Exhibit 10.92


 


Execution Copy


 


Activision Blizzard, Inc.


3100 Ocean Park Blvd.


Santa Monica, CA 90405


 


November 4, 2009


 


Mr. Michael
Morhaime


31
Moon Shell


Newport
Beach, CA  92657


 


Dear
Michael:


 


Reference
is made to your employment agreement dated as of December 1, 2007, as
amended as of December 15, 2008 and March 31, 2009 (the “Employment
Agreement”), between you and Vivendi Games, Inc. (“Vivendi”)
related to your employment with Activision Blizzard, Inc. (the “Company”),
and the Assignment and Assumption Agreement dated as of July 9, 2008
between Vivendi and the Company, pursuant to which the Company assumed Vivendi’s
obligations under the Employment Agreement. 
Capitalized terms used herein without definition shall have the meanings
assigned to such terms under the Employment Agreement.  You and the Company hereby agree to amend
certain provisions under the Employment Agreement, effective as of the dates
designated below, as follows:


 


1.             Base Salary.  Effective as of January 1, 2010,
Paragraph 3(a) of the Employment Agreement is hereby amended to delete the
second sentence thereof (related to automatic annual increases in Base Salary)
and to insert a new last sentence thereof to read as follows:


 


“Commencing
as of January 1, 2010, your annual Base Salary rate shall be increased to
$715,000.”


 


2.             Incentive Bonus
Compensation.  Effective as of January 1,
2010, Paragraph 3(b) of the Employment Agreement is hereby amended to read
as follows:


 


“Incentive
Bonus Compensation.  You shall
participate in the Company’s Management Incentive Plan as in effect from time
to time or any successor thereto (the “MIP”), which shall operate as a
performance-based compensation program pursuant to the Company’s 2008 Incentive
Plan (or any successor plan thereto that is approved by the Company’s
shareholders) (the “Incentive Plan”). 
Your target bonus under the MIP for each fiscal year shall be not less
than twenty seven percent (27%) of your Base Salary.  Any bonus earned under the MIP shall be based
upon a weighted measurement of ten percent (10%) based upon achievement of the
goals, criteria and performance of the Company and its subsidiaries, and ninety
percent (90%) based upon achievement of goals, criteria and performance of
Blizzard and such other goals as may be established by the Company (in each
case, as measured against pre-established objectives), all in accordance with
the terms and conditions of the MIP and the Incentive Plan.  Notwithstanding the foregoing, the target
bonus level recited herein shall not serve as a limit on the amount of the
bonus which you are entitled to earn and receive under the MIP, as the MIP
shall permit you to earn and receive in the aggregate up to three (3) times
the otherwise applicable target


 

















 


bonus
level (subject to any additional limitations under the Incentive Plan).  You understand that your actual bonus under
the MIP is not guaranteed compensation and is subject to the discretion of the
Company and the terms of the MIP and the Incentive Plan.”


 


For
the avoidance of doubt, your rights to receive annual incentive bonus
compensation under the MIP in respect of the Company’s fiscal year ending December 31,
2009 shall remain as currently in effect under the Employment Agreement,
without regard to this amendment.


 


3.             Holiday Bonus
Compensation.  Effective as of January 1,
2010, the second sentence under Paragraph 3(c) of the Employment Agreement
shall be amended to read as follows:


 


“Your
target bonus under the Holiday Plan for each fiscal year shall be thirty-seven
percent (37%) of your Base Salary; provided that in all events the total
bonus paid to you under the Holiday Plan for any fiscal year shall not be less
than eighteen-and-one-half percent (18.5%) of your Base Salary (the “Guaranteed
Minimum Holiday Bonus”).”


 


For
the avoidance of doubt, your rights to receive a Holiday Plan bonus in respect
of the Company’s fiscal year ending December 31, 2009 shall remain as
currently in effect under the Employment Agreement, without regard to this
amendment.


 


4.             Enhanced
Severance.  Effective as of January 1,
2010, Paragraph 3(n) of the Employment Agreement is hereby amended to read
as follows:


 


“Enhanced
Severance Compensation.  The Company
hereby agrees that upon either (i) the termination of your employment by
the Company without Cause or (ii) your termination of your employment for
Good Reason (each, a “Qualified Separation”), the Company shall pay you
an enhanced severance amount in cash in a single lump sum within thirty (30)
days after such Qualified Separation, determined as set forth below pursuant to
the applicable Qualified Separation event:


 




	
  Calendar
  Year of Qualified

  Separation

  	
   

  	
  Enhanced

  Severance Amount

  upon termination

  by the Company

  without Cause

  	
   

  	
  Enhanced

  Severance Amount

  upon your

  termination for

  Good Reason

  	
   

  
	
  2010

  	
   

  	
  $

  	
  1,500,000

  	
   

  	
  $

  	
  300,000

  	
   

  
	
  2011

  	
   

  	
  $

  	
  1,500,000

  	
   

  	
  $

  	
  600,000

  	
   

  
	
  2012

  	
   

  	
  $

  	
  1,500,000

  	
   

  	
  $

  	
  900,000

  	
   

  
	
  2013

  	
   

  	
  $

  	
  1,500,000

  	
   

  	
  $

  	
  1,200,000

  	
   

  
	
  2014 or later (if applicable)

  	
   

  	
  $

  	
  1,500,000

  	
   

  	
  $

  	
  1,500,000

  	
   

  






 


The
enhanced severance amounts, if any, described in this Paragraph 3(n) shall
be in addition to any termination benefits you may be entitled to receive under
Paragraphs 4(g) and 4(h) hereof.”


 


5.             Adjustment to
Regular Severance Benefits. 
Effective as of the date hereof, Sub-clause (6) of Paragraph 4(g) of
the Employment Agreement is hereby amended to insert the parenthetical below


 


2

















 


immediately
following the words “an amount equal to the sum of the actual annual bonuses
paid to you under the MIP and Holiday Plan for the year immediately preceding
the year of termination”:


 


“(reduced,
but not below zero, by $195,000 in the case of a termination prior to January 1,
2011)”


 


6.             Except as expressly
set forth above, your Employment Agreement shall remain in full force and
effect.


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACTIVISION
  BLIZZARD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  George L. Rose

  
	
   

  	
   

  	
   

  	
  Name:
  George Rose

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Michael Morhaime

  	
   

  	
   

  	
   

  
	
  Michael
  Morhaime

  	
   

  	
   

  	
   

  



 


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