Exhibit 10.44


September 6, 2006


Brian Hodous


Address


Address


Dear Brian:


This letter is to
confirm our mutual understanding with regard to Activision Inc.’s (“the Company”)
current plans and the compensation and benefits for your international
assignment as a Chief Customer Officer in Stockley Park, UK.


Immigration


Your international
assignment is subject to your obtaining the appropriate work/residency permits
as well as your voluntary acknowledgment that your assignment, compensation and
benefits have been explained to you.


Assignment
start date


The anticipated
effective date of this assignment is October 1, 2006, or upon receipt of the
proper work/residency permits.


Duration
of assignment


It is anticipated
that this assignment will last for one (1) year, although business conditions
and other factors may require that this period of time be reduced or
extended.  Should this assignment last
longer than currently anticipated, any applicable differentials and/or allowances
will be re-evaluated at the Company’s discretion at that time.


Terms and
conditions


During your
international assignment, your employment will remain consistent with the
Company’s employment policies and practices, which may be revised from time to
time at the Company’s discretion.


ASSIGNMENT-RELATED
BENEFITS


The following are the
specific details relative to your international assignment, which have been
determined by the Company:


Base
salary


Your annualized
base salary will be US$375,000.00 and will be delivered to you via home country
payroll.  Your next salary review will be
October 1, 2007.  Subsequent salary
reviews will be conducted in accordance with the Company’s home country
guidelines.


Variable
pay


You will have a bonus
opportunity of 75%, based on Company targets and consistent the provisions of
the Company’s annual discretionary bonus plan as previously communicated to
you.













Cost of
living allowance (COLA)


You are eligible
for a cost of living allowance.  This
amount is based on your family size with you on assignment, your annual base
salary and on consideration of the goods and services cost differential between
your home and host locations (United States vs. United Kingdom).


For the
commencement of your assignment, the COLA will be US$47,739.00 on an annualized
basis.  This allowance will be
re-evaluated twice per year and anytime throughout the year if the exchange
rate fluctuates by at least 5% over a four consecutive week period.  The Company will pay any income tax due on
this payment.


Housing
allowance


You will be
provided with a housing allowance of up to £5,675.00 per month to include
utilities.  Such allowance will be based
on your actual accommodation costs in the UK, and no cash will be paid to you
should you secure less expensive accommodation. 
This allowance will apply from date you occupy permanent housing in the
UK.  The Company will pay any income tax
due on this payment.


Home
country housing deduction


This amount is
still to be determined.


Utilities
allowance


The
Company will pay your utilities in the UK directly, including Council Tax and
telephone.  The Company will pay any
income tax due on this benefit.


Mobility
premium


You will receive a
one-time mobility premium in the amount of US$15,000.00, and the Company will
pay any applicable income tax on this payment. 
This allowance is intended as recognition of your relocation and
enhanced value to Activision as an international assignee.


Household
goods


The Company will
pay for the removal of your personal effects from the US to the UK, up to a 40’
container and a 1,000 lb. air shipment. 
Some items will be excluded from transportation (such as a wine
collection or a boat), and this will be explained to you by the Company’s
selected vendor.


Household
goods storage


You are entitled
to storage of household items you do not take with you to the UK.  Some items will be excluded from company-paid
storage (such as a wine collection, a boat, items of unusual value, etc.), and
this will be explained to you by the Company’s selected vendor.


Vacation
entitlement


During your assignment,
you will be eligible for the host country vacation entitlement.  You will take vacation based on the needs of
the business and with customary management approval.


Public
holidays


While on
assignment, UK public holidays will replace those of the US.  The current UK public holiday schedule
includes 14 holidays per year.


Home
leave


You and your
spouse will each be entitled to one return flight home for each twelve months
of your assignment, except in the year of repatriation.   For the first twelve months of your
assignment, you and your spouse will be allowed one trip home.  Class of travel will be in line with the
Company’s travel policy.



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Host
country auto benefit


While on
assignment you will be entitled to receive your choice of:


1.     Car allowance of
£540.00 monthly or


2.     Company
car lease with choice of company car, and reimbursement of fuel, maintenance
and insurance costs up to a total monthly amount of £540.00.


If you are not
currently eligible for a car allowance/company car in the US, you will contribute
an automobile deduction to offset the cost of your UK transportation.  The amount of the deduction will be based on
the actual cost of your monthly car payments and insurance, and will be
deducted via US payroll.


Health
and welfare benefits


You will be
maintained in the US health and benefit plans (e.g. medical, dental, vision,
life, etc.), whenever possible.  If this
is not possible, you be eligible to participate in an equivalent UK benefit
plan if offered.  We will reimburse for a
health club membership up to $4,000 USD.


Sick pay


You will continue
to remain eligible for the Company’s US sick time policy as currently in place.


Long term
disability coverage


You will continue
to remain eligible for the Company’s US LTD plan coverage as currently in place
pending insurance carrier approval.


401(k)
plan


During this
international assignment, provided you remain on US payroll, you may continue
to participate in the Company’s 401(k) plan including contributing on a pre-tax
basis and receiving the corresponding Company match contributions per the plan
document.


Social
security


You will be able
to continue to contribute to the US Social Security system (OASDI and Medicare),
in line with the totalization agreement between the US and the UK.


Cultural
training


You and your
spouse will be provided with cultural awareness training for your
assignment.  The training will be
arranged with the appropriate external organization selected by the Company.


Loss on
sale of auto


The Company will
reimburse you for the loss on sale of one auto for you and one for your spouse
(if applicable).  The reimbursement will
be equal to the difference between the average wholesale value and the actual
sales price of the vehicle(s), not to exceed the difference between the average
retail and wholesale/trade-in value(s) of the automobile(s).  Such reimbursement will be paid upon the
submission of all appropriate documentation. 
The Company will pay any income tax due on this payment.



 3
 









Destination
services


The
Company has engaged a destination services company to assist in your
relocation.  These services include but
are not limited to community orientation, home search and assistance with
securing drivers licenses.


Temporary
accommodation in the U.K.


If
necessary, you are entitled to forty-five (45) days in temporary housing upon
relocation to the UK.  The Company will
pay for your accommodations up to a maximum of £7,271.00.  Throughout the duration of your stay in
temporary accommodation, the Company will cover the cost of reasonable meals and
incidental expenses (up to a maximum of £182.00 per day total for you and your
spouse).  The Company will pay any income
tax due on this payment.


Spousal
assistance


Provided your
spouse is gainfully employed at the commencement of your assignment, the Company
will reimburse the cost of spousal assistance related to re-training,
maintaining home country qualifications, continuing education credits, career
consulting, etc.  Such reimbursement will
be made upon the submission of all receipts, up to a maximum of US$7,500.00 per
annum.  The Company will pay any income
tax due on this payment.


Repatriation
allowance


You will receive a
one-time repatriation allowance equal to one half (1/2) month’s new base
salary, not to exceed US$7,500.00.  This
allowance is intended to cover incidental costs incurred as a result of your
relocation not otherwise reimbursed by the Company.  The Company will pay any income tax due on
this payment.


Tax
equalization


The Company’s tax
equalization policy will apply during your assignment.  The policy essentially keeps you in the same
tax position as if you had remained in the US.  Hypothetical tax, which will be calculated in
a manner similar to actual US Federal and California income tax, will be withheld
from your monthly pay via US payroll.


You will pay
hypothetical tax on compensation items that you would have received had you
remained in the US.  These items include,
but are not limited to base salary, bonus, stock option income, etc.


The Company will
pay the tax on all other items of compensation mentioned in this letter.  The Company shall also be responsible for the
UK income tax liability on all items of Company compensation.


Activision, Inc.
will use the services of Deloitte to prepare your UK and applicable US income
tax returns.  The Company will pay the
cost of this service.


The Company will
also pay for the services of Deloitte to administer all aspects of your
international assignment.  Your primary
Deloitte contact is Eva Blanc, who can be reached at 408-704-2587; eblanc@deloitte.com.


Please note, if
you leave the Company on a voluntary basis and in breach of your Employment
Agreement within one year of your relocation to the UK, you will be required to
reimburse Activision, Inc. for 100% of all one-time relocation expenses
incurred by the Company.  Should you
leave on a voluntary basis and in breach of your Employment Agreement within
the second year of your relocation, you will be required to repay 50% of all
relocation expenses incurred by the Company.



 4
 









Activision, Inc.
will pay the costs associated with your repatriation back to California, US (e.g.
airfare, household goods, temporary living, etc.), provided you either remain
employed by the Company or be involuntarily terminated by the Company at the
time of the repatriation.


In order to
acknowledge your voluntary acceptance of this assignment, please sign and date
this document and return it to me. 
Changes to this letter, your employment status, and your international
assignment are only effective if they are in writing and signed by me.  I wish you the very best with your assignment
in the UK.


Sincerely,


Sandy Digilio


Sr. Director, Global
Compensation & Benefits


cc:       Heather Rangel, Deloitte Tax LLP


            Jeff Adams, Deloitte Tax LLP


	
  

  	
   

  
	
  Brian Hodous

  
	
   

  
	
   

  
	
   

  	
   

  
	
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