Exhibit
10.74


 


Amendment #2 to Employment
Agreement


 


This
Amendment #2 to Employment Agreement (this “Amendment
#2”) is entered into as of this 2nd day of February 2010,
by and between Ann Weiser (“Employee”)
and Activision Publishing, Inc. (“Employer”),
a subsidiary of
Activision Blizzard, Inc., formerly known as Activision, Inc., (“Activision Blizzard”).  All capitalized terms shall have the same
meaning set forth in the Employment Agreement (as defined below).


 


RECITALS:


 


Employee
and Employer entered into an Employment Agreement dated as of September 12,
2007 (the “Employment  Agreement”)
and amended that agreement as of December 18, 2008.


 


For
consideration described below, the sufficiency and adequacy of which is hereby
acknowledged, Employee and Activision Blizzard desire to extend the Expiration
Date of the Agreement and otherwise amend the Agreement in certain respects as
set forth herein below.


 


AGREEMENT:


 


The
parties hereby agree to amend the terms of the Employment Agreement as follows:


 


1.                                Term of Employment.  Section 1
of the Employment Agreement is hereby amended in its entirety to read as
follows:


 


(a)                                       The term of your employment under this
Agreement (the “Term”) shall commence on February 2,
2010 (the “Effective Date”) and shall
end on August 31, 2012 (the “Expiration Date”)
(or such earlier date on which your employment is terminated under Section 9).  Except as set forth in Section 11(s),
upon the Expiration Date (or such earlier date on which your employment is
terminated) all obligations and rights under this Agreement shall immediately
lapse.


 


(b)                                       Except
as set forth in Section 12(t), upon the Expiration Date (or such earlier
date on which your employment is terminated pursuant to Section 10) all
obligations and rights under this Agreement shall immediately lapse.  If your employment continues beyond the
Expiration Date, 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.                                Base Salary.  Section 2(b) of
the Employment Agreement is hereby amended in its entirety to read as follows:


 


Commencing on March 7, 2010, you
shall receive an annual base salary (“Base Salary”)
of $550,000.00, which shall be paid in accordance with the Employer’s payroll
policies.  Your Base Salary shall be
reviewed periodically and may be 


 


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increased by an amount determined by the
Employer, in its sole and absolute discretion


 


3.                                Equity Awards.  Section 2(d) of
the Employment Agreement is hereby amended to add the following:


 


Subject
to the approval of the Compensation Committee of the Board of Directors of
Activision Blizzard (the “Compensation Committee”),
Activision Blizzard will grant to you 100,000 restricted share units which represent
the conditional right to receive shares of Activision Blizzard’s common stock
(the “New RSUs).  The New RSUs will vest in full on August 31,
2012, subject to your remaining employed by the Activision Group through such
vesting date.  You acknowledge that the
grant of the New RSUs 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 New RSUs shall be subject to all terms of
the Activision Blizzard, Inc. 2008 Incentive Plan and Activision Blizzard’s
standard form of award agreement (as modified to the extent necessary to
reflect the provisions of Section 11). 
In the event of a conflict between this Agreement and the terms of the
Activision Blizzard, Inc. 2008 Incentive Plan or award agreement, the
Incentive Plan or the award agreement, as applicable, shall govern.   The New RSUs, if and when approved by the
Compensation Committee, shall be in addition to any previous equity incentive
awards made to you.


 


4.                                Other Compensation.


 


(a)                                       Section 2(e) of the Employment
Agreement is hereby deleted in its entirety.


 


(b)                                       Section 2(f) of the Employment
Agreement is hereby deleted in its entirety.


 


(c)                                        Section 2(g) of the Employment
Agreement is hereby amended to add the following:


 


Notwithstanding the foregoing, the
payments which you receive pursuant to this Section 2(g) will cease
effective March 1, 2010 and, in consideration therefore, the Employer will
provide you with a housing assistance buyout in the amount of $81,000 (less
applicable taxes) within three weeks of the Effective Date.


 


5.                                      Duties.  Section 4
of the Employment Agreement is hereby amended in its entirety to read as
follows:


 


You shall report directly to the Chief
Financial Officer & Chief Corporate Officer of Activision Blizzard (or
such other executive of the Activision Blizzard Group as may be determined from
time to time by it in its sole and absolute discretion) and shall have such
duties commensurate with your position as may be assigned to you from time to
time by the Chief Financial Officer & Chief Corporate Officer of


 


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Activision Blizzard (or, as applicable,
such other executive designated by the Employer).  You are also required to read, review and
observe all of the Activision Group’s policies, procedures, rules and
regulations in effect from time to time during the Term that apply to employees
of the Employer, including, without
limitation, the Code of Business Conduct and Ethics, as amended from time to
time.  You
shall devote your full-time working time to the performance of your duties
hereunder, shall faithfully serve the Employer, shall in all respects conform
to and comply with the lawful directions and instructions given to you by the Chief Financial Officer & Chief
Corporate Officer of Activision Blizzard (or such other executive of the
Activision Group as may be determined from time to time by the Employer in its
sole and absolute discretion) and shall use your best
efforts to promote and serve the interests of the Activision Group.  Further, you shall at all times place the
Employer’s interests above your own, not take any actions that would conflict
with the Employer’s interests and shall perform all your duties for the
Employer with the highest duty of care. 
Further, you shall not, directly or indirectly, render services of any
kind to any other person or organization, whether on your own behalf or on
behalf of others, without the consent of the Chief Financial Officer & Chief
Corporate Officer of Activision Blizzard
or otherwise engage in activities that would interfere with your faithful and
diligent 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.


 


6.                                      Termination of Obligations
and Severance Payments.


 


(a)                                 The definition of “Bonus Severance” set
forth in Section 11(a) of the Employment Agreement is hereby amended
in its entirety to read as follows:


 


“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, all goals will measured by actual performance.


 


(b)                                 In Section 11, all references to “RSUs”
will be deemed to include the “New RSUs” (in addition to the “RSUs”) and all
references to “Equity Awards” will be deemed to include the “New RSUs” (in
addition to the “Options” and the “RSUs”).


 


7.                                      Section 162(m).  Section 12(t) of
the Employment Agreement is hereby amended to add the following as the
penultimate sentence:


 


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Similarly, you agree that no payments or
distributions, whether payable, distributed or distributable pursuant to the
terms of this Agreement or otherwise, shall be made to you if the Employer
reasonably anticipates that Section 162(m) of the Code would prevent
the Employer from receiving a deduction for such payment.  If, however, any payment is not made pursuant
to the previous sentence, the Employer shall make such payment as soon as
practicable in the first calendar year that it reasonably determines that it
can do so and still receive a deduction for such payment.


 


Except
as specifically set forth in this Amendment #2, the Employment Agreement shall
remain unmodified and in full force and effect. 
If any term or provision of the Employment Agreement is contradictory
to, or inconsistent with, any term or provision of this Amendment #2, then the
terms and provisions of this Amendment #2 shall in all events control.


 


	
  ACCEPTED AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Employer

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  
	
  ACTIVISION PUBLISHING, INC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas Tippl

  	
   

  	
  /s/ Ann E. Weiser

  
	
   

  	
  Thomas
  Tippl

  	
   

  	
  Ann E. Weiser

  
	
   

  	
  Chief
  Financial Officer &

  	
   

  	
   

  
	
   

  	
  Chief
  Corporate Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  01/26/10

  	
   

  	
  Date:

  	
  01/26/10

  



 


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