Exhibit 10.7


 


December 1, 2007


 


Mr. Michael Griffith


c/o Activision, Inc.


3100 Ocean Park Boulevard


Santa Monica, CA 90405


 


Re:          Employment
Agreement Amendment


 


Dear Mike:


 


As you are aware, Activision, Inc. (“Activision”),
Vivendi, S.A., a Societe Anonyme organized under the laws of France (“Vivendi”), Vivendi
Games Acquisition Company LLC, a limited liability company organized under the
laws of the State of Delaware (“Vivendi LLC”), Vivendi Games, Inc., a Delaware
corporation (“Games”),
and Sego Merger Corporation, a Delaware corporation (“Merger Sub”), have
proposed to enter into a Business Combination Agreement (“BCA”) in order to
combine the respective businesses of Games and the Company, pursuant to which,
among other things, (i) Vivendi shall purchase (the “Share Purchase”) from
the Company a number of newly issued shares of common stock, par value
$0.000001 per share, of the Company (“Company Common Stock”) and (ii) Merger Sub
shall be merged with and into Games (the “Merger” and, together with the Share
Purchase, the “Combination
Transactions”) pursuant to which (x) each share of common stock,
par value $0.01 per share, of Games shall be converted into the right to
receive a number of shares of Company Common Stock equal to the Exchange Ratio
(as defined in the BCA) and (y) Games shall become a wholly-owned subsidiary of
the Activision.


 


You currently provide services as President and Chief Executive Officer
of Activision Publishing, Inc. (the “Company”),
a wholly-owned subsidiary of Activision, pursuant to an Employment Agreement
between you and the Company, effective as of June 15, 2005 (the “Employment Agreement”). The purpose
of this letter agreement (the “Agreement”)
is to provide additional inducement for you to remain in the ongoing employ of
the Company, and shall serve as an addendum to the Employment Agreement.


 


All capitalized terms not otherwise defined in this Agreement shall
have the meaning ascribed to them in the Employment Agreement. Further, all
share quantities referred to in paragraph 1 of this Agreement below are as they
were on June 15, 2005 with the understanding that adjustments for stock splits
since that date will be applied.


 


1.             Section
2(e) of the Employment Agreement shall be amended  restated in its entirety as follows:


 


“(e)         As an inducement to enter into this
Agreement, pursuant to the Activision 2003 Incentive Plan (the “Plan”), you
will, on or before the Effective Date, be granted a non-qualified stock option
(the “Option”) to purchase an aggregate of


 

















 


1,000,000
shares of Activision’s common stock in two tranches of 350,000 shares each and
one tranche of 300,000 shares.


 


(i)            The first tranche
of 350,000 shares covered by the Option shall vest ratably over four years
following the Effective Date, with 20% of the amount vesting on June 15, 2006,
June 15, 2007 and June 15, 2008, respectively, and 40% vesting on June 15, 2009.


 


(ii)           The second tranche
of 350,000 shares covered by the Option shall vest in its entirety on June 15,
2009 (on a “cliff-vesting” basis), subject to possible earlier vesting in three
equal annual installments if Employee shall achieve certain performance
objectives to be mutually determined by you and Employer for the fiscal years
2007, 2008 and 2009).


 


(iii)          The third tranche
of 300,000 shares covered by the Option shall vest in its entirety on June 15,
2009 (on a “cliff-vesting” basis).


 


The Option
will have an exercise price per share that will be the fair market value on the
grant date and will be governed in all other respects by (and you agree to enter
into) Activision’s standard form of stock option agreement for similar grants
of “inducement” options.”


 


2.             The vesting
schedule applicable to the restricted stock granted to you pursuant to Section
2(g) of the Employment Agreement shall be amended as follows:


 


“, which
restricted stock grant will vest in two installments, with one-third (1⁄3) of
the shares to vest on the third anniversary of the Effective Date and two-thirds
(2⁄3) of the shares to vest on the fourth anniversary of the Effective Date.”


 


3.             The reference to
Section 9(a) in Section 2(i) of the Employment Agreement shall be interpreted
as applying only to a termination of your employment by the Employer for Cause.


 


4.             Upon consummation
of the Combination Transactions (the “Consummation Date”),
Acitivision will grant you fifty thousand (50,000) non-qualified options (the “New Options”) to purchase the Common
Stock, provided that you are continuously employed by Activision or its
subsidiaries and affiliates (the “Company Group”)
through the Consummation Date. The New Options will be granted pursuant to, and
subject to the terms and conditions of, Activision’s 2007 Incentive Plan (the “2007 Plan”) and Activision’s
standard form of executive stock option agreement (the “Option
Agreement”). The term of the New Options shall be ten (10) years
from the Consummation Date, unless cancelled prior to such date in accordance
with the 2007 Plan or the Option Agreement. The exercise price of the New
Options shall be the closing price of the Common Stock as quoted on the NASDAQ
National Market on the third business day following the Consummation Date. The
New Options shall vest in three equal annual installments, with one-third
(1⁄3) of the New Options vesting on each of the first, second and third
anniversaries of the Consummation Date, provided that you are continuously
employed by the Company Group through the applicable vesting date.


 

















 


5.             On the Consummation
Date, Activision will grant you fifty thousand (50,000) Restricted Stock Units
(“RSUs”) provided that you are
continuously employed by the Company Group through the Consummation Date. The
RSUs will be granted pursuant to, and subject to the terms and conditions of,
the 2007 Plan and Activision’s standard form of RSU agreement (the “RSU Agreement”). Each RSU shall
represent the right to receive one share of Common Stock. The RSUs shall vest
in full on June 30, 2010 (the “Vesting Date”)
provided that you are continuously employed by the Company through the Vesting
Date.


 


6.             This Agreement
shall become effective on the Consummation Date. In the event that the Combination
Transactions are not consummated, this Agreement shall have no force and effect
and your Employment Agreement shall remain as in effect on the date of this Agreement.
Moreover, you shall have no entitlement to, and neither Activision nor the
Company shall be obligated to grant to you, the New Options or the RSUs if the Combination
Transactions are not consummated.


 


7.             Except as otherwise
set forth in this Agreement with regard to the terms set forth above, the
Employment Agreement and the terms and conditions thereof shall remain in full
force and effect.


 


[SIGNATURE PAGES BEGIN ON THE FOLLOWING PAGE]


 

















 


Please sign the enclosed copies of this Agreement amendment and return
one of them to us to confirm your acceptance and agreement to the foregoing.


 


 


	
   

  	
  ACTIVISION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert A. Kotick

  	
   

  
	
   

  	
  By:    Robert A. Kotick

  
	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Michael Griffith

  	
   

  	
   

  
	
  Michael Griffith

  	
   

  
	
  President and Chief Executive Officer