Exhibit
10.3





October 1, 2006


Robin Kaminsky

1606 1st Street
 Manhattan Beach, CA  90266


Dear Ms. Kaminsky:


This letter (“Agreement”) confirms the terms of your
employment by Activision Publishing, Inc. (“Employer”), on the terms and
conditions set forth below.


1.             Term


a)         The initial term of
your employment under this Agreement shall commence on October 1, 2006 (the “Effective
Date”) and expire on October 31, 2008 (the “Expiration Date”) unless earlier
terminated as provided in Paragraph 9 below or as may be extended as provided
in Paragraph 1(b) below (the “Employment Period”).


(b)       If, at any time between
the Effective Date and the Expiration Date, your Total Compensation exceeds
$6,000,000, Employer shall have the option to extend your employment under this
Agreement once for an additional one-year period, commencing on November 1,
2008 and expiring on October 31, 2009. 
For purposes of this Agreement, “Total Compensation” shall mean the
total of (i) your cumulative Base Salary from the Effective Date through the
date the $6,000,000 amount has been reached, (ii) your cumulative Annual
Bonuses through such date, (iii) the realized and unrealized gains (based upon
the closing price of the common stock of Activision, Inc. (“Activision”) as
reported on The NASDAQ Stock Market on the applicable date) from any and all
vested stock options issued to you under this Agreement, and (iv) the market
value of all vested restricted stock grants issued to you under this Agreement
plus the additional amounts you realized from the sale of any shares sold by
you which were the subject of such restricted stock grants.


(c)       Notwithstanding the
foregoing, in the event Employer decides not to extend your employment beyond
the Expiration Date, Employer will provide you written notice of that decision
at least 6 months prior to the Expiration Date.


2.             Compensation


(a)       In full consideration for all rights and
services provided by you under this Agreement, you shall receive the
compensation set forth in this Paragraph 2. Commencing on the Effective Date,
you shall receive an annual base salary of $468,000.  Thereafter, on June 1 of each year of the
Employment Period your annual base salary shall be increased to a minimum of an
amount equal to one hundred four percent (104%) of the base salary for the
prior year.


(b)       Base Salary payments shall be made in
accordance with Employer’s then prevailing payroll policy.  The base salary referred to in Paragraph 2(a)
shall constitute your minimum base 



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salary during the
applicable period.  On an annual basis,
your base salary shall be reviewed to determine if an increase above minimum is
appropriate. Your base salary may be increased above the minimum at any time if
Activision’s Board of Directors (or the Compensation Committee of such Board of
Directors), in its sole and absolute discretion, elects to do so.


(c)       Employer shall not be required to
actually use your services during the term of this Agreement.  You will not be permitted or authorized to
act on behalf of Employer if Employer is not utilizing your services unless
specifically authorized in writing to the contrary by Employer. All of your
obligations to Employer under this Agreement generally, and specifically with
regard to Paragraph 8, shall
continue throughout the term of this Agreement and shall remain in full force
and effect.  Moreover, you have an
obligation to abide by the terms of the Employee Proprietary Information
Agreement executed by you and Employer’s corporate governance policies.


(d)       You will receive a signing bonus of $35,000
payable within two weeks of the Effective Date.


(e)       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 term of this Agreement will 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
Activision’s Board of Directors (or the Compensation Committee of the Board of
Directors) and will be based upon 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 made by Activision’s
Board of Directors (or the Compensation Committee of the Board of Directors) in
its sole discretion. Employer’s overall financial performance will also be
considered in determining whether any of the Annual Bonus is awarded and, if
so, the amount. The Annual Bonus, if granted, is generally paid to employees in
May. Except as otherwise set forth in this Agreement, you must remain
continuously employed by Employer through the date on which the Annual Bonus is
paid to be eligible to receive such Annual Bonus. Any Annual Bonus shall be
subject to withholding.


(f)        Pursuant to the
Activision 2003 Incentive Plan (“Plan”), you will be granted a
non-qualified stock option (the “Option”) to purchase an aggregate of 300,000
shares of Activision’s common stock in two tranches.  As to the First Tranche of 200,000 shares
covered by the Option, such tranche will vest ratably over the three years
following the date on which the Option is granted to you (the “Option Grant
Date”), with one-third of the amount vesting each year on the anniversary of
the Option Grant Date.  As to the Second
Tranche of 100,000 shares covered by the Option, such shares will not vest
until the third anniversary of the Option Grant Date (subject to possible
earlier vesting of 25% of the Second Tranche vesting at the end of fiscal year
2007 and another 25% vesting at the end of fiscal year 2008 if Employee shall
achieve certain performance objectives to be mutually determined by you and
Employer for the fiscal years 2007 and 2008). 
The Option will have an exercise price per share that will be the market low on the grant date and will
be governed in all other respects by Activision’s standard form of stock option
agreement for similar grants.


(g)       You also will receive a
restricted stock grant (the “Stock Grant”) of 35,000 shares of Activision’s
common stock (the “Restricted Shares”). 
Such grant of Restricted Shares will vest in 



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two tranches.  As to the First Tranche of 23,333 shares
covered by the Stock Grant, such tranche will vest ratably over the three years
following the date on which the Stock Grant occurs (“Stock Grant Date”), with
one-third of the amount vesting each year on the anniversary of the Stock Grant
Date.  As to the Second Tranche of 11,667
shares covered by the Stock Grant, such shares will not vest until the end of
the third anniversary of the Stock Grant Date (subject to possible earlier
vesting of 25% of the shares vesting at the end of fiscal year 2007 and another
25% vesting at the end of fiscal year 2008 if Employee shall achieve certain
performance objectives to be mutually determined by you and Employer for the
fiscal years 2007 and 2008).


(h)       You may be eligible for such additional
stock option grants 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.


(i)        Employer will
continue to provide mortgage assistance (“Mortgage Assistance”) in the amount
of $7,500 (grossed-up in an amount sufficient to cover all tax liability you
incur as a result of the Mortgage Assistance) per month from the Effective Date
through the Expiration Date.


3.             Title


You are being
employed under this Agreement in the position of Executive Vice President,
Publishing of Employer and you will report to the Chief Executive Officer 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, which are, or have been, provided
to you.  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 Activision’s Employee Stock
Purchase Plan and Employer’s 401(k) plan (with Employer matching your
contributions to such 401K plan in accordance with Employer’s matching
policy).  In addition to the foregoing
benefits, Employer will provide you during the Employment Period, at Employer’s
expense, with a supplemental term life insurance 



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policy with a
benefit amount of $2,000,000 through a carrier of Employer’s choice. Nothing
paid to you under any such plans and arrangements (nor any bonus or stock
options which Activision’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. You
expressly agree and acknowledge that after the expiration or early termination
of the term of your employment under this Agreement, you are entitled to no
additional benefits, except as specifically provided: (a) by law; (b) in this
Agreement; and/or (c) under 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
or CAL-COBRA upon the expiration or earlier termination of this Agreement.  All benefits of every type referenced in
Paragraph 6 are hereinafter referred collectively as “Benefits”.


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) paid vacation days 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 term of
your employment, you will owe a duty of loyalty to Employer, which includes,
but is not limited to, your not competing 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)           Policy
Compliance. You confirm that you have read, understand and will
comply with the terms of Employer Corporate Governance Policies, including but
not limited to Code of Business Conduct and Ethics and Code of Ethics for
Senior Executive Officers, and any reasonable amendments thereto which you
receive.


(c)           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.



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(d)           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 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, you will
promptly deliver to Employer or surrender to Employer’s representative all
Employer property (which Employer acknowledges does not include contact information
that was in your possession when you joined Employer), including without
limitation, all documents and other materials (and all copies thereof) relating
to Employer’s business, all identification and access cards, all contact lists
and third party business cards however and wherever preserved, and any
equipment provided by Employer, 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 paragraph shall survive the expiration or
earlier termination of this Agreement.


(e)           Non-Competition.  During your Employment Period and for a
period of one year following the expiration of the Employment Period, you shall
not engage (including, without limitation, as an officer, director,
shareholder, owner, partner, joint venturer, member or in a managerial
capacity, or as an employee, independent contractor, consultant, advisor or
sales representative) in any Competitive Business (as hereinafter defined) in
the Territory (as hereinafter defined). For purposes of determining whether you
are permitted to be a shareholder of a corporation engaged in a Competitive
Business, the Executive’s direct or indirect ownership (alone or together with
a group) of less than 5% of the issued and outstanding securities of a company
whose securities are publicly-traded in any U.S. or non-U.S. securities
exchanges or quotation system shall be permitted. As used herein, the
term “Competitive Business” shall mean any business engaged in publishing and
distributing video games and entertainment software for personal
computers.  As used herein, the term “Territory”
shall mean:


(1) The following
counties in the State of California: Alameda, Alpine, Amador, Butte, Calaveras,
Colusa, Contra Costa, Del Norte, El Dorado, Fresno, Glenn, Humboldt, Imperial,
Inyo, Kern, Kings, Lake, Lassen, Los Angeles, Madera, Marin, Mariposa,
Mendocino, Merced, Modoc, Mono, Monterey, Napa, Nevada, Orange, Placer, Plumas,
Riverside, Sacramento, San Benito, San Bernardino, San Diego, San Francisco,
San Joaquin, San Luis Obispo, San Mateo, Santa Barbara, Santa Cruz, Shasta,
Sierra, Siskiyou, Solano, Sonoma, Stanislaus, Sutter, Tehama, Trinity, Tulare,
Tuolumne, Ventura, Yolo, and Yuba;


(2) Each and every
county or other political or geographical subdivision in the balance of the
United States of America and the dependent territories of the United States of
America; and


(3) Each and every
county or other political or subdivision in the world.



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(f)            Covenant Not to Solicit. 
During the Employment Period and for a period of two years following the
expiration of the Employment Period 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: (a) 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;
or (b) directly or indirectly solicit, induce or entice any client, customer,
contractor, licensor, agent, partner or other business relationship of Employer
to terminate, discontinue, renegotiate or otherwise cease or modify their
relationship with Employer. You expressly acknowledge and agree that the
restrictions contained in this paragraph are reasonably tailored to protect
Employer’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 reasonable in all circumstances for the protection of the
legitimate interests of Employer, the parties agree that the prohibitions shall
be in effect and upheld to the fullest extent permissible under applicable
laws.


9.               Termination


(a)       Employer.  At
any time during the Employment Period, Employer may terminate your employment
under this Agreement for Cause, defined as your (i) gross misconduct, (ii)
gross negligence in performance of job responsibilities, or (iii) conviction of
a felony.  In addition, but subject to
the provisions of Paragraphs 9(d)(iii) and 9(e)(ii) below, Employer may
terminate your employment under this Agreement at any time 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.  In
the case of any termination for Cause pursuant to clause (ii), Employer shall
give written notice of termination to you (“Notice of Cause Termination”), and
shall specify the date of such termination, which shall not be earlier than 45
days after the date on which notice is given to you.  Such notice shall specify the particular acts
or circumstances that purport to constitute Cause for such termination.  You shall be given the opportunity within 30
days after receiving such notice to explain why Cause for such termination does
not exist or to cure any such basis for Cause. 
Within 15 days after any such explanation, you will be given the final
decision, in writing, regarding whether Cause exists.  If the final decision is that Cause exists,
your employment with Employer shall be terminated under Paragraph 9(a)(ii)
pursuant to the Notice of Cause Termination as of the date of termination
specified in the notice.  If the final
decision is that Cause does not exist, your employment with Employer shall not
be terminated under Paragraph 9(a)(ii) pursuant to such Notice of Cause
Termination.


(b)       Employee.  You may terminate your employment under this
Agreement in the event of (i) Employer’s relocation to a location more than 25
miles from Los Angeles County; or, (ii) the material diminution of your job
duties.



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(c)       Death or Disability.  In the event of your death during the term of
this Agreement, this Agreement shall terminate and Employer shall be obligated
to pay only your estate or legal representative the amounts set forth in
Paragraph 9(d)(i) below and further comply with provisions of Paragraph
9(e)(iii).  In the event that you have or
develop a Disability, and such disability continues for a period of 120 or more
consecutive days or an aggregate of 120 or more days during any 12-month period
during the term of this agreement, then Employer shall have the right, at its
option, to terminate your employment under this Agreement, subject to the
provisions of Paragraphs 9(d)(ii) and 9(e)(iii) below. Unless and until so
terminated, during any period of Disability during which you are unable to
perform the essential functions of our job, even when provided such reasonable
accommodation as Employer can provide without undue hardship to Employer, 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.  “Disability” shall be
determined in accordance with the definitions set forth in the Employer’s
disability insurance policies and shall be determined by a physician mutually
agreed upon by you and Employer.  If you
and Employer are unable to agree on such a physician, you and Employer shall
each appoint one physician and those two physicians shall appoint a third
physician who shall make such a determination. 
You shall cooperate and make yourself available for any medical
examination reasonably required by Employer with respect to any determination
of your Disability.


(d)       Termination of Obligations
and Post Termination Payments. 
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 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 prior
fiscal year; (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 earned;
(iv) an amount equal to three hundred (300%) 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) continued Mortgage Assistance
payments through the Expiration Date; (vi) reimbursement of approved expenses
due to you pursuant to Paragraph 5; and (vii) continued Benefits for your
dependents, beneficiaries or estate as applicable, for 24 months following the
termination of your employment with 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.  For so
long as you do not become employed by a
corporation or other entity engaged in a Competitive Business or otherwise
become engaged directly or indirectly in a Competitive Business, all
payments and Benefits of every type referenced in this paragraph shall be
provided by Employer without any duty to mitigate on your part, and Employer
shall have no right to offset against such payments or Benefits any amount you
earn from any source following the ending of your employment with Employer.



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(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 prior fiscal year; (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 earned; (iv) reimbursement of approved expenses due to you pursuant to
Paragraph 5; (v) continued Mortgage Assistance payments through the Expiration
Date; (vi) an amount equal to three hundred (300%) 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 (vii) the long-term
monthly disability payments according to Employer’s benefit plan for
Executives; and (viii) continued Benefits for you and your dependents, for 24
months following the termination of your employment with Employer.  For so long as you do not become employed by a corporation or other entity engaged in a
Competitive Business or otherwise become engaged directly or indirectly in a
Competitive Business, all payments and Benefits of every type referenced
in this paragraph shall be provided by Employer without any duty to mitigate on
your part, and Employer shall have no right to offset against such payments or
Benefits any amount you earn from any source following the ending of your
employment with Employer.


(iii)                                           Compensation
upon Termination Without Cause.  In
the event your employment under this Agreement is terminated by Employer
without Cause, or by you pursuant to Paragraph 9(b), then you shall receive:
(i) the Base Salary through the date of your termination; (ii) any unpaid
Annual Bonus for any prior fiscal year; (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 earned; (iv) continued Mortgage Assistance payments
through the Expiration Date; (v) reimbursement of approved expenses due you
pursuant to Paragraph 5; and (vi) 100% of the Base Salary payable to you from
the date of termination through the Expiration Date (or a minimum of 12 months
salary whichever amount is greater) 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 to be paid on a salary continuation basis as and
when normally paid by Employer; and (vii) continued Benefits for you and your
dependents, for 24 months following the termination of your employment with
Employer.  For so long as you do not become
employed by a corporation or other entity
engaged in a Competitive Business or otherwise become engaged directly or
indirectly in a Competitive Business, all payments and Benefits of every
type referenced in this paragraph shall be provided by Employer without any
duty to mitigate on your part, and Employer shall have no right to offset
against such payments or Benefits any amount you earn from any source following
the ending of your employment with Employer.



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(iv)                                          Compensation
upon Termination For Cause. In the event your employment under this
Agreement is terminated by Employer for Cause, then you shall receive: (i) the
Base Salary, Benefits and Mortgage Assistance through the date of your
termination; and (ii) reimbursement of approved expenses due you pursuant to
Paragraph 5.


(v)                                             Payment Limitations. Notwithstanding the foregoing, to the
extent any of the provisions of this Paragraph 9(d) allow for payments of Base
Salary, Annual Bonus or Mortgage Assistance subsequent to your termination,
such payments will occur and continue only for so long as you do not become
employed at any time subsequent to your termination by a corporation or other entity engaged in a Competitive Business or
otherwise become engaged directly or indirectly in a Competitive Business.  All such payments shall be provided by
Employer without any duty to mitigate on your part, and Employer shall have no
right to offset against such payments any amount you earn from any source
following the ending of your employment with Employer.


(e)       Disposition of Stock Options and Restricted Shares
Upon Termination.  Upon termination of your employment for any
reason, the following terms shall apply to the stock options issued to you
pursuant to this Agreement under Paragraph 2(f) and Restricted Shares issued to
you pursuant to Paragraph 2(g), respectively:


(i)                                     In the event of termination of your
employment for Cause, all unvested stock options and unvested Restricted Shares
granted to you under this Agreement, shall expire immediately on the date of
termination of your employment and all such unvested stock options and unvested
Restricted Shares shall immediately be cancelled and no longer continue to vest
or be exercisable as of the date of termination of your employment;


(iii)                               In the event of termination of your
employment by Employer Without Cause or by you pursuant to Paragraph 9(b):


(1)                                  All stock options granted to you under this
Agreement shall continue to vest and be exercisable for a period of 24 months
in accordance with same respective vesting schedules and under same terms had your
employment not been terminated.


(2)                                  You will be allowed to continue to vest
Restricted Shares for a period of 24 months in accordance with same respective
vesting schedule under the same terms had your employment not been terminated.


(3)                                  Your
new hire option grant (grant #01000230) shall
vest immediately the number of options that would have vested over the course
of the next 24 months had your 



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employment not been
terminated, and will be exercisable on the same terms as would have applied had
your employment not been terminated.


(4)                                  To the extent any of the provisions of this
Paragraph 9(e)(ii) allow vesting of Restricted Shares and vesting and exercise
of stock options subsequent to your termination, such vesting and/or will occur
and/or continue only for so long as you do not become employed at any
time subsequent to your termination by a
corporation or other entity engaged in a Competitive Business. Should you become
employed at any time subsequent to your termination without cause by a corporation or other entity engaged in a
Competitive Business or otherwise become engaged directly or indirectly in a
Competitive Business, (a) all  stock
options and Restricted Shares granted to you under this Agreement shall cease
to vest immediately as of the date of 
such  employment, (b) all then
unvested stock options and Restricted Shares shall be cancelled, and only
vested stock options shall continue to be exercisable until the earlier of (i)
the end of the 30th day after you commence engaging in a Competitive Business,
or (ii) 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.
Notwithstanding the foregoing, in the event such employment or engagement in a
Competitive Business is in breach of Paragraph 8(d) of this Agreement, then all
unvested Restricted Shares and unvested stock options granted to you under this
Agreement shall expire immediately on the date you commence engaging in a
Competitive Business and all such unvested Restricted Shares and unvested stock
options shall immediately be cancelled and no longer continue to vest or be
exercisable as of the date of your employment or engagement in a Competing
Business.


(iii)                               In the event of your termination of
employment by reason of your death or disability:


(1)                                  All stock options granted to you under this
Agreement shall continue to vest and be exercisable for a period of 24 months
in accordance with same respective vesting schedules and under same terms had
your employment not been terminated.


(2)                                  Your
new hire option grant (grant #01000230) shall
vest immediately the number of options that would have vested over the course
of the next 24 months had your employment not been terminated, and will be
exercisable on the same terms as would have applied had your employment not
been terminated.



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(3)                                  You will be allowed to continue to vest
Restricted Shares for a period of 24 months in accordance with same respective
vesting schedule under the same terms had your employment not been terminated.


10.          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.


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.


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.          Successors


(a)           This Agreement is personal to you and without the prior
written consent of Employer shall not be assignable by you otherwise than by
will or the laws of descent and distribution. 
This Agreement shall inure to the benefit of and be enforceable by your
legal representatives.


(b)           This Agreement shall inure to the benefit of and be
binding upon Employer and its successors and assigns, including any successor
by reason of merger, sale of all or substantially all of the assets of Employer
or by operation of law.


14.          Minimum Ownership Position


At all times
during the term on or after the first anniversary of the Effective date, you
shall make a good-faith effort to own a number of shares of Activision’s common
stock that have an “aggregate market value” which is at least equal to one
times your annual Base Salary as set forth in Paragraph 2(a). All Activision
restricted stock grants to you shall be included for these purposes in the
foregoing calculation.  Employer shall in
good faith monitor such ownership position. 
You also agree to comply with any additional reasonable stock ownership
guidelines that may be adopted by the Board of Directors and apply to Employer’s
senior executives.



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15.          General Provisions


(a)       Entire Agreement.  This Agreement 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 you.  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.


(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)       Expiration.  This Agreement does not constitute a commitment
of Employer with regard to your employment, express or implied, other than to
the extent expressly provided for herein. 
Upon expiration of the term of this Agreement, it is the contemplation
of both parties that your employment with Employer shall cease, and that
neither Employer nor you shall have any obligation to the other with respect to
your continued employment.  In the event
that your employment continues for a period of time following the term unless
and until agreed to in a new subscribed written document, such continuation of
your employment shall be “at will,” and may be terminated without obligation at
any time by either party giving notice to the other.


(f)        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.


(g)       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.


(h)       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 County, California. 
The parties hereto expressly submit and consent in advance to such
jurisdiction 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 County, California, is an inconvenient or an improper forum.



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(i)        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.


(j)        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 Employer’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 Employer and not on your behalf.


(k)       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, fully understand its terms and contents and have
had the opportunity to ask Employer about any questions, concerns or issues you
may have on connection with this Agreement or its terms.


(l)        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 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).


(m)          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 Paragraph 8 of this
Agreement you agree that any remedy of law would be inadequate. 
Accordingly you agree that Employer is entitled to obtain injunctive relief for
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.


(n)           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.


(o)       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 your attorneys’
fees, experts’ fees, and all of its or your costs, in addition to such other
relief as may be granted.



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(p)           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.


17.          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 You:

  	
   

  	
  1606 1st Street

  Manhattan Beach, CA  90266

  



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.


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


ACCEPTED
AND AGREED TO:


	
  Employer

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  
	
  ACTIVISION PUBLISHING, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  George Rose

  	
   

  	
  Robin Kaminsky

  
	
   

  	
  General Counsel

  	
   

  	
   

  



 



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