Exhibit
10.11


 





 


	
  activision.com

  	
  3100 Ocean Park
  Boulevard

  
	
   

  	
  Santa Monica,
  California 90405

  
	
   

  	
   

  
	
   

  	
  Tel:  310.255.2000

  
	
   

  	
  Fax: 310.255.2100

  



 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”)
is entered into this 8th day of July 2008, between Activision
Publishing, Inc. (the “Employer”) and Ronald Doornink (“you”).


 


RECITAL


 


The Employer desires to
employ you, and you desire to be so employed by the Employer, on the terms and
subject to the conditions set forth in this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and the mutual promises set forth in this
Agreement, the Employer and you hereby agree as follows:


 


1.                                      Term
of Employment


 


(a)                                  The term of your employment under this
Agreement (the “Term”) shall commence on July 8,
2008 (the “Effective Date”) and shall
end on June 30, 2009 (or such earlier date on which your employment is
terminated under Section 9). 
Thereafter, this Agreement shall be automatically extended on its
anniversary date for consecutive one (1) year periods unless either party
gives the other party a notice of its election not to renew this Agreement no
later than thirty (30) days prior to its expiration.  Any extension of this Agreement shall
constitute the “Term” as defined in this
Agreement.


 


(b)                                 Except as set forth in Section 10(t),
upon the expiration of the Term (or such earlier date on which your employment
is terminated pursuant to Section 9) all obligations and rights under this
Agreement shall immediately lapse.  If
your employment continues beyond the expiration of the Term, you shall be an
at-will employee whose employment may be terminated by either of the parties to
this Agreement at any time for any reason.


 


2.                                      Compensation


 


(a)                                  Subject to the provisions of this Agreement,
in full consideration for all rights and services provided by you under this
Agreement, during the Term you shall receive the compensation set forth in this
Section 2. On each anniversary of the Effective Date during the Term (or
such other times during the Term as the Compensation Committee (the “Compensation Committee”) of the
Board of Directors of Activision, Inc. (“Activision”)
deems appropriate), your compensation may be reviewed and may be adjusted by an
amount determined by the Compensation Committee, in its sole and absolute
discretion


 


(b)                                 You shall receive an annual base salary of $250,000
(the “Base Salary”) paid in
accordance with the Employer’s payroll policies in effect from time to time.


 


(c)                                  You may be eligible to receive an annual
discretionary bonus (the “Annual Bonus”)
as determined in its discretion and approved in writing by the Compensation
Committee of the Board of Directors of Activision. The Annual Bonus will be
paid at the same time bonuses are generally paid to 


 


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other
employees, but in no event later than the 15th day of the third
month of the year following the fiscal year to which the Annual Bonus
relates.  Except as otherwise set forth
in this Agreement, you must remain continuously employed by the Employer or
Activision or any subsidiary, affiliate or successor thereto (the “Activision Group”) through the date
on which the Annual Bonus is paid to be eligible to receive any such Annual
Bonus.


 


(d)                                 Subject to the approval of the Compensation
Committee, Activision will grant to you a non-qualified stock option to
purchase 10,000 shares of Activision’s common stock (the “Options”)
and 5,000 restricted share units which represent the conditional right to
receive shares of Activision’s common stock (the “RSUs”,
and collectively with the Options, the “Equity Awards”).


 


(i)            The Options will vest ratably every three
months over the one-year period from the date of grant, subject to your
remaining employed by the Activision Group through each vesting date.


 


(ii)           The RSUs will vest ratably every three months
over the one-year period from the date of grant, subject to your remaining
employed by the Activision Group through each vesting date, and will settle
during the calendar year in which vesting occurs.


 


You acknowledge that the
Equity Award grants made pursuant to this Section 2(d) are expressly
conditioned upon approval by the Compensation Committee, and that the
Compensation Committee has discretion to approve or disapprove the grants
and/or to determine and make modifications to the terms of the grants.  The Equity Awards shall be subject to all
terms of the Activision 2007 Incentive Plan (the “Plan”)
and Activision’s standard forms of employee award agreements.  In the event of a conflict between this Agreement
and the terms of the Plan or award agreements, the Plan or the award
agreements, as applicable, shall govern.


 


3.                                      Title;
Location


 


During the Term, you shall
serve as Senior Advisor. Your principal place of business shall be the Employer’s
headquarters in Santa Monica, California.


 


4.                                      Duties


 


(a)                                  You shall report directly to the Board of
Directors of Activision.  In connection
with your duties, you will, without limitation, advise, consult and provide
direction on the following matters to the Board of Directors and executive
management of Employer: Mergers & Acquisitions, Financings,
Annual Operating Plans, OGSP materials, Three-Year Plans,
Strategic Plans, Compensation Policies, Processes and Plans,
Organizational Structure and Design, Succession Plans and such other
matters that the members of the Board of Directors of Activision or
executive management of Employer may from time to time request assistance on in
the discharge of their duties.


 


(b)                                 During the Term you shall devote such time as
may be reasonably required from time to time to discharge your duties
hereunder, shall faithfully serve the Activision Group, shall in all respects
conform to and comply with the lawful directions and instructions given to you
in good faith by the Board of Directors of Activision.  Notwithstanding the forgoing, during the
Employment Period you shall be permitted to engage in any activity which is not
inconsistent with Activision Group’s interests and prospects, including,
without limitation, (a) serving on civic or charitable boards or
committees; (b) serving as a director of any company that is not in a
Competitive Business; (c) delivering lectures, fulfilling speaking
engagements or teaching at educational institutions; (d) serving as an
officer or director of closely-held private companies that are not in a
Competitive Business (as defined below); and (e) attending conferences
conducted by business organizations; provided, however, that such
activity does 


 


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not
interfere with the performance of your duties and responsibilities
hereunder.   As used herein, the term “Competitive Business” shall mean any
business engaged in the interactive entertainment software business, including,
without limitation:  the development,
publishing, financing, promotion, distribution or sale of interactive
entertainment software products; engaging in the Internet and other forms of
on-line gaming business regardless of methods of on-line delivery; and engaging
in wireless or other forms of alternative delivery or distribution of
interactive entertainment software products.


 


5.                                      Expenses


 


To the extent you incur
necessary and reasonable travel or other business expenses in the course of
your employment, you shall be reimbursed for such expenses, upon presentation
of written documentation in accordance with the Employer’s policies in effect
from time to time.


 


6.                                      Other
Benefits


 


(a)                                  During the Term you shall be eligible to
participate in all health, welfare, retirement, pension, life insurance,
disability and similar plans, programs and arrangements generally available to
employees of the Employer, subject to the then-prevailing terms, conditions and
eligibility requirements of each such plan, program, or arrangement.


 


(b)                                 During the Term, you will be eligible to
participate in all perquisite programs generally available from time to time to
employees of the Employer, subject to the then-prevailing terms, conditions and
eligibility requirements of each such program.


 


(c)                                  You expressly agree and acknowledge that
after the expiration of the Term (or such earlier date on which your employment
is terminated pursuant to Section 9), you are entitled to no additional
benefits, except as specifically provided in this Agreement and the benefit
plans in which you participate during the Term, and subject in each case to the
then-prevailing terms and conditions of each such plan.


 


7.                                      Vacation
and Paid Holidays


 


You
will be entitled to paid vacation days and holidays in accordance with the
policies of the Employer in effect from time to time.


 


8.                                      Protection
of the  Employer’s Interests


 


(a)                                  Duty of Loyalty. 
During the Term, you will owe a “Duty of Loyalty”
to the Employer, which includes, but is not limited to, your not competing in
any manner, whether directly or indirectly, as a principal, employee, agent,
owner, or otherwise, with the Employer or any entity in the Activision Group.


 


(b)                                 Policy Compliance.  You confirm that you have read, understand and will comply with the
Employer’s policies, procedures, rules and regulations in effect from time
to time, including, without limitation, the Code of Business Conduct and
Ethics, as amended from time to time.


 


(c)                                  Property of the Employer.  All
rights worldwide with respect to any and all intellectual or other property of
any nature produced, created or suggested by you during the Term or resulting
from your services which (i) relate in any manner at the time of
conception or reduction to practice to the actual or demonstrably anticipated
business of the Activision Group, (ii) result from or are suggested by any
task assigned to you or any work performed by you on behalf of the Activision
Group, or (iii) are based on any property owned or idea conceived by the
Activision Group, shall be deemed to be a work made for hire and shall be the
sole and exclusive property of the Activision Group.  You agree to execute, acknowledge 


 


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and
deliver to the Employer, at the Employer’s request, such further documents,
including copyright and patent assignments, as the Employer finds appropriate
to evidence the Employer’s rights in such property.  Your agreement to assign to the Employer any
of your rights as set forth in this Section 8(c) shall not apply to
any invention that qualifies fully under the provisions of California Labor
Code Section 2870, where no equipment, supplies, facility or trade secret
information of the Employer were used and that was developed entirely upon your
own time, and that does not relate to the Employer’s business, and that does
not result from any work performed by you for the Employer.


 


(d)                                 Confidentiality.  No confidential or proprietary information of any entity in the
Activision Group shall be used by you or disclosed or made available by you to
any person except as required in the course of your employment, and upon the
termination of your employment (or at any time on the Employer’s request), you
shall return to the Employer all such information that exists, whether in
electronic, written, or other form (and all copies thereof) under your
control.  Without limiting the generality
of the foregoing, you acknowledge signing and delivering to the Employer the
Activision Employee Proprietary Information Agreement attached as Exhibit A
hereto (the “Proprietary Information Agreement”)
as of the Effective Date and you agree that all terms and conditions contained
in such agreement, and all of your obligations and commitments provided for in
such agreement, shall be deemed, and hereby are, incorporated into this
Agreement as if set forth in full herein.


 


(e)                                  Return of Property and
Resignation from Office.  You acknowledge that, upon termination of
your employment for any reason whatsoever (or at any time on the Employer’s
request), you will promptly deliver to the Employer or surrender to the
Employer’s representative all property of any entity in the Activision Group,
including, without limitation, all documents and other materials (and all
copies thereof) relating to the Activision Group’s business, all identification
and access cards, all contact lists and third party business cards however and
wherever preserved, and any equipment provided by any entity in the Activision
Group, including, without limitation, 
computers, telephones, personal digital assistants, memory cards and
similar devices which you possess or have in your custody or under your
control. You also agree to resign from any office held by you within the
Activision Group immediately upon termination of your employment for any reason
whatsoever (or at any time on the Employer’s request) and you irrevocably
appoint any person designated as Employer’s representative at that time as your
delegate to effect your resignation from office in such circumstances.


 


(f)                                    Covenant Not to Solicit.


 


(i)            During your employment, you shall not, either
alone or jointly, with or on behalf of others, whether as principal, partner,
agent, shareholder, director, employee, consultant or otherwise, directly or
indirectly: (a) offer employment to, or directly or indirectly solicit the
employment or engagement of, or otherwise entice away from the employment of
the Activision Group, either for your own account or for any other person, firm
or company, any person employed by the Activision Group, whether or not such
person would commit any breach of a contract by reason of his or her leaving
the service of the Activision Group; or (b) solicit, induce or entice any
client, customer, contractor, licensor, agent, partner or other business
relationship of the Activision Group to terminate, discontinue, renegotiate or
otherwise cease or modify its relationship with any entity in the Activision
Group.


 


(ii)           For a period of one (1) year following
the termination of your employment for any reason whatsoever, you shall not,
either alone or jointly, with or on behalf of others, whether as principal,
partner, agent, shareholder, director, employee, consultant or otherwise,
directly or indirectly solicit the employment or engagement of, either for your
own account or for any other person, firm or company, any person employed by
the Activision Group, whether or not such 


 


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person would commit any
breach of a contract by reason of his or her leaving the service of any entity
in the Activision Group.


 


(iii)          During your employment and at all times
following the termination of your employment for any reason whatsoever, you
shall not use the confidential, trade secret information of the Activision
Group or any other unlawful means to directly or indirectly solicit, induce or
entice any client, customer, contractor, licensor, agent, partner or other
business relationship of the Activision Group to terminate, discontinue,
renegotiate or otherwise cease or modify its relationship with any entity in the
Activision Group.


 


(iv)          You expressly acknowledge and agree that the
restrictions contained in this Section 8(g) are reasonably tailored
to protect the Activision Group’s confidential information and trade secrets,
and are reasonable in all circumstances in scope, duration and all other
respects. It is expressly agreed by the parties that if for any reason
whatsoever any one or more of such restrictions shall (either taken by itself
or themselves together) be adjudged to go beyond what is legally permissible
for the protection of the legitimate interests of the Activision Group, that
the prohibitions shall be in effect and upheld to the fullest extent
permissible under applicable laws.  The
provisions of this Section 8(g) shall survive the expiration or earlier
termination of this Agreement.


 


9.                                      Termination
of Employment


 


(a)                                  Resignation by Employee.  You promise not to resign your employment prior to the Expiration
Date.  If you do resign the Employer may
accept your resignation effective as of any date it determines.


 


(b)                                 By the Employer for Cause.  At
any time during the Term, the  Employer may
terminate your employment for “Cause”,
which shall include, but not be limited to, a good-faith determination by the
Employer that you:


 


(i)            engaged in willful, reckless or gross
misconduct;


 


(ii)           materially breached this Agreement or any
other agreement between the Employer or the Activision Group and you;


 


(iii)          committed, were convicted of, or pled no
contest to a felony or crime involving dishonesty or moral turpitude;


 


(iv)          breached your Duty of Loyalty;


 


(v)           violated any material Activision Group
policy; or


 


(vi)          materially failed to follow any lawful
directive of the Board of Directors of Activision.


 


If your employment
terminates for any reason other than a termination by the Employer for Cause,
at a time when the Employer had Cause to terminate you (or would have had Cause
if it then knew all relevant facts), your termination shall be treated as a
termination by the Employer for Cause.


 


(c)                                  By the Employer Without  Cause.  The Employer may terminate your employment
without Cause at any time during the Term and such termination shall not be
deemed a breach by the 


 


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Employer
of any term of this Agreement or any other duty or obligation, expressed or
implied, which the Employer may owe to you pursuant to any principle or
provision of law.


 


(d)                                 Death.  In
the event of your death during the Term, your employment shall terminate
immediately as of the date of your death.


 


(e)                                  Termination of Obligations.  In
the event of the termination of your employment under this Agreement pursuant
to this Section 9 all obligations of Employer to you under this Agreement
shall immediately terminate, except as provided below:


 


(i)            If your employment terminates for any reason
other than under Section 9(c), the Employer shall pay or provide you
within 60 days after the date of your termination of employment (a) any
Base Salary earned but unpaid as of the date of your termination, (b) any
earned but unpaid Annual Bonus for any fiscal year that ended prior to your
termination, (c) payment in lieu of any vacation accrued under Section 7
but unused as of the date of your termination, (d) any business expenses
incurred but not reimbursed under Section 5 as of the date of your
termination, and (e) any amounts or benefits under any Activision Group
compensation, incentive, or benefit plans vested but not paid as of the date of
your termination.


 


(ii)           If your employment terminates under Section 9(c),
the Employer shall pay you (a) the amounts described in clause (i) of
this Section 9(e) and (b) an amount equal to the Base Salary (at
the rate in effect on the date of your termination) that you would have
received had you remained employed until the last date of the Term in equal
installments commencing on the first payroll pay date following your
termination of employment in accordance with the Employer’s payroll practices
then in effect on the date of your termination; provided,
however, that you must sign a waiver and
release agreement in a form prepared by the Employer in its sole discretion in
order to receive the amounts set forth in this Section 9(e)(ii)(b).  If the waiver and release agreement executed
by you has not become effective and irrevocable at the time an installment
payment is otherwise due (for example, as a result of the applicable revocation
period not having expired), payment of such installment will be delayed until
such waiver and general release becomes effective and irrevocable in its
entirety.  The Employer will pay any
installments that were due prior to the effective date of the waiver and
general release in a lump sum on the date scheduled for payment of the next
installment.


 


10.                               General
Provisions


 


(a)                                  Entire Agreement.  This
Agreement and the Proprietary Information Agreement, supersedes all prior or
contemporaneous agreements and statements, whether written or oral, concerning
the terms of your employment with the Activision Group, and no amendment or
modification of these agreements shall be binding unless it is set forth in a
writing signed by both the Employer and you. 
To the extent that this Agreement conflicts with any of the Employer’s
policies, procedures, rules or regulations, this Agreement shall supersede
the other policies, procedures, rules or regulations. Without limiting the
generality of the foregoing, you acknowledge that this Agreement supersedes
your prior written agreement with the Activision Group dated July 22,
2002, as amended and such agreement is hereby terminated and of no further
force and effect.


 


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(b)                                 Use of Employee’s Name, Voice and
Likeness.  You hereby irrevocably grant Employer the
right, but not the obligation, to use your name, voice or likeness for any
publicity or advertising purpose.


 


(c)                                  Assignment.  The
Employer may assign this Agreement or all or any part of its rights and
obligations under this Agreement to any entity which succeeds to all or
substantially all of the Employer’s stock or assets (whether by merger,
acquisition, consolidation, reorganization or otherwise) and following such
assignment all references to the Employer shall be deemed to refer to such
assignee and the Employer shall thereafter have no obligation under this Agreement.


 


(d)                                 No Conflict with Prior
Agreements.  You represent to the Employer that neither
your commencement of employment under this Agreement nor the performance of
your duties under this Agreement conflicts or will conflict with any
contractual or legal commitment on your part to any third party, nor does it or
will it violate or interfere with any rights of any third party.


 


(e)                                  Successors.  This Agreement shall be binding on and inure to the benefit of the
Employer and its successors and assigns. 
This Agreement shall also be binding on and inure to the benefit of you
and your heirs, executors, administrators and legal representatives.


 


(f)                                    Waiver.  No
waiver by you or the Employer at any time of any breach by the other party of,
or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.  No waiver of any provision of this Agreement
shall be implied from any course of dealing between or among the parties hereto
or from any failure by any party hereto to assert its rights hereunder on any
occasion or series of occasions.


 


(g)                                 Prevailing Law. 
Nothing contained in this Agreement shall be construed so as to require
the commission of any act contrary to law and wherever there is any conflict
between any provision of this Agreement and any present or future statute, law,
ordinance or regulation, the latter shall prevail, but in such event the provision
of this Agreement affected shall be curtailed and limited only to the extent
necessary to bring it within legal requirements.


 


(h)                                 Expiration.  This
Agreement does not constitute a commitment of the Employer with regard to your
employment, express or implied, other than to the extent expressly provided for
herein.  Upon the expiration of the Term,
or, if earlier, the termination of this Agreement pursuant to Section 9,
it is the contemplation of both parties that your employment with the
Activision Group shall cease, and that neither the Employer nor you shall have
any obligation to the other with respect to your continued employment.


 


(i)                                     Taxation.  The Employer may withhold from any payments made under the Agreement
all federal, state, city or other applicable taxes or amounts as shall be
required or permitted pursuant to any law, governmental regulation or ruling or
agreement with you.


 


(j)                                     Choice of Law. 
Except to the extent governed by Federal law, this Agreement shall be
governed by and construed in accordance with the laws of the State of
California without regard to conflict of law principles.


 


(k)                                  Immigration.  In
accordance with the Immigration Reform and Control Act of 1986, employment
under this Agreement is conditioned upon satisfactory proof of your identity
and legal ability to work in the United States.


 


(l)                                     Arbitration.  All
disputes relating to your employment (or its termination), including disputes
relating to your employment and this Agreement, shall be resolved by final and
binding 


 


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arbitration
in accordance with this Section 10(l). 
The arbitration will be conducted by an impartial arbitrator experienced
in employment law selected from  the JAMS  panel of arbitrators
in accordance with JAMS then-current employment arbitration rules (except
as otherwise provided in this Section 10(l)).  You understand that the Employer and you are
waiving the right to institute a court action, except for requests for
injunctive relief pending arbitration, and understand that the Employer and you
are giving up any right to a jury trial. 
The arbitrator’s award and opinion shall be in writing and in the form
typically rendered in labor and employment arbitrations.


 


The Employer will pay any
filing fee and the fees and costs of the arbitrator, unless you initiate the
claim, in which case you only will be required to contribute an amount equal to
the filing fee for a claim initiated in a court of general jurisdiction in the
State of California.  The arbitrator
shall award attorneys’ fees and costs to the prevailing party, unless
prohibited by applicable law.  This
arbitration obligation shall not prohibit the Employer or you from filing a
claim with an administrative agency, nor does it apply to claims for workers’
compensation or unemployment benefits, or claims for benefits under an employee
welfare or pension plan that specifies a different dispute resolution
procedure.  The arbitration shall take
place in Santa Monica, California or whatever other city in which you were last employed by the
Employer, unless the Employer and you agree otherwise.


 


(m)                               Severability.  If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under existing or future laws effective during the Term, such provisions shall
be fully severable, the Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions of this Agreement shall remain in full force
and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of such illegal, invalid
or unenforceable provision, there shall be added automatically as part of this
Agreement a legal and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.


 


(n)                                 Services Unique.  You
recognize that the services being performed by you under this Agreement are of
a special, unique, unusual, extraordinary and intellectual character giving
them a peculiar value, the loss of which 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 and the provisions of Section 9).


 


(o)                                 Injunctive Relief.  In
the event of a breach of or threatened breach of the provisions of this
Agreement regarding the exclusivity of your services and the provisions of
Sections 8 and 9, you agree that any remedy of law would be inadequate. 
Accordingly, you agree that the Employer is entitled to obtain injunctive
relief for such breaches or threatened breaches.  The injunctive relief provided for in this Section 10(o) is
in addition to, and is not in limitation of, any and all other remedies at law
or in equity otherwise available to the applicable party.  The parties agree to waive the requirement of
posting a bond in connection with a court or arbitrator’s issuance of an
injunction.


 


(p)                                 Subsequent Employment. 
Notwithstanding anything to the contrary contained herein, you shall
receive the payments and benefits under Section 9(e)(ii) (other than
payments in accordance with Section 9(e)(i)) only for the time period that
you do not obtain subsequent employment and/or provide services of any kind for
compensation, whether as principal, owner, partner, agent, shareholder,
director, employee, consultant, advisor or otherwise, to any person, company,
venture or other person or business entity. 
If, at any time, you obtain subsequent employment or provide services as
set forth in the prior sentence, payments and benefits under Section 9(e) shall
cease immediately.


 


(q)                                 Remedies Cumulative.  The
remedies in this Agreement are not exclusive, and the parties shall have the
right to pursue any other legal or equitable remedies to enforce the terms of
this Agreement.


 


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(r)                                    Headings.  The
headings set forth herein are included solely for the purpose of identification
and shall not be used for the purpose of construing the meaning of the
provisions of this Agreement.


 


(s)                                  Section 409A.


 


(i)            If any amounts that become due under this
Agreement constitute “nonqualified deferred compensation” within the meaning of
Section 409A of the Code, payment of such amounts shall not commence until
you incur a “Separation from Service” (as defined below).


 


(ii)           Notwithstanding anything herein to the
contrary, if you are a “Specified Employee,” for purposes of Section 409A
of the Code, on the date on which you incur a Separation from Service, any
payment hereunder that provides for the “deferral of compensation” within the
meaning of Section 409A of the Code shall not be paid or commence to be
paid on any date prior to the first business day after the date that is six
months following your “Separation from Service” (the “409A
Suspension Period”); provided, however, that a
payment delayed pursuant to the preceding clause shall commence earlier in the
event of your death prior to the end of the six-month period.  Within 14 calendar days after the end of the
409A Suspension Period, you shall be paid a lump sum payment in cash equal
to any payments delayed because of the preceding sentence.  Thereafter, you shall receive any
remaining benefits as if there had not been an earlier delay.


 


(iii)          For purposes of this Agreement, “Separation from Service” shall have
the meaning set forth in Section 409A(a)(2)(i)(A) of the Code and determined
in accordance with the default rules under Section 409A of the
Code.  “Specified
Employee” shall have the meaning set forth in Section 409A(a)(2)(B)(1) of
the Code, as determined in accordance with the uniform methodology and
procedures adopted by the Employer and then in effect.


 


(iv)          Anything in this Agreement to the contrary
notwithstanding, no reimbursement payable to you pursuant to any provisions of
this Agreement or pursuant to any plan or arrangement of the Activision Group
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,
except to the extent that the right to reimbursement does not provide for a “deferral
of compensation” within the meaning of Section 409A of the Code.  No amount reimbursed during any calendar year
shall affect the amounts eligible for reimbursement in any other calendar year.


 


(v)           The provisions of this Agreement are intended
to satisfy the applicable requirements of Section 409A of the Code with
respect to amounts subject thereto and shall be performed, interpreted and
construed consistent with such intent. 
If any provision of this Agreement does not satisfy such requirements or
could otherwise cause you to recognize income under Section 409A of the
Code, you and the Employer agree to negotiate in good faith an appropriate
modification to maintain, to the maximum extent practicable, the original
intent of the applicable provision without violating the requirements of Section 409A
of the Code or otherwise causing the recognition of income thereunder.


 


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(t)                                    Survivability.  The
provisions of Sections 8, 10(l), 10(m), 10(o), 10(p) and this 10(t) shall
survive the termination or expiration of this Agreement.


 


(u)                                 Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original and both of which together shall constitute one and the same
instrument.


 


(v)                                 Legal Counsel.  You
acknowledge that you have been given the opportunity to consult with legal
counsel or any other advisor of your own choosing regarding this
Agreement.  You understand and agree that
any attorney retained by the Employer or any member of management who has
discussed any term or condition of this Agreement with him or with you is only
acting on behalf of the Employer and not on your behalf.


 


(w)                               Right to Negotiate.  You
hereby acknowledge that you have been given the opportunity to participate in
the negotiation of the terms of this Agreement. 
You acknowledge and confirm that you have read this Agreement and fully
understand its terms and contents.


 


11.                               Notices


 


All notices which either
party is required or may desire to give the other shall be in writing and given
either personally or by depositing the same in the United States mail addressed
to the party to be given notice as follows:


 


	
  To
  the Employer:

  	
  Activision
  Publishing, Inc.

  3100 Ocean Park Boulevard

  Santa Monica, California 90405

  Attention: Chief Legal Officer

  
	
   

  	
   

  
	
  To
  You:

  	
  872
  6th Street

  Manhattan Beach, CA 90266

  



 


Either
party may by written notice designate a different address for giving of
notices.  The date of mailing of any such
notices shall be deemed to be the date on which such notice is given.


 


	
  ACCEPTED
  AND AGREED TO:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employer

  	
   

  	
  Employee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACTIVISION
  PUBLISHING, INC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  George L. Rose

  	
   

  	
  /s/
  Ronald Doornink

  
	
   

  	
  George
  L. Rose

  	
   

  	
  RON
  DOORNINK

  	
   

  
	
   

  	
  Chief
  Legal Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  July 7,
  2008

  	
   

  	
  Date:

  	
  July 7,
  2008

  
								



 


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