Exhibit 10.1


 


November 6, 2003


 


 


Kathy Vrabeck


11 Via Emilia


Newport Coast, CA  92657


 


 


Dear Kathy:


 


This letter
(the “Agreement”) confirms the terms of your employment by Activision
Publishing, Inc. (“Employer”), on the terms and conditions set forth below.  This Agreement supercedes the terms of the
employment agreement dated April 1, 2001, as amended March 19, 2003 (including
all addendums thereto, the “2001 Employment Agreement”) previously entered into
between you and Employer.


 


1.             Term


 


The term of your
employment under this Agreement shall commence on November 1, 2003 (the
“Effective Date”) and terminate on April 1, 2006 (the “Expiration Date”). For
purposes of this Agreement, the period of time from the Effective Date through
the Expiration Date shall be defined as the “Employment Period”.  Notwithstanding anything contained herein to
the contrary, your employment pursuant to the terms of this Agreement is
subject to termination pursuant to Paragraph 9 below.


 


2.             Salary


 


(a)           In full consideration
for all rights and services provided by you under this Agreement, you shall
receive an annual base salary (the “Base Salary”) during the Employment
Period.  Commencing on the Effective
Date, your Base Salary for the fiscal year ending March 31, 2004 shall be $450,000.  Thereafter, on April 1 of each year of the
Employment Period, beginning on April 1, 2004, your Base Salary shall be
reviewed on an annual basis as described below, to determine if an increase is
warranted, subject to the following annual minimum Base Salary:


 


i.                  From April 1, 2004 through March 31,
2005 your Base Salary shall be no less than $475,000;


 


ii.               From April 1, 2005 through March 31,
2006 your Base Salary shall be no less than $515,000.


 


(b)           Each Base Salary
referred to in Paragraph 2(a) shall constitute your minimum base salary during
the applicable period, and your Base Salary may be increased above the minimum
if Employer’s Board of Directors (or the Compensation Committee of such Board
of Directors), in its sole and absolute discretion, elects to do so.  In the event of an increase in your Base
Salary beyond the applicable minimum Base Salary for a particular period
indicated above, such increased Base Salary shall then constitute your minimum
Base Salary for all subsequent periods under this Agreement.


 


(c)           The Base Salary shall
be paid in accordance with the then prevailing payroll practices of Employer at
regular intervals as Employer may establish from time to time for its senior
executive officers. Employer may withhold from any amounts payable under this
Agreement all applicable tax, Social Security and other legally required
withholding pursuant to any law or regulation (the “Withholding”).  Any period of less than a full fiscal year
for which the Base Salary is calculated shall be pro rata.


 


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(d)            In addition to your Base Salary, you may be
eligible to receive an annual discretionary bonus (the “Annual Bonus”).  Your target Annual Bonus during the
Employment Period shall be 75% of the then applicable Base Salary, provided
that the actual amount of the Annual Bonus, if any, is within the sole and
absolute discretion of the Employer’s Board of Directors (or the Compensation
Committee of the Board of Directors) and is designed to encourage you to remain
employed by Employer and to continue any favorable performance during such
continued employment.  The Annual Bonus
shall be based upon (i) the achievement by Employer of its financial and business
objectives and goals and your achievement of certain mutually agreed objectives
and goals and/or your contribution to the success of Employer’s financial and
business objectives and goals, for the fiscal year with respect to which the
Annual Bonus is calculated, such determination to be made by Employer’s Board
of Directors (or the Compensation Committee of the Board of Directors) in its
sole discretion.  Employer’s overall
financial performance may also be considered by Employer’s Board of Directors (or
the Compensation Committee of the Board of Directors) in determining whether
any of the Annual Bonus is awarded and, if so, the amount.  You acknowledge that Employer retains the
right to modify, at any time, any and all of the criteria used to determine
whether the Executive is eligible for a bonus and, if so, the amount of any
such bonus. The Annual Bonus may take the form of, without limitation, cash,
shares of common stock of the Company and/or Options (as defined herein), as
the case may be. Any Annual Bonus shall be subject to Withholding


 


(e)           You
are also being granted non-qualified stock options (“Options”) under the
existing or modified Board-approved stock option plans established by
Activision, to purchase shares of common stock of Activision. The Options will
have an exercise price that is the market low of such common stock on the date
of grant. The Options are being granted to you strictly subject in all respects
to the terms and conditions of Activision’s stock option plan pursuant to which
the Options are issued and the applicable stock option agreement(s) thereunder,
including, generally and without limitation, as follows


 


i.                  Options
to purchase 150,000 shares of Activision common stock which will vest and
become exercisable ratably over five years so long as you remain employed with
Employer at all times on a continuous basis, in increments of options to
purchase 30,000 on each of November 1, 2004, November 1, 2005, November 1,
2006, November 1, 2006 and November 1, 2005 respectively;


 


ii.               
Options to purchase 100,000 shares of Activision common stock, with all of such
Options vesting and become exercisable, so long as you remain employed with
Employer at all times on a continuous basis on November 1, 2008.  Notwithstanding the foregoing, the vesting
and exercisability of a 50% portion of the Options granted under this Paragraph
2(e)(ii) will accelerate and such accelerated Options will vest in equal
increments of 25,000 Options on April 1, 2005, and April 1, 2006, respectively,
subject to the achievement of certain acceleration criteria applicable to each
specific acceleration even/date and related option increment, as well as to
your remaining employed with Employer on a continuous basis. All applicable
acceleration criteria must be agreed in good faith by you and Employer.


 


In the event of termination of your employment, disposition of the
Options will be governed by the provisions of Paragraph 9(e) of this Agreement,
the terms and conditions of Activision’s stock option plan pursuant to which
the Options are issued and the applicable stock option agreement(s)
thereunder.  The Options issued pursuant
to this paragraph are in addition to the stock options previously granted to
you (the “Existing Options”). Except as otherwise set forth in Section 9(e) of
this Agreement, the terms of any Existing Options granted to you,


 


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whether pursuant to the 2001
Employment Agreement or otherwise, shall not be affected by the execution of
this Agreement and shall remain subject to the terms of stock option plans and
agreements pursuant to which such Existing Options were granted.


 


(f)                You
will be eligible for such additional grants of stock options commensurate with
your position with Employer as the Board of Directors (or Compensation
Committee of the Board of Directors), in its sole discretion, may award to you
from time to time. Terms of such options when granted, if any, shall be at all
times strictly subject to the terms of this Agreement, the terms and conditions
of Activision’s stock option plan pursuant to which the options are issued and
the applicable stock option agreement(s) thereunder.


 


3.             Title


 


You are being
employed under this Agreement in the position of President of Activision
Publishing, a division of Employer.


 


4.             Duties


 


You shall personally and diligently
perform, on a full-time and exclusive basis, such services as Employer or any
of its related or affiliated entities or divisions may reasonably require. You
are also required to read, review and observe all of Employer’s existing
policies, procedures, rules and regulations as well as those adopted by
Employer during the term of your employment. 
You will at all times perform all of the duties and obligations required
by you under this Agreement in a loyal and conscientious manner and to the best
of your ability and experience.


 


5.             Expenses


 


To the extent
you incur necessary and reasonable business expenses in the course of your
employment, you shall be reimbursed for such expenses, subject to Employer’s
then current policies regarding reimbursement of such business expenses.


 


6.             Other Benefits


 


You shall be
entitled to those benefits, which are standard for persons in similar positions
with Employer, including coverage under Employer’s health, life insurance and
disability plans, and eligibility to participate in Employer’s 401(k)
plan.  In addition, during the
Employment Period, Employer will maintain a term insurance policy or policies
for a period of ten (10) years, covering your life in an amount of $2,000,000
and naming your estate or any other person designated by you as beneficiary of
such policy or policies. Nothing paid to you under any such plans and
arrangements (nor any bonus or stock options which Employer’s Board of
Directors (or the Compensation Committee of such Board of Directors), in its
sole and absolute discretion, shall provide to you)) shall be deemed in lieu,
or paid on account, of your Base Salary. 
Except as otherwise specifically provided in this Agreement, you
expressly agree and acknowledge that after the expiration or early termination
of the term of your employment under this Agreement for any reason, you are
entitled to no additional benefits, except as specifically provided under the
benefit plans referred to above and those benefit plans in which you subsequently
may become a participant, and subject in each case to the terms and conditions
of each such plan.  Notwithstanding
anything to the contrary set forth above, you shall be entitled to receive
those benefits provided by COBRA upon the expiration or earlier termination of
this Agreement.


 


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7.             Vacation and Paid Holidays


 


(a)           You will be entitled to
paid vacation days in accordance with the normal vacation policies of Employer
in effect from time to time, provided that in no event shall you be entitled to
less than twenty (20) days of paid vacation per year.


 


(b)           You shall be entitled
to all paid holidays given by Employer to its full-time employees.


 


8.             Protection of Employer’s Interests


 


(a)           Duty of Loyalty.  During the Employment Period, you
will not compete in any manner, whether directly or indirectly, as a principal,
employee, agent or owner, with Employer, or any affiliate of Employer, except
that the foregoing will not prevent you from holding at any time less than five
percent (5%) of the outstanding capital stock of any company whose stock is
publicly traded.


 


(b)           Property of 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 Employer, (ii) result from
or are suggested by any task assigned to you or any work performed by you on
behalf of Employer, or (iii) are based on any property owned or idea conceived
by Employer, shall be deemed to be a work made for hire and shall be the sole
and exclusive property of Employer.  You
agree to execute, acknowledge and deliver to Employer, at Employer’s request,
such further documents, including copyright and patent assignments, as Employer
finds appropriate to evidence Employer’s rights in such property.


 


(c)           Confidentiality.  Any confidential and/or proprietary
information of Employer or any affiliate of Employer shall not 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 expiration or earlier termination of the
term of your employment, you shall return to Employer all such information
which exists in written or other physical form (and all copies thereof) under
your control.  Without limiting the
generality of the foregoing, you acknowledge signing and delivering to Employer
the Activision Employee Proprietary Information Agreement 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.  The provisions of this
paragraph shall survive the expiration or earlier termination of this
Agreement.


 


(d)           Covenant Not to Solicit.  After the expiration of the Employment Period
of this Agreement or earlier termination of your employment pursuant to
Paragraphs 9(a), (b) or (c) of this Agreement 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, at any time during a period of two (2) years
following such expiration or termination, offer employment to, or directly or
indirectly solicit the employment or engagement of, or otherwise entice away
from the employment of Employer or any affiliated entity, either for your own
account or for any other person firm or company, any person who was employed by
Employer or any such affiliated entity during the term of your employment,
whether or not such person would commit any breach of his or her contract of
employment by reason of his or her leaving the service of Employer or any
affiliated entity.


 


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9.             Termination


 


(a)           By Employer. 
At any time during the Employment Period, Employer may terminate your
employment under this Agreement for Cause defined as your (i) willful, reckless
or gross misconduct or fraud, (ii) gross negligent performance of job
responsibilities, and (iii) conviction of or pleading no contest to a felony or
crime involving dishonesty or moral turpitude.. In addition, Employer will have the right to terminate your employment
without Cause and such termination shall not be deemed to constitute a
wrongful discharge of Employee or a wrongful termination of Employee’s
employment by Employer or a breach by
Employer of any term of this Agreement and/or any other duty or obligation,
expressed or implied, which Employer may owe to Employee pursuant to any
principle or provision of law.


 


(b)           By Employee. 
You may terminate your employment under this Agreement only: (i) upon
Employer’s material breach of Section 2, or (ii) upon any relocation without
your consent of the place at which you primarily are performing your services
to Employer to a location which is outside Los Angeles County.


 


(c)           Death or Disability.  In the event of your death during the term
of this Agreement, this Agreement shall terminate and Employer only shall be
obligated to pay your estate or legal representative only the amounts set forth
in Paragraph 9(d)(i) below.  In the
event you are unable, with or without reasonable accommodation, to perform the
services required of your position as a result of any physical (excluding
pregnancy) or mental condition (“disability”), then Employer shall have the
right, at its option, to terminate your employment under this Agreement, and
Employer shall be obligated to pay you only the amounts set forth in Paragraph
9(d)(ii) below.  You acknowledge and
agree that your ability to continuously perform your duties for Employer is an
essential part of your position and that any inability to perform such duties
during the term of this Agreement for a period of 60 or more consecutive days
or an aggregate of 90 or more days during any 12-month period would create an
undue hardship for Employer and the operation of its business.  Unless and until so terminated, during any
period of disability during which you are unable, with or without reasonable
accommodation, to perform the services required of you under this Agreement,
your Base Salary shall be payable to the extent of, and subject to, Employer’s
policies and practices then in effect with regard to sick leave and disability
benefits.


 


(d)           Termination of Obligations.  In the event of the termination of your
employment under this Agreement pursuant to Paragraphs 9(a), 9(b) or 9(c), all
obligations of Employer to you under this Agreement shall immediately terminate
except as follows:


 


i.                  Compensation
upon Death.  In the event of this
Agreement is terminated as a result of your death, your heirs, successors or
legal representatives shall receive: (i) the Base Salary through the date of
termination of this Agreement; (ii) any unpaid Annual Bonus for any
previously completed fiscal year if such Annual Bonus is awarded to you
pursuant to the terms of Paragraph 2(d) of this Agreement by the Board of
Directors (or the Compensation Committee of such Board of Directors) and remain
not paid; (iii) the pro rata portion of the Annual Bonus for the fiscal year in
which your termination occurs to the extent such Annual Bonus is awarded to you
pursuant to the terms of Paragraph 2(d) of this Agreement by the Board of
Directors (or the Compensation Committee of such Board of Directors); (iv) an amount
equal to two hundred (200%) percent of the dollar amount of the Base Salary
paid or payable to you for Employer’s most recent fiscal year immediately prior
to your date of death; (v) reimbursement of expenses due to you pursuant to
Paragraph 5; (vi) your then current spouse and minor children, if any, shall
receive the same level of health/medical insurance or coverage that was
provided to you immediately prior to your death for an eighteen month period,
with the cost of such continued insurance or coverage 


 


 


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being borne by Employer.  All
such payments shall be in addition to any payments your widow, beneficiaries or
estate may be entitled to receive pursuant to any pension or employee benefit
plan or life insurance policy maintained by Employer.


 


ii.               Compensation
upon Disability.  In the event this
Agreement is terminated as a result of your disability, you shall receive: (i)
the Base Salary through the date of your termination; (ii) any unpaid Annual
Bonus for any previously completed fiscal year if such Annual Bonus is actually
awarded to you pursuant to the terms of Paragraph 2(d) of this Agreement by the
Board of Directors (or the Compensation Committee of such Board of Directors)
and remain not paid in whole or in part; (iii) the pro rata portion of the
Annual Bonus for the fiscal year in which your termination occurs to the extent
such Annual Bonus is awarded pursuant to the terms of Paragraph 2(d) of this
Agreement by the Board of Directors (or the Compensation Committee of such
Board of Directors); (iv) reimbursement of expenses due to you pursuant to
Paragraph 5; (v) an amount equal to two hundred (200%) percent of the dollar
amount of the Base Salary paid or payable to you for Employer’s most recent
fiscal year immediately prior to your disability termination, less the amount,
if any, of any payments received by you from any Employer-funded disability
insurance plan; and (vi) you and your then current spouse and minor children,
if any, shall receive the same level of health/medical insurance or coverage
provided immediately prior to such disability termination for an eighteen month
period, with the cost of such continued insurance or coverage being borne by
Employer.


 


iii.            Compensation
upon Termination Without Cause.  In
the event your employment under this Agreement is terminated by Employer
without Cause, then you shall receive: (i) the Base Salary through the
date of your termination; (ii) any unpaid Annual Bonus for any previously
completed fiscal year if such Annual Bonus is then awarded to you pursuant to
the terms of this Agreement; (iii) the pro rata portion of the Annual Bonus for
the fiscal year in which your termination occurs to the extent such Annual
Bonus is awarded pursuant to the terms of this Agreement ; (iv) payment of 50%
of your target Annual Bonus not otherwise covered in sub-paragraphs 9(d)(iii)ii
and iii above, calculated using the rate referenced in Paragraph 2(d), for the
remaining balance of the term of this agreement; (v) reimbursement of expenses
due you pursuant to Paragraph 5; (vi) 100% of the Base Salary payable to you
through the Expiration Date had your employment not been terminated, such Base
Salary to be determined in accordance with the terms of Paragraph 2(a) of this
Agreement; and (vii) you and your then current spouse and minor children, if
any, shall receive the same level of health/medical insurance or coverage
provided immediately prior to such termination for an eighteen month period,
with the cost of such continued insurance or coverage being borne by Employer.


 


(e)           Disposition of Stock Options Upon Termination.  Upon termination of your employment for any
reason, the following terms shall apply to all of the Options and the Existing
Options issued to you:


 


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(i)                                     In
the event of termination of your employment for Cause, or by your breach of
this Agreement, all such stock options, whether or not vested, shall expire
immediately on the date of termination of your employment and all such stock
options shall immediately be cancelled and no longer continue vest or be
exercisable as of the date of termination of your employment.


 


(ii)                                  In
the event of your termination of employment by reason of your death or
disability, all such stock options shall cease to vest immediately as of the
date of such termination of your employment, all unvested stock options shall
be cancelled and only vested stock options shall continue to be exercisable
until the earlier of (a) the end of the 30th day after the date of such
termination of your employment, or (b) the expiration of such stock option
pursuant to the terms of the stock option agreement for such stock option; and
upon the expiration of such period, all stock options then remaining
unexercised shall be cancelled.


 


(iii)                               In
the event of termination of your employment by Employer without Cause, all such
stock options shall cease to vest immediately as of the date of such
termination of your employment, all unvested stock options shall be cancelled
and only vested stock options shall continue to be exercisable until the
earlier of (a) the end of the 30th day after the date of such termination of
your employment, or (b) the expiration of such stock option pursuant to the
terms of the stock option agreement for such stock option; and upon the
expiration of such period, all stock options then remaining unexercised shall
be cancelled.


 


(iv)                              In
the event of termination of your employment for any reason not otherwise
described in Paragraphs 9(e)(i)-(iii), all such stock options shall cease to
vest immediately as of the date of such termination of your employment, all
unvested stock options shall be cancelled and only vested stock options shall
continue to be exercisable until the earlier of (a) the end of the 30th day
after the date of such termination of your employment, or (b) the expiration of
such stock option pursuant to the terms of the stock option agreement for such
stock option; and upon the expiration of such period, all stock options then
remaining unexercised shall be cancelled.


 


10.          Use of Employee’s Name


 


Employer shall
have the right, but not the obligation, to use your name or likeness for any
publicity or advertising purpose.


 


11.          Assignment


 


Employer may
assign this agreement or all or any part of its rights under this agreement to
any entity which succeeds to all or substantially all of Employer’s assets
(whether by merger, acquisition, consolidation, reorganization or otherwise) or
which Employer may own substantially, and this agreement shall inure to the
benefit of such assignee.


 


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12.          No Conflict with Prior Agreements


 


You represent
to 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 commitment on your part to any third party, nor
does it or will it violate or interfere with any rights of any third party.


 


13.          General Provisions


 


(a)           Entire Agreement.  This Agreement, including the Employment
Proprietary Information Agreement referred to herein, and, with respect to the
Options, together with Activision’s stock option plan pursuant to which the
Options are granted and the stock option agreement(s) thereunder, supersedes
all prior or contemporaneous agreements and statements, whether written or
oral, concerning the terms of your employment with Employer, and no amendment
or modification of this Agreement shall be binding unless it is set forth in a
writing signed by both Employer and Employee. 
To the extent that this Agreement conflicts with any of Employer’s
policies, procedures, rules or regulations, this Agreement shall supersede the
other policies, procedures, rules or regulations.  Without limiting the generality of the foregoing, you acknowledge
that this Agreement supercedes the 2001 Employment Agreement and such agreement
is hereby declared terminated and of no further force or effect, except that
any Existing Options granted pursuant to such agreement shall remain valid in
all respects and shall be governed by the terms of stock option plans and
agreements pursuant to which such Existing Options were granted.


 


(b)           No Broker.  You have given no indication, representation or
commitment of any nature to any broker, finder, agent or other third party to
the effect that any fees or commissions of any nature are, or under any
circumstances might be, payable by Employer or any affiliate of Employer in
connection with your employment under this Agreement.


 


(c)           Waiver.  No waiver by either party of any breach by
the other party of any provision or condition of this Agreement shall be deemed
a waiver of any similar or dissimilar provision or condition at the same or any
prior or subsequent time.


 


(d)           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.


 


(e)           Choice of 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.


 


(f)            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.


 


(g)           Venue and Jurisdiction.  The parties agree that all actions or
proceedings initiated by either party hereto arising directly or indirectly out
of this Agreement shall be litigated in federal or state court in Los Angeles,
California.  The parties hereto
expressly submit and consent in advance to such jurisdiction


 


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and agree that service of
summons and complaint or other process or papers may be made by registered or
certified mail addressed to the relevant party at the address set forth
below.  The parties hereto waive any
claim that a federal or state court in Los Angeles, California, is an
inconvenient or an improper forum.


 


(h)           Severability.  If any provision of this Agreement is held
to be illegal, invalid or unenforceable under existing or future laws effective
during the term of this Agreement, 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.


 


(i)            Legal Counsel.  Employee acknowledges that he has been given
the opportunity to consult with legal counsel of his own choosing regarding
this Agreement.  Employee understands
and agrees that Activision’s General Counsel, or any other attorney or member
of management who has discussed any term or condition of this Agreement with
him, is only acting on behalf of the company and not on behalf of Employee.


 


(j)            Right to Negotiate.  Employee hereby acknowledges that he has
been given the opportunity to participate in the negotiation of the terms of
this Agreement.


 


(k)           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, and in
the event of a breach of this Agreement by you (particularly, but without
limitation, with respect to the provisions hereof relating to the exclusivity
of your services and the provisions of Paragraph 8 of this Agreement).


 


(l)            Injunctive Relief.  In the event of a breach or threatened
breach of this Agreement, you hereby agree that any remedy at law for any
breach or threatened breach of this Agreement will be inadequate and,
accordingly, each party hereby stipulates that the other is entitled to obtain
injunctive relief for any such breaches or threatened breaches.  The injunctive relief provided for in this
paragraph 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’s issuance of an injunction.


 


(m)          Remedies Cumulative. The
remedies in this paragraph 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.


 


(n)           Attorneys’ Fees And Costs.  If either party brings an action to enforce,
interpret or apply the terms of this Agreement or declare its rights under this
Agreement, the prevailing party in such action, including all appeals, shall
receive all of its or his attorneys’ fees, experts’ fees, and all of its or his
costs, in addition to such other relief as may be granted.


 


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14.          Notices


 


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


 


	
  To Employer:

  	
   

  	
  3100 Ocean
  Park Boulevard

  
	
   

  	
   

  	
  Santa
  Monica, California 90405

  
	
   

  	
   

  	
  Attention:  Senior Vice President,

  
	
   

  	
   

  	
  Business
  Affairs and General Counsel

  
	
   

  	
   

  	
   

  
	
  To Employee:

  	
   

  	
  11 Via
  Emilia

  
	
   

  	
   

  	
  Newport
  Coast, CA  92657

  



 


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.


 


15.          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.


 


If the
foregoing accurately reflects our mutual Agreement, please sign where
indicated.


 


ACCEPTED AND AGREED
TO:


 


	
  Employer

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ronald Doornink 

  	
   

  	
  By:

  	
    /s/ Kathy Vrabeck 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kathy Vrabeck

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: 

  	
  11/9/03

  	
   

  
							



 


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