Exhibit 10.1


 


AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT


 


Thomas Tippl


 


This
Amendment No. 2 to Employment Agreement (this “Amendment No. 2”)
is entered into by and between Thomas Tippl (“You”  or  “Employee”) on the one hand, and Activision Publishing, Inc.
(“ATVI Publishing”) and  Activision Blizzard, Inc. a Delaware
corporation and the owner of 100% of the outstanding capital of ATVI Publishing
(“Activision Blizzard” or “Employer”) and is effective as of as of the day on which
this Amendment No. 2 been executed by all parties hereto, as indicated by
reference to the dates on the signature lines hereof.


 


RECITALS:


 


Employee
and ATVI Publishing entered into an Employment Agreement dated as of September 9,
2005 and amended that agreement as of December 15, 2008 (as amended, the “Agreement”).


 


The
original Expiration Date of the Agreement as set forth therein is September 30,
2010.


 


For
consideration described below, the sufficiency and adequacy of which is hereby
acknowledged, Employer and ATVI Publishing desire to assign this Agreement in
its entirety to Activision Blizzard, Activision Blizzard desires to accept such
assignment, and 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.                                 Assignment: 
ATVI Publishing hereby assigns all of its
rights, title and interest in this Agreement to Activision Blizzard and
Activision Blizzard hereby accepts such assignment in its entirety including
without limitation all of ATVI Publishing’s obligations thereunder. Employee
hereby acknowledges that no consent of Employee to such assignment is required
under the terms of Paragraph 12 of the Agreement.


 


2.                                 Term:  Paragraph 1 is here by amended in its
entirety to state as follows:


 


The new term of your
employment under this Employment Agreement (the “Extended
Employment Period”) shall be deemed to commence on February 15,
2009 (the “New Effective Date”), and shall
expire on  April 15, 2014 (the “New Expiration Date”), unless earlier terminated as provided
in Paragraph 9 below.


 


3.                                 Salary:


 


a.               Section 2(a) of
the Agreement is hereby amended to add the following:


 


As of the New Effective Date, the
Employee’s annual base salary (“New Base Salary”)
shall be Seven Hundred Fifty Thousand Dollars ($750,000).
Thereafter, on each annual anniversary of the New Effective Date during the 


 

















 


Extended Employment Period, your New Base
Salary shall be automatically increased (but not decreased) by an amount equal
to the average percentage increase approved by the Compensation
Committee of Activision  Blizzard’s Board
of Directors (the “Compensation Committee”)
in the base salaries of the members of Activision Blizzard’s executive
leadership team most recently implemented with respect to the fiscal year in
which such anniversary of the New Effective Date occurs excluding for these
purposes (i) increases that are required or guaranteed by contract and (ii) increases
in base salaries in connection with a promotion or other significant
modification in an executive’s duties.


 


b.              Section 2(d) is
hereby deleted in its entirety.


 


c.               Section 2(e) is
hereby amended to add the following:


 


As of the New Effective Date, the
Employee’s target Annual Bonus (“New Annual Bonus”)
will be 100% of the then applicable New Base
Salary, provided that the actual amount of the New Annual Bonus, if any, is
within the sole and absolute discretion of Activision Blizzard’s Board of
Directors (or the Compensation Committee) and will be based upon your
achievement of certain mutually agreed objectives and goals and/or your
contribution to the success of Activision Blizzard’s financial and business
objectives and goals for the fiscal year with respect to which the New Annual
Bonus is calculated, such determination to be made by Activision Blizzard’s
Board of Directors (or the Compensation Committee) in its sole discretion.


 


d.              Section 2(f) is
hereby amended by adding the following:


 


Subject to the
approval of the Compensation Committee, the Employee will be granted a
non-qualified stock option (the “New Option”) to
purchase an aggregate of 1,200,000
shares of the common stock of Activision Blizzard.  One-fifth of the New Option will vest in
equal installments on each of February 15, 2010, February 15, 2011, February 15,
2012, February 15, 2013 and February 15, 2014, subject to your
remaining employed by Activision Blizzard through the applicable vesting
date.  Employee acknowledges that the
grant of the New Option is expressly conditioned upon approval by the
Compensation Committee, and that the Compensation Committee has discretion to
approve or disapprove the grant of the New Option and/or to determine and make
modifications to the terms of the New Option. 
The New Option shall be subject to all terms of the equity incentive
plan pursuant to which it is granted and Activision Blizzard’s standard forms
of award agreement.


 


e.               Section 2(g) is
hereby amended by adding the following:


 


The Employee will
receive a restricted stock grant of 150,000 shares
of Activision Blizzard’s common stock (the “New
Restricted Shares”). 
One-fifth of the New Restricted Shares will vest in equal installments
on each of February 15, 2010, February 15, 2011, February 15,
2012, February 15, 2013 and February 15, 2014, subject to your
remaining employed by Activision Blizzard through the applicable vesting
date.  Employee acknowledges that the
grant of 


 

















 


the New Restricted
Shares is expressly conditioned upon approval by the Compensation Committee,
and that the Compensation Committee has discretion to approve or disapprove the
grant of the New Restricted Shares and/or to determine and make modifications
to the terms of the New Restricted Shares. 
The New Restricted Shares shall be subject to all terms of the equity
incentive plan pursuant to which it is granted and Activision Blizzard’s
standard forms of award agreement.


 


f.                 Section 2(h) is
hereby deleted in its entirety.


 


g.              A
new Section 2(j) is hereby added:


 


The Employee will receive a restricted
stock grant of 80,000 shares of Activision
Blizzard’s common stock (the “Performance Shares”).  The Performance Shares will vest in their
entirety on February 15, 2010, if (and only if) the non-GAAP earnings per
share of Activision Blizzard for the year ended December 31, 2009, as
reported as such in the press release issued by Activision Blizzard for that
period, is greater than or equal to $0.68, subject to your remaining employed
by Activision Blizzard through such vesting date.  Employee acknowledges that the grant of the Performance
Shares is expressly conditioned upon approval by the Compensation Committee,
and that the Compensation Committee has discretion to approve or disapprove the
grant of the Performance Shares and/or to determine and make modifications to
the terms of the Performance Shares.  The
Performance Shares shall be subject to all terms of the equity incentive plan
pursuant to which it is granted and Activision Blizzard’s standard forms of award
agreement..


 


4.                                 Appointment; Title.


 


Section 3 is
hereby amended in its entirety to provide as follows:


 


Employee is hereby
being employed under this Agreement in the position of Chief Corporate Officer
and Chief Financial Officer of Activision Blizzard.  You shall report to the President and Chief
Executive Officer of Activision Blizzard.


 


5.                                 Other Benefits:  Section 6 shall be amended to provide that
Employee will be provided during the Extended Employment Period, at Activision
Blizzard’s or ATVI Publishing expense, with a supplemental term life insurance
policy with a benefit amount of $3,000,000 through carrier of Activision
Blizzard’s choice (in lieu of the $2,000,000 policy currently provided pursuant
to Section 6).


 


6.                                 Waiver of Non-Competition:  The parties hereby agree that provision of
Paragraphs 8(e) and 9(e)(vi) of the Agreement are hereby waived to
the extent they apply to employment subsequent to termination of the Agreement,
provided that in the event during the Extended Employment Period the laws and
regulation of the State of California are changed such that provisions of
post-termination non-competition become enforceable, this Agreement shall be
amended to provide for such provision to the fullest extent the law then
allows.


 

















 


7.                                 Exhibit A:  The “Valuation Limit” will be calculated
based on the number of whole months actually worked beginning from “Effective
Date” (i.e., the initial date of Employee’s
employment in 2005) and through the date of termination. The Employer and
Employee agree that for purposes of calculating the “Aggregate Earned Limit”,
the parties shall use all restricted shares and stock options that may be
granted to Employee during the Extended Employment Period, including without
limitation, New Restricted Shares and New Stock Options. The Employer and
Employee agree that for purposes of calculating the “Future Shares Value”, the
parties shall use all restricted shares that may be granted to Employee during
the Extended Employment Period, including without limitation, New Restricted
Shares. The Employer and Employee agree that for purposes of calculating the “Future
Options Value”, the parties shall use all stock options that may be granted to
Employee during the Extended Employment Period, including without limitation,
New Stock Options.


 


8.                                 Use of Defined Terms:  The parties agree that, with respect to the
Agreement as amended by this Amendment No. 2, except with respect to
Sections 2 and 6 of the Agreement:


 


a.               All references to the “Employment Period”
shall be deemed to be references to the “Extended Employment Period”


 


b.              All references to “Expiration Date” shall be
deemed to be references to the “New Expiration Date”)


 


c.               All references to “Base Salary” shall be
deemed to be references to the “New Base Salary”)


 


d.              All references to “Restricted Shares” shall
be deemed to include the “New Restricted Shares” (in addition to the “Restricted
Shares”)


 

















 


Except
as specifically set forth in this Amendment No. 2, the 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 No. 2,
then the terms and provisions of this Amendment No. 2 shall in all events
control.


 


 


AGREED AND ACCEPTED:


 


	
  Employee:

  	
  Employer:

  
	
   

  	
   

  
	
   

  	
  Activision
  Blizzard, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Thomas Tippl

  	
   

  	
  /s/
  George L. Rose

  
	
  Thomas
  Tippl

  	
   

  	
  George
  L. Rose

  
	
  Date:

  	
  April 15,
  2009

  	
   

  	
  Chief
  Legal Officer

  
	
   

  	
   

  	
   

  	
  Date:

  	
  April 15,
  2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Activision
  Publishing, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  George L. Rose

  
	
   

  	
  George
  L. Rose

  
	
   

  	
  Chief
  Legal Officer

  
	
   

  	
  Date:

  	
  April 15,
  2009