Exhibit
10.31


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”)
is entered into as of this 16th day of July, 2008, between
Activision, Inc. (also known as Activision Blizzard, Inc., the “Employer”) and
Jean-François Grollemund (“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)                                  Reference is
made to the Business Combination Agreement, dated as of December 1, 2007
(the “BCA”), by and between Vivendi
S.A. (“Vivendi”), VGAC LLC, Vivendi Games, Inc.,
Activision, Inc. and Sego Merger Corporation.  The term (the “Term”)
of your employment under this Agreement shall commence upon the Closing (as
defined in the BCA) (the “Effective Date”)
and will expire on the date that is two years following the Effective Date (or
such earlier date on which your employment is terminated pursuant to Sections 9
or 10).


 


(b)                                 The Employer
expressly acknowledges and agrees that you and Vivendi are party to an
employment agreement dated January 12, 2004, as modified by the letters
dated February 27, 2007 and July 15, 2008 (the “Vivendi
Employment Agreement”) pursuant to which you provide services to
Vivendi and its affiliates and subsidiaries. 
Moreover, this Agreement shall not affect the provisions of the Vivendi Employment
Agreement or any rights you may have thereunder.  You expressly acknowledge that in no event
shall the Employer or its subsidiaries or controlled affiliates (collectively,
the “Activision Group”)
have any obligations under the Vivendi Employment Agreement or for any payments
or benefits owed to you pursuant to the Vivendi Employment Agreement or any
compensation or benefit plan, program or arrangement maintained by Vivendi and
its subsidiaries and affiliates; provided, however, that nothing
herein shall modify or affect Sections 2.1 or 2.3 of the Investor Agreement,
dated as of July 9, 2008, by and among Vivendi S.A., VGAC LLC, Vivendi
Games, Inc. and Activision Blizzard, Inc. or any other written
agreement between Activision Blizzard, Inc. and Vivendi.


 


(c)                                  Except as set
forth in Section 12(u) and Section 11, upon the expiration of
the Term (or such earlier date on which your employment is terminated pursuant
to Sections 9 or 10) 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.


 


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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.


 


(b)                                 Commencing on
the Effective Date, you shall receive an annual base salary (“Base Salary”) of
$348,300 paid in accordance with the Employer’s payroll policies in effect from
time to time.  On each anniversary of the
Effective Date during the Term (or such other time at which salaries of other
executives are reviewed), your Base Salary shall be reviewed and may be
increased, but not decreased, by an amount determined by the Board of Directors
(the “Board”)
of the Employer or the Compensation Committee of the Board (the “Compensation Committee”),
in its sole and absolute discretion.


 


(c)                                  During the Term
you will be eligible to receive an annual discretionary bonus (the “Annual Bonus”).  Your target Annual Bonus during the Term will
be fifty percent (50%) of your Base Salary in effect at the time bonus criteria
for the year are established, with a minimum bonus payable of 0% of your Base
Salary and a maximum bonus payable of 100% of your Base Salary, provided that
the actual amount of the Annual Bonus, if any, is within the sole and absolute
discretion of the Compensation Committee and will be based upon your
achievement of personal, financial and business objectives and goals for the
fiscal year with respect to which the Annual Bonus is calculated, such
determination shall be made by the Compensation Committee in its sole
discretion.  In the event your employment
is terminated by the Employer without Cause after the expiration of the Term,
but during the fiscal year in which the Term expires, you shall be entitled to
a pro-rated Annual Bonus for such fiscal year, in an amount equal to the bonus
you would have received in accordance with this Section 2(c) for such
fiscal year, based on actual performance, had you remained employed through the
date such bonus would have been paid, multiplied by a fraction, the numerator
of which is the number corresponding to the month in which the date of
termination occurs and the denominator of which is 12.  The Annual Bonus (including any pro-rated Annual
Bonus pursuant to the immediately preceding sentence) will be paid at the same
time bonuses are paid to senior executives, 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 Activision Group through the date on which the Annual Bonus is paid to be
eligible to receive such Annual Bonus.


 


(d)                                 Subject to the
approval of the Compensation Committee, pursuant to the Employer’s 2007
Incentive Plan (the “Plan”),
you will be granted 6,000 restricted share units which represent the
conditional right to receive shares of the Employer’s common stock (the “RSUs”).  Such RSUs will vest ratably in equal monthly
installments over the 24 month period following the Effective Date, subject to
your remaining employed by the Activision Group through each vesting date.  You acknowledge that the RSU grant made
pursuant to this Section 2(d) is expressly conditioned upon approval
by the Compensation Committee, and that the Compensation Committee has
discretion to approve or disapprove the grant and/or to determine and make
modifications to the terms of the grant. 
The RSUs shall be subject to all terms of the 


 


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Plan
and its standard forms of 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.


 


(e)                                  During the
Term, you will be eligible for additional equity award grants (the “Equity Awards”) in an amount
commensurate with your position with the Employer as the Employer, in its sole
discretion, may award to you from time to time. 
Such Equity Awards shall be expressly conditioned upon approval by the
Compensation Committee, and 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 applicable incentive plan and the Employer’s
standard forms of award agreements.


 


(f)                                    You acknowledge
that, pursuant to that certain letter agreement between you and Vivendi Games, Inc.
dated August 3, 2007, you have been paid a lump sum transaction bonus in
an amount in cash equal to $169,000.  In
addition, the Employer acknowledges that you remain eligible to receive a lump
sum special performance bonus in an amount in cash equal to $168,000 in
accordance with the terms of that certain letter agreement between you and
Vivendi Games, Inc. dated August 3, 2007, attached hereto as Exhibit B,
so long as you remain continuously employed by the Employer through the first
anniversary of the Effective Date.  The
bonus payments described in this Section 2(f) shall be in addition
to, and not in lieu of, any Annual Bonus earned under Section 2(c) and
shall be deemed in complete satisfaction of the obligations of the Employer and
Vivendi Games, Inc. set forth in the letter agreements referenced in this Section 2(f).


 


(g)                                 During the Term
the Employer shall pay you an aggregate housing allowance equal to $75,000,
payable in equal installments in accordance with the Employer’s payroll
practices.  In addition, at the same
time, the Employer will pay you an amount equal to the amount of incremental
taxes it reasonably estimates you will pay by reason of the inclusion in your
income of the payments set forth in the immediately preceding sentence.


 


(h)                                 During the
Term, the Employer shall reimburse you for the cost of three business class
round trip airline tickets per year to France for you and your wife in
accordance with the Employer’s travel policy in effect from time to time.


 


(i)                                     The Employer
agrees that it shall indemnify and hold you harmless to the fullest extent permitted
by Delaware law from and against any and all liabilities, costs and claims, and
all expenses actually and reasonably incurred in connection therewith,
including, without limitation, all costs and expenses actually and reasonably
incurred by you in defense of litigation arising out of your employment
hereunder.  To the extent that the
Employer maintains directors’ and officers’ insurance, you shall be covered by
such insurance on the same terms and conditions as other similarly situated
executives of the Employer and its subsidiaries.


 


3.                                      Title; Location


 


During the Term, you shall serve as Chief Merger Officer of the
Employer. Your principal place of business shall be the Employer’s headquarters
in Santa Monica, California; 


 


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provided, however,
that you acknowledge and agree that you may be required to travel from time to
time for business reasons.


 


4.                                      Duties


 


Upon commencement of the Term you shall report directly to the Employer’s
Chief Corporate Officer and the Employer’s Merger Steering Committee and shall
have such duties commensurate with your position as may be assigned to you by
the Chief Corporate Officer from time to time, including leading the
integration of the Activision and Blizzard businesses under the direction of
the Chief Corporate Officer.  You are
also required to read, review and observe all of the Employer’s existing
policies, procedures, rules and regulations in effect from time to time
during the Term. You shall devote your full-time working time to 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 and shall use your best efforts to promote and serve
the interests of the Activision Group. Further, you shall not, directly or
indirectly, render services to any other person or organization without the
consent of Chief Executive Officer or otherwise engage in activities that would
interfere significantly with your faithful performance of your duties
hereunder; provided, however, that you may serve on civic or
charitable boards or engage in charitable activities without remuneration if
doing so is not inconsistent with or adverse to your employment hereunder.


 


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 entitled to participate in all plans, programs and arrangements
generally available to senior executives of the Employer and its subsidiaries,
as amended from time to time.


 


(b)                                 During the
Term, you will be entitled to participate in all perquisite programs generally
available from time to time to senior executives of the Employer and its
subsidiaries on the terms and conditions then prevailing under such programs.


 


(c)                                  You expressly
agree and acknowledge that after expiration of the Term (or such earlier date
on which your employment is terminated pursuant to Sections 9 or 10), 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 terms and conditions of each such plan.


 


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7.                                      Vacation and Paid Holidays


 


You will be entitled to paid vacation days and paid holidays in
accordance with the normal U.S. vacation and holiday 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
affiliate of the Employer; provided, however, that nothing in
this Section 8(a) will limit your right to own up to five percent
(5%) of any of the debt or equity securities of any business organization that
is then required to file reports with the Securities and Exchange Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended.


 


(b)                                 Policy Compliance.  You confirm
that you have read, understand and will comply with the Employer’s policies,
procedures and rules in effect from time to time, including without
limitation, the Code of Business Conduct and Ethics and the Code of Ethics for
Senior Executive Officers, 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 of your employment
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 Employer, (ii) result from or are suggested by
any task assigned to you or any work performed by you on behalf of the
Employer, or (iii) are based on any property owned or idea conceived by
the Employer, shall be deemed to be a work made for hire and shall be the sole
and exclusive property of the Employer. You agree to execute, acknowledge 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)                                 Covenant Not to Shop.  During the
Term, you shall not seek or negotiate for employment with any entity or person
outside of the Activision Group. Notwithstanding the foregoing, during the
final six (6) months of the Term you may seek or negotiate employment
outside of the Activision Group upon written notice to the Employer. During the
search process you shall remain strictly subject to your continuing obligations
under this Agreement, including, without limitation, your duty of loyalty,
compliance with the Employer’s policies and your confidentiality obligations.


 


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(e)                                  Confidentiality.  No confidential
or proprietary information of 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. You also 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 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 the Activision Group, including
computers, telephones, personal digital assistants, memory cards and similar
devices which you possess or have in your custody or under your control. The
provisions of this Section 8(e) shall survive the expiration of the
Term or such earlier date on which your employment is terminated pursuant to
Sections 9 or 10.


 


(f)                                    Covenant Not to Solicit.


 


(i)                                    During your
employment, you shall not, either alone or jointly, with or on behalf of
others, directly or indirectly, whether as principal, partner, agent,
shareholder, director, employee, consultant or otherwise: (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) 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 the Employer or its affiliates.


 


(ii)                                 For a period of
two (2) years following the expiration of the Term (or such earlier date
on which your employment is terminated pursuant to Sections 9 or 10) for any
reason whatsoever, you shall not, either alone or jointly, with or on behalf of
others, directly or indirectly, whether as principal, partner, agent,
shareholder, director, employee, consultant or otherwise, 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 person would commit any breach 


 


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of a contract by reason of
his or her leaving the service of the Employer or its affiliates.


 


(iii)          At all times following the
expiration of the Term (or such earlier date on which your employment is
terminated pursuant to Sections 9 or 10) 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 the Employer or its affiliates.


 


(iv)                             You expressly
acknowledge and agree that the restrictions contained in this Section 8(f) 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.


 


9.                                      Termination due to your Disability


 


(a)                                  The Employer
may, upon not less than thirty (30) days written notice to you (“Disability Notice”), terminate your
employment due to your Disability.


 


(b)                                 For purposes of
this Agreement, “Disability”
shall mean that you are unable to perform, by reason of physical or mental
incapacity, the essential functions of your position hereunder for a period of
one hundred eighty (180) consecutive days. 
The existence of a Disability under Section 9(a) shall be
determined by a physician mutually agreed upon by you and the Employer.  If you and the Employer are unable to agree
on such a physician, you and the Employer shall each appoint one physician and
those two physicians shall appoint a third physician who shall make the
determination of whether you have a Disability. 
You shall cooperate and make yourself available for any medical
examination requested by the Employer with respect to any determination of your
Disability within ten (10) days of such a request.


 


(c)                                  Nothing in this
Section 9 shall reduce any right you may otherwise have to receive any
disability benefits under any Employer-sponsored disability plan.


 


10.                               Termination
of Employment


 


(a)                                  Resignation by Employee.  You may resign
your employment at any time for any reason (including Good Reason) prior to the
expiration of the Term. If you do resign, the 


 


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Employer
may accept your resignation effective on the date set forth in your notice or
any earlier date occurring on or after the date such notice is delivered.


 


                                                (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 Employer.


 


In the case of any termination for Cause pursuant to clauses (ii), (v) or
(vi), the Employer shall give you at least thirty (30) days written notice of
its intent to terminate your employment. 
The notice shall specify (x) the effective date of your termination
and (y) the particular acts or circumstances that constitute Cause for
such termination.  You shall be given the
opportunity within fifteen (15) days after receiving the notice to explain why
Cause does not exist or to cure any basis for Cause.  Within fifteen (15) days after any such
explanation or cure, the Employer will make its final determination regarding
whether Cause exists and deliver such determination to you in writing.  If the final decision is that Cause exists
and no cure has occurred, your employment with the Employer shall be terminated
for Cause as of the date of termination specified in the original notice.  If the final decision is that Cause does not
exist or a cure has occurred, your employment with the Employer shall not be
terminated for Cause at that time.  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 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)                                 By You for Good Reason. At any time during the Term,
you may terminate your employment for “Good Reason”, which, for the purposes of this
Agreement, shall mean that without your written agreement or other voluntary
action on your part, the Employer (i) reassigns your primary place of
employment to a location that is more than fifty (50) miles from 


 


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your
primary place of employment as of the Effective Date and that materially and
adversely affects your commute; or (ii) materially breaches any material
term of this Agreement; provided, however, that you must (x) provide
the Employer with written notice of your intent to terminate this Agreement and
your employment and a description of the event you believe constitutes Good
Reason within thirty (30) days after the initial existence of the event and (y) the
Employer shall have ninety (90) days after you provide the notice described
above to cure the default that constitutes Good Reason (the “Cure Period”). You
will have five (5) days following the end of the Cure Period to terminate
your employment, after which Good Reason will no longer exist.


 


(e)                                  Death.  In the event of
your death during the Term, your employment shall terminate immediately as of
the date of your death.  Nothing in this Section 10(e) shall
reduce any right you may otherwise have to receive any death benefits under any
Employer-sponsored employee benefit plan.


 


11.                               Termination
of Obligations and Severance Payments


 


(a)                                  General. Upon the termination of your employment pursuant to Section 10,
your rights and the Employer’s obligations to you under this Agreement shall
immediately terminate except as provided in this Section 11 and Section 12(u),
and you (or your heirs or estate, as applicable) shall be entitled to receive
the amounts or benefits set forth below. 
The payments and benefits provided pursuant to this Section 11 are (x) in
lieu of any severance or income continuation protection under any plan of the
Activision Group that may now or hereafter exist and (y) deemed to satisfy
and be in full and final settlement of all obligations of the Activision Group
to you under this Agreement. You shall have no further right to receive any
other compensation or benefits following your termination of employment for any
reason except as set forth in this Section 11.


 


For the purposes of this Agreement, the following terms shall have the
following meanings:


 


“Basic Severance”
shall mean payment of (1) any earned but unpaid Base Salary through the
date of your termination; (2) any earned but unpaid Annual Bonus for any
fiscal year that ended prior to your termination; and (3) reimbursement of
approved expenses due to you pursuant to Section 5.


 


“Bonus Severance”
shall mean payment of a pro-rated annual bonus for the fiscal year in which
your termination of employment occurs, in an amount equal to the bonus you
would have received in accordance with Section 2(c) for such year if
you had remained employed through the date such bonus would have been paid,
multiplied by a fraction, the numerator of which is the number corresponding to
the month in which the Termination Date occurs and the denominator of which is
12. For purposes of calculating the Bonus Severance, any personal, performance
goals will be deemed attained at the greater of (i) target performance and
(ii) actual performance.


 


“Termination Date”
shall mean the effective date of your termination of employment pursuant to
Sections 9 and 10(a)-(e).


 


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(b)                                 Death or Disability.  In the event
your employment is terminated under Sections 10(e) or 9:


 


(i)                                    You or your
heirs or estate, as applicable, shall receive payment of the Basic Severance in
a lump sum within thirty (30) days following the Termination Date.


 


(ii)                                 You or your
heirs or estate, as applicable, shall receive payment of the Bonus Severance in
a lump sum on the 15th day of the third month of the year following
the year in which the Termination Date occurs.


 


(iii)          All outstanding and unvested
RSUs, along with any other outstanding and unvested Equity Awards, shall
immediately vest, and, if applicable, become exercisable in full, as of the
Termination Date.  The vested RSUs shall
be paid in accordance with their terms.


 


(v)                                Payments and
benefits under this Section 11(b) shall be in addition to any
payments you or your beneficiaries or estate may be entitled to receive
pursuant to any pension or employee benefit plan or life insurance policy
maintained by the Employer.


 


(c)                                  Termination by the Employer Without Cause or by you for Good Reason. In the event
the Employer terminates your employment under Section 10(c) or you
terminate your employment under Section 10(d):


 


(i)                                    You shall
receive payment of the Basic Severance in a lump sum within thirty (30) days
following the Termination Date.


 


(ii)                                 During the
period commencing on the Termination Date and ending on the six (6) month
anniversary of the Termination Date (the “Initial Severance Period”), you shall receive
payment of an amount (the “Initial
Severance”) equal to the lesser of (x) the Base Salary (at
the rate in effect on the Termination Date) that you would have received had
you remained employed through the last date of the Term, (y) the Base
Salary (at the rate in effect on the Termination Date) that you would have
received had you remained employed through the Initial Severance Period and (z) the
maximum amount payable pursuant to a “separation pay plan” as set forth in Section 409A
(“Section 409A”)
of the Internal Revenue Code of 1986, as amended and the rules and
regulations promulgated thereunder (the “Code”). 
Payment of the Initial Severance shall be made 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 Release (as defined in Section 11(c)(vi) below)
in order to receive the amounts set forth in this Section 10(c)(ii).  If the 


 


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Release 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 the Release becomes
effective and irrevocable in its entirety. 
The Employer will pay any installments that were due prior to the
effective date of the Release in a lump sum on the date scheduled for payment
of the next installment.  The Initial
Severance is intended to constitute a “separation payment plan” for purposes of
Section 409A of the Code.


 


(iii)          During the period commencing
on the first day following the expiration of the Initial Severance Period and
ending on the last date of the Term (the “Additional Severance Period”) you shall
receive payment of an amount (the “Additional Severance”) equal to the
difference, if any between (x) the Base Salary (at the rate in effect on
the Termination Date) that you would have received had you remained employed
through the last date of the Term and (y) the Initial Severance.  The Additional Severance shall be paid in
equal installments through the Additional Severance Period in accordance with
the Employer’s payroll practices in effect at the time of the Termination Date.


 


(iv)                             You shall
receive payment of the Bonus Severance in a lump sum on the later of (x) the
15th day of the third month of the year following the fiscal year in
which the Termination Date occurs and (y) the first day following the end
of the Initial Severance Period.


 


(v)                                All outstanding
and unvested RSUs, along with any other outstanding and unvested Equity Awards,
shall immediately vest, and, if applicable, become exercisable in full, as of
the Termination Date.  The vested RSUs
shall be paid in accordance with their terms.


 


(vi)                             Payment of the
Initial Severance, the Bonus Severance, the Additional Severance and continued
vesting of the RSUs pursuant to this Section 11(c) are conditioned
upon your execution of a waiver and release agreement in a form prepared by the
Employer (the “Release”)
and the Release becoming effective and irrevocable in its entirety.  If the Release does not become effective and
irrevocable on or prior to the last date of the Initial Severance Period, you
shall not be entitled to any payments or benefits pursuant to this Section 11(c) other
than the Basic Severance.


 


(d)                                 Termination For Cause or Resignation without Good Reason.  In the event your employment
and this Agreement is terminated by the Employer under Section 10(b) or
you terminate your employment without Good Reason, then:


 


(i)                                    You shall
receive payment of the Basic Severance in a lump sum thirty (30) days following
the Termination Date;


 


11

















 


(ii)           In the event of a
termination of your employment for Cause, all outstanding RSUs shall cease to
vest and, whether or not vested, shall be cancelled immediately; and


 


(iii)          In the event of your
resignation without Good Reason, all outstanding RSUs shall cease to vest, any
unvested RSUs shall be cancelled immediately, and any vested RSUs shall be paid
in accordance with their terms.


 


(e)                                  Breach of Post-termination Obligations. 
In the event that you breach any of your obligations under Section 8,
the Employer’s obligation, if any, to make payments and provide benefits under Section 11
(other than payment of the Basic Severance) shall immediately and permanently
cease and you shall not be entitled to any such payments or benefits.


 


12.                               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.


 


(b)                                 Use of Employee’s Name. Employer shall have 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.


 


(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.  For
the avoidance of doubt, your provision of services and receipt of compensation
and benefits pursuant to the Vivendi Employment Agreement shall not be deemed a
breach of this Agreement.


 


(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.


 


12

















 


(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 your employment pursuant to Sections 9 or
10), 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 as shall be required pursuant to any law,
governmental regulation or ruling.


 


(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. 
The Employer acknowledges that you are currently employed under a class
L-1 visa and have filed an application to become a lawful permanent resident of
the United States, which application the Employer agrees to continue to support
while you are employed by the Employer.


 


(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
arbitration in accordance with this Section. 
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). 
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.


 


13
















 


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 the 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 provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible and be
legal and enforceable.


 


(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 the
provisions of Section 8 of this Agreement by you.


 


(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 of this
Agreement, 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 12(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.  You shall
receive the payments and benefits under Section 11 (other than payment of
the Basic Severance) only for the time period that you do not obtain subsequent
employment and/or provide services of any kind in a full-time, managerial
position, whether as principal, owner, partner, agent, shareholder, director,
employee, consultant, advisor or otherwise, to any person, company, venture or
other person or business entity; provided, however, that this Section 12(p) shall
not apply to employment pursuant to the Vivendi Employment Agreement.  If, at any time, you obtain subsequent
employment or provide services as set forth in the prior sentence, payments and
benefits under Section 11 shall cease immediately.


 


14

















 


(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.


 


(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.


 


15

















 


(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.


 


(t)                                    Section 280G.  Notwithstanding
anything herein to the contrary, in the event that you receive any payments or
distributions, whether payable, distributed or distributable pursuant to the
terms of this Agreement or otherwise, that constitute “parachute payments”
within the meaning of Section 280G of the Code, and the net after-tax
amount of the parachute payment is less than the net after-tax amount if the
aggregate payment to be made to you were three times your “base amount” (as
defined in Section 280G(b)(3) of the Code), less $1.00, then the
aggregate of the amounts constituting the parachute payment shall be reduced to
an amount that will equal three times your base amount, less $1.00. The
determinations to be made with respect to this Section 12(s) shall be
made by a certified public accounting firm designated by the Employer.


 


(u)                                 Survivability.  The provisions
of Sections 2(c), 2(g), 8, 12(l), 12(m), 12(o), 12(p) and 12(s) shall
survive the termination or expiration of this Agreement.


 


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


 


(w)                               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 Vivendi 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 or Vivendi and not on your behalf.


 


(x)                                   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.


 


13.                               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:


 


16

















 


	
  To the Employer:

  	
   

  	
  Activision
  Blizzard, Inc. 

  
	
   

  	
   

  	
  3100
  Ocean Park Boulevard

  
	
   

  	
   

  	
  Santa
  Monica, California 90405  

  
	
   

  	
   

  	
  Attention: 
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  To You:

  	
   

  	
  at
  the most recent address on file with the Employer

  



 


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.


 


[signature page follows]


 


17

















 


ACCEPTED AND AGREED TO:


 


	
  Employer

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  
	
  ACTIVISION-BLIZZARD,
  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ George
  L. Rose

  	
   

  	
   /s/ Jean-François
  Grollemund

  
	
   

  	
  August 5,
  2008

  	
   

  	
  Jean-François
  Grollemund

  



 


[signature page to Grollemund Employment
Agreement]


 

















 


Exhibit A


 


ACTIVISION PUBLISHING, INC.


 


EMPLOYEE PROPRIETARY INFORMATION AGREEMENT


 


In
consideration of and as a condition of my employment by ACTIVISION PUBLISHING,
INC. and/or by companies which it owns, controls, or is affiliated with, and
their successors in business (the “Company”), and the compensation now and
hereafter paid to me for such employment, I hereby agree as follows:


 


1.                                      CONFIDENTIALITY.  I agree to hold in strictest
confidence and not to disclose, make any use of, except for the benefit of the
Company, lecture upon or publish, at any time either during the term of or
subsequent to my employment, any of the Company’s Proprietary Information (as
defined below) which I may produce, obtain or otherwise acquire during the
course of my employment, except as the Company may otherwise consent to in
writing in its sole and absolute discretion. I further agree not to deliver,
reproduce or in any way allow such Proprietary Information, or any
documentation relating to such information, to be delivered or used by any
third parties without the specific written direction or consent of a duly
authorized representative of the Company.


 


The
term “Proprietary Information” shall mean any and all trade secrets,
confidential knowledge, data or any other proprietary information pertaining to
any business of the Company or any of its clients, customers or consultants,
licensees or affiliates.  By way of
illustration but not limitation, “Proprietary Information” includes (a) inventions,
ideas, improvements, discoveries, trade secrets, processes, data, programs,
knowledge, know-how, designs, techniques, formulas, test data, computer code,
other works of authorship and designs whether or not patentable, copyrightable,
or otherwise protected by law, and whether or not conceived of or prepared by
me, either alone or jointly with others (hereinafter collectively referred to
as “Inventions”); (b) information regarding research, development, new
products and services, marketing plans and strategies, merchandising and
selling, business plans, strategies, forecasts, projections, profits,
investments, operations, financings, records, budgets and unpublished financial
statements, licenses, prices and costs, and suppliers, customers, clients,
consultants, contractors, licensors, agents, partners and other persons with
business relationships with Company (including, but not limited to, contact
information and lists); (c) identity, requirements, preferences, practices
and methods of doing business of specific parties with whom the Company
transacts business, and information regarding the skills and compensation of
other employees of the Company and independent contractors performing services
for the Company.


 


2.                                      THIRD
PARTY INFORMATION.  I understand
that the Company, from time to time, may enter into agreements with other
parties which impose obligations or restrictions on the Company regarding
Inventions made during the course of the work under such agreements or
regarding the confidential nature of such works, or otherwise receive from
third parties confidential or proprietary information (“Third Party Information”)
subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes.  During the term of my employment and
thereafter, I agree to be bound by all such obligations and restrictions, will
hold Third Party Information in the strictest confidence, will not disclose (to
anyone other than Company personnel who need to know such information in
connection with their work for the Company) or use, except in connection with
my work for the Company, Third Party Information unless expressly authorized by
the Company in writing, and will otherwise take all action necessary to
discharge the obligations to the Company arising in connection with such Third
Party Information.


 


1

















 


3.                                      WORK
FOR HIRE STATEMENT.  I hereby
acknowledge and agree that all original works of authorship (the “Works of
Authorship”) which are produced, developed or authored by me (whether alone or
jointly with others), or otherwise resulting from my work within the scope of
my employment with the Company and which are protectible by copyright are “works
made for hire,” as that term is defined in the United States Copyright Act (17
U.S.C., Section 101). In the event that any rights to the Works of
Authorship are deemed not to be works made for hire, or in the event that I
should, by operation of law, be deemed to retain any rights in such Works of
Authorship, I hereby irrevocably assign, without any further consideration and
regardless of any use by the Company of any such Work of Authorship, all of my
rights, title and interest, if any, in and to such Works of Authorship to the
Company. I agree that the Company, as the owner of all rights to the Works of
Authorship, has the full and complete right to prepare and create derivative
works based upon the Works of Authorship and any derivative works of such Works
of Authorship and to use, reproduce, publish, print, copy, market, advertise,
distribute, transfer, sell, publicly perform and publicly display, and
otherwise exploit by all means now known or later developed, such Works of
Authorship and derivative works anywhere throughout the world.


 


4.                                      MORAL RIGHTS.  I
hereby irrevocably and unconditionally transfer and assign to the Company,
without any further consideration, any and all Moral Rights (as defined below)
I may have in or with respect to any and all Works of Authorship.  To the extent that I cannot assign such
rights, I hereby waive and agree never to assign such rights against the
Company, the Company’s successors-in-interest, or any of their licensees. “Moral
Rights” shall mean any right to (i) divulge such Inventions to the public;
(ii) retract such Invention from the public; (iii) claim authorship
of such Invention; (iv) object to any distortion, mutilation, or other
modification of such Invention; and (v) any and all similar rights,
existing under judicial or statutory law of any country or jurisdiction in the
world, or under any treaty regardless of whether or not such right is called or
generally referred to as a “moral right.”


 


5.                                      ASSIGNMENT
OF INVENTIONS.


 


(a)                                  In addition to
the foregoing, I hereby assign and transfer to the Company my entire right,
title and interest in and to all Inventions, whether or not patentable, and
whether or not reduced to practice, made, learned or conceived by me (whether
alone or jointly with others) during the period of my employment with the
Company which relate in any manner at the time of conception to the actual or
demonstrably anticipated research or product development by the Company or to
its business, or result from or are suggested by any task assigned to me or any
work performed by me for or on behalf of the Company. I agree that all such Inventions
shall be the sole and exclusive property of the Company and its assigns, and
the Company and its assigns shall be the sole owners of all Inventions and any
and all patents, copyrights and other proprietary rights related thereto;
provided, however, that I hereby acknowledge and agree that this Agreement does
not require assignments of an Invention which qualifies fully and expressly for
protection under Section 2870 of the California Labor Code.


 


(b)                                 If I have any
right or rights to Inventions that cannot be assigned to the Company or waived
by me, I unconditionally grant to the Company during the term of such rights,
an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free
license, with rights to sublicense through multiple levels of sublicenses, to
use, reproduce, publish, create derivative works of, market, advertise,
distribute, sell, publicly perform and publicly display and otherwise exploit
by all means now known or later developed, such Inventions.


 


6.                                      DISCLOSURE
OF INVENTIONS; PATENTS.  I
agree that in connection with any Invention:


 


2

















 


(a)                                  I will disclose
such Invention promptly in writing to my immediate supervisor at the Company,
with a copy to the Company’s then acting Chief Operating Officer, regardless of
whether I believe the invention is protected by Section 2870 of the
California Labor Code, in order to permit the Company to claim rights to which
it may be entitled under this Agreement. Such disclosure shall be received in
confidence by the Company.


 


(b)                                 I will, at the
Company’s request, promptly execute a written assignment of title to the
Company for any Invention required to be assigned by Paragraph 4 (“Assignable
Invention”) and I will preserve any such Assignable Invention as confidential
information of the Company.


 


(c)                                  Upon request, I
agree to assist the Company or its nominee (at its expense) during and at any
time subsequent to my employment in every reasonable way to obtain for its own
benefit patents and copyrights for such Assignable Inventions in any and all
countries, which Inventions shall be and remain the sole and exclusive property
of the Company or its nominee whether or not patented or copyrighted. I agree
to execute such papers and perform such lawful acts as the Company deems to be
necessary to allow it to exercise all rights and interest in such patents and
copyrights.


 


7.                                      EXECUTION
OF DOCUMENTS.


 


(a)                                  In connection
with this Agreement, I further agree to execute, acknowledge and deliver to the
Company or its nominee upon request and at its expense all such documents,
including application for patents and copyrights and assignments of inventions,
patents and copyrights to be issued therefor, as the Company may determine
necessary or desirable to apply for, and obtain letters, patents and copyrights
on such assignable invention in any and all countries and/or to protect the
interest of the Company or its nominee in such inventions, patents or
copyrights and to vest title thereto in the Company or its nominee.


 


(b)                                 In the event
the Company is unable, after reasonable efforts, to secure my signature on any
document or documents needed to apply for or prosecute any patent, copyright or
other right of protection relating to an Invention, whether because of my
physical or mental incapacity or for any other reason whatsoever, I hereby
irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney-in-fact, to act for and in my behalf and
stead to execute and file any such application or applications and to do all
other lawfully permitted acts to further the prosecution and issuance of
patents, copyrights or similar protections thereon with the same legal force
and effect as if executed by me; it is being expressly understood and intended
by me that the grant of the foregoing irrevocable power of attorney is coupled
with an interest.


 


8.                                      MAINTENANCE
OF RECORDS.  I agree to
keep and maintain adequate and current written records of all inventions made
by me (in the form of notes, sketches, and drawings as may be specified by the
Company), which records shall be available to and remain the sole property of
the Company at all times.


 


9.                                      PRIOR
INVENTIONS.  It is
understood that all Inventions, if any, patented or unpatented, which are made
by me prior to my employment by the Company, are excluded from the scope of
this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A
attached to this Agreement a complete list of all my prior Inventions, including
those which are the property of a previous employer. I represent and covenant
that the list is complete and that, if no items are on the list, I have no such
prior Inventions. I agree to notify the Company in writing before I make any
disclosure or perform any work on behalf of the Company which appears to
threaten or conflict with proprietary rights I claim in any Invention or idea.
In the event of my 


 


3

















 


failure
to give such notice, I agree that I will make no claim against the Company with
respect to such Inventions or ideas.


 


10.                               RETURN
OF COMPANY PROPERTY.  I
acknowledge and agree that all files, accounts, records, materials, documents,
drawings, sketches, designs, diagrams, models, blue-prints, plans,
specifications, manuals, books, forms, receipts, notes, reports, memoranda,
studies, data, calculations, recordings, catalogues, compilations of
information, correspondence and all copies, abstracts and summaries of the
foregoing, instruments, tools and equipment and all other physical items
related to the Company or to my employment with the Company, other than merely
personal items, whether of a public nature or not, and whether prepared by me
or not, are and shall remain the sole and exclusive property of the Company and
shall not be removed from the premises of the Company, except as required in
the course of employment by the Company, without prior written consent of the
Company in each instance. In the event of termination of my employment with the
Company for any reason whatsoever, I agree to promptly surrender and deliver to
the Company all of the foregoing property, and I will not take with me any
description containing or pertaining to any Proprietary Information which I may
produce or obtain during the course of my employment. I agree to sign and
deliver the “Termination Certification” attached to this Agreement as Exhibit B.


 


11.                               TRADE
SECRETS OF OTHERS.  I represent
that my performance of all the terms of this Agreement and as an employee of the
Company does not and will not breach any agreement to keep in confidence
Proprietary Information, knowledge or data acquired by me in confidence or in
trust prior to my employment with the Company, and during my employment by the
Company, I will not improperly use or disclose to the Company, or induce the
Company to use, any confidential or proprietary information or material
belonging to any previous employer or other parties. I have not brought and
will not bring onto the premises of the Company or use in the performance of my
responsibilities at the Company any unpublished documents or any property
belonging to any previous employer or any other person to whom I have an
obligation of confidentiality unless consented to in writing by that previous
employer or person.  I agree not to enter
into any agreement either written or oral in conflict with this Agreement.


 


12.                               CONFLICTING
EMPLOYMENT.  I agree that
during my employment with the Company, I will not engage in any other
employment, occupation, consulting or other activity relating to the business
in which the Company is engaged, or which would otherwise conflict with my
obligations to the Company.


 


13.                               NON-SOLICITATION.  Throughout my employment by the Company and
for a period of one (1) year from the termination or expiration of my
employment for any reason whatsoever, I agree not to, either alone or jointly,
with or on behalf of others, directly or indirectly, whether as principal,
partner, agent, shareholder, director, employee, consultant or otherwise: (a) offer
employment to, or directly or indirectly solicit the employment or engagement
of, or otherwise induce or entice away from the employment or engagement of
Company or any affiliated entity, either for my own account or for any other
person, firm or company, any employee or consultant who was employed or engaged
by Company or any such affiliated entity during the term of my employment,
whether or not such employee or consultant would commit any breach of his or
her contract of employment or consulting arrangement by reason of his or her
leaving the service of Company or any affiliated entity; or (b) directly
or indirectly solicit, induce or entice any client, customer, contractor,
licensor, agent, partner or other business relationship of Company to
terminate, discontinue, renegotiate or otherwise cease or modify their
relationship with Company. I expressly acknowledge and agree that the
restrictions contained in this paragraph are reasonably tailored to protect
Company’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 


 


4

















 


themselves
together) be adjudged to go beyond what is reasonable in all circumstances for
the protection of the legitimate interests of Company, the parties agree that
the prohibitions shall be in effect and upheld to the fullest extent
permissible under applicable laws.


 


14.                               ENFORCEMENT.


 


(a)                                  I understand
and agree that in the event of a prospective or actual breach of this Agreement
by me, damages would not be an adequate remedy to compensate the Company for
the losses suffered as a result of such breach. 
Accordingly, in addition to all other rights and remedies the Company
has at law or in equity, in the event of a threatened or actual breach of any
of the terms and provisions of this Agreement, the Company shall be entitled to
a temporary restraining order, and to temporary and permanent injunctive
relief, to prevent or terminate such anticipated or actual breach, without the
necessity of proving actual damages or being required to post any bond or other
undertaking in connection with any such action, provided that nothing in this
Agreement shall be construed to limit the damages otherwise recoverable by the
Company in any such event.


 


(b)                                 In addition,
the Company shall have the right to inform any person, company, organization or
business entity, and the principals of the foregoing, and any other third
parties that the Company reasonably believes to be receiving or intending to
receive from me any Proprietary Information in violation of the terms of this
Agreement, that participation by such entity or persons with me in activities
in violation of this Agreement may give rise to claims by Activision against
such entity, persons or third parties.


 


15.                               PURPOSE
AND INTENT.  I acknowledge
and agree that this Agreement does not constitute an agreement of employment
and that nothing in this Agreement shall confer any right upon me with respect
to my employment by the Company, including, without limitation continuation of
such employment.


 


16.                               REPRESENTATIONS.  I represent and warrant to
the Company that:


 


(a)                                  This Agreement
does not constitute a violation of any other agreement to which I am a party
and it has been executed and delivered by me after having an opportunity to
consult with my legal and other professional counsel and advisors.


 


(b)                                 I have full
power and authority to enter into, and have obtained all necessary
authorizations and approvals required for the execution and deliver of, this
Agreement.


 


(c)                                  I have taken
all necessary actions to execute and deliver this Agreement, and this Agreement
constitutes my valid and binding agreement, enforceable in accordance with its
terms.


 


17.                               MODIFICATION.  This Agreement may not be
changed, modified, released, discharged, abandoned, or otherwise amended, in
whole or in part, except by an instrument in writing, signed by me and the
Company. I agree that any subsequent change or changes in duties, salary, or
compensation shall not affect the validity of this Agreement.


 


18.                               ENTIRE
AGREEMENT.  I acknowledge
receipt of this Agreement, and agree that with respect to the subject matter of
this Agreement it is my entire agreement with the Company, superseding any
previous written communications, representations, understandings or agreements
with the Company or any of its officers or representatives.


 


19.                               SEVERABILITY.  The provisions of this
Agreement are severable and if any one or more provisions may be determined to
be unenforceable, in whole or in part, the remaining 


 


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provisions,
and any partially unenforceable provisions to the extent enforceable, shall
nevertheless be binding and enforceable.


 


20.                               SUCCESSORS
AND ASSIGNS.  This Agreement
shall be binding upon my heirs, executors, administers and other legal
representatives and is for the benefit of the Company, its successors and
assigns.


 


21.                               GOVERNING
LAW.  This Agreement has been
executed and delivered by the parties hereto in California, and shall be
governed by and construed in accordance with the internal laws (and not laws pertaining
to conflicts or choice of law) of the State of California in all respects,
including all matters of validity, construction and performance of this
Agreement.  All parties consent to the
exercise of personal jurisdiction over them in California and agree that any
lawsuit or arbitration arising out of or relating to this Agreement shall be
brought exclusively in a court of competent subject matter jurisdiction located
within the County of Los Angeles, State of California.


 


22.                               COUNTERPARTS.  This Agreement may be signed
in two counterparts, each of which shall be deemed an original and both of
which shall together constitute one agreement.


 


23.                               FAILURE
TO ENFORCE.  The failure of
the Company to enforce any threatened or existing violation, default or breach
of this Agreement shall not be deemed a waiver of such a violation, default or
breach, and the Company shall have the right to enforce the same at a later
time and the right to waive in writing any condition imposed herein for its
benefit without thereby waiving any other provision or condition.


 


	
  ACTIVISION
  PUBLISHING, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:
  Greg Deutsch

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:
  Vice President, Business and Legal Affairs

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted
  and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Employee Signature

  	
   

  	
  Employee
  Name (Please Print)

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Employee Job Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
								



 


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EXHIBIT A


 


LIST OF PRIOR INVENTIONS


 


	
  TITLE

  	
   

  	
  DATE

  	
   

  	
  IDENTIFYING NUMBER OR
  DESCRIPTION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


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EXHIBIT B


 


TERMINATION CERTIFICATION


 


This
is to certify that I do not have in my possession, nor have I failed to return,
any records, documents, data, specifications, drawings, blueprints,
reproductions, sketches, notes, reports, proposals or copies of them, or other
documents or materials, equipment, or other property belonging to ACTIVISION
and/or companies it owns, controls, or is affiliated with, or their successors
and assigns (“Company”).


 


I
further certify that I have complied with and will continue to comply with all
terms of the Employee Proprietary Information Agreement signed by me with the
Company.


 


I further agree that in compliance with the Employee
Proprietary Information Agreement, I will preserve as confidential all
Confidential Information of the Company of any its clients, customers,
consultants, licensees or affiliates.


 


 


	
   

  	
   

  	
   

  
	
  Employee
  Signature

  	
   

  	
  Date

  



 


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