows:


 


(i)                                     If the Date of Termination occurs during the
Performance Period ending on the first anniversary of the Consummation Date
(the “First Performance
Period”), (A) the Executive shall vest in one hundred
(100%) percent of the Performance Shares applicable to the First Performance
Period and (B) all Performance Periods following the First Performance
Period shall be treated as Remaining Performance Periods (as defined below)
pursuant to Section 6(c)(iv)).


 


(ii)                                  If the Date of Termination occurs during the Performance Period ending
on the second anniversary of the Consummation Date (the “Second Performance Period”):


 


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(A)                              If the  Compound Annual Total Shareholder Return
through the day immediately preceding the Date of Termination (as defined in Section 8)
equals or exceeds the Performance Target that is required to be achieved for
the Second Performance Period, then all of the Performance Shares that would
have vested had the Executive remained employed through the last day of the
Second Performance Period shall vest on the Date of Termination;


 


(B)                                If the  Compound Annual Total Shareholder Return
through the day immediately preceding the Date of Termination is less than the Performance
Target that is required to be achieved for the Second Performance Period, but
the Compound Annual Total Shareholder Return through the end of the Second
Performance Period (determined at the end of the Second Performance Period)
equals or exceeds the Performance Target for the Second Performance Period, then all of the
Performance Shares that would have vested had the Executive remained employed
through the last day of the Second Performance Period shall vest on the last
day of the Second Performance Period; and


 


(C)                                If the  Compound Annual Total Shareholder Return
through the day immediately preceding the Date of Termination equals or
exceeds the Performance Target that is required to be achieved for the
Performance Period ending on the third anniversary of the Consummation Date
(the “Third Performance
Period”), the Performance Shares that would have vested had the
Executive remained employed through the end of the Third Performance Period
shall vest on the Date of Termination.


 


(iii)                               If the
Termination Date occurs during any of the Performance Periods ending on the
third or fourth anniversary of the Consummation Date or the Expiration Date
(each, a “Termination Performance
Period”):


 


(A)                              If the Compound
Annual Total Shareholder Return through the day immediately preceding the Date of
Termination equals or exceeds the Performance Target that is
required to be achieved for the Termination Performance Period in which the
Date of Termination occurred, then all of the Performance Shares that would
have vested had the Executive remained employed through the last day of such
Termination Performance Period shall vest on the Date of Termination;


 


(B)                                If the  Compound Annual
Total Shareholder Return through the day immediately preceding the Date of
Termination is less than the Performance Target that is required to be achieved
for the Termination Performance Period in which the Date of
Termination occurred, but the Compound Annual Total Shareholder
Return 


 


3

















 


through the end of such Termination Performance Period (determined at
the end of such Termination Performance Period) equals or exceeds the
Performance Target for such Termination Performance Period, then all of the
Performance Shares that would have vested had the Executive remained employed
through the last day of such Termination Performance Period shall vest on the
last day of such Termination Performance Period;


 


(C)                                If the  Compound Annual
Total Shareholder Return through the day immediately preceding the Date of
Termination equals or exceeds the Performance Target that is
required to be achieved for the Performance Period immediately following the
Termination Performance Period in which the Date of Termination occurred, if
any (the “Subsequent Performance
Period”), the Performance Shares that would have vested
had the Executive remained employed through the end of the Subsequent
Performance Period shall vest on the Date of Termination; and


 


(D)                               If the  Compound Annual
Total Shareholder Return through the day immediately preceding the Date of
Termination is less than the Performance Target that is required to be achieved
for the Subsequent Performance Period, but the Compound Annual Total
Shareholder Return through the end of the Termination Performance Period
(determined at the end of the Termination Performance Period) equals or exceeds
the Performance Target for the Subsequent Performance Period, then all of the
Performance Shares that would have vested had the Executive remained employed
through the last day of the Subsequent Performance Period shall vest on the
last day of the Termination Performance Period.


 


(iv)                              To the extent
vesting did not occur pursuant to Sections 6(c)(i), 6(c)(ii), or 6(c)(iii), if
the Company attains or exceeds the Performance Targets (determined at the end
of the applicable Performance Period) for any Performance Periods following the
Performance Period in which the Date of Termination occurs, if any (each, a “Remaining Performance Period”),
then a Prorated Portion (as defined below) of the Performance Shares that would
have vested had the Executive remained employed through the last day of such
Remaining Performance Period(s) shall vest on such date.  The “Prorated
Portion” shall be determined using a fraction, the numerator of
which is the number of days beginning on the Consummation Date and ending on
the Date of Termination and the denominator of which is the number of days
beginning on the Consummation Date and ending on the Expiration Date.


 


2.             Sections 9(a)(vii), 9(b)(viii), 9(d)(viii)  6 of
the Employment Agreement shall be deleted in its entirety and the following
inserted in place thereof:


 


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“The Performance Shares shall be treated in
accordance with Section 6(c) hereof.”


 


3.   Section 9(c)(ii) of the Employment
Agreement shall be deleted in its entirety.


 


4.  Section 10(b) (v) of the
Employment Agreement shall be deleted in its entirety.


 


5.             This Amendment shall be effective as of the Effective
Date.


 


6.             All capitalized terms used herein that are not otherwise
defined in this Amendment shall have the meanings assigned to them in the
Agreement, as amended hereby.


 


7.             Except as set forth in this Amendment, the Agreement
shall remain in full force and effect in accordance with its terms.


 


8.             This Amendment may be executed by either of the parties
hereto in counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute the same instrument.


 


IN WITNESS WHEREOF, the Company has caused this
Amendment to be signed by its officer pursuant to the authority of its Board,
and the Executive has executed this Amendment, as of the day and year first
written above.


 


 


	
   

  	
  ACTIVISION,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George L.
  Rose

  
	
   

  	
   

  	
  Name:  George
  L. Rose

  
	
   

  	
   

  	
  Title:  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/
  Robert A. Kotick

  
	
   

  	
  ROBERT A. KOTICK

  



 


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