THE COMPANY WITH OR
INTO ANY OTHER CORPORATION, ALL AS THOUGH SUCH SUCCESSORS AND ASSIGNS OF THE
COMPANY AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS WERE THE COMPANY. INSOFAR AS
THE EXECUTIVE IS CONCERNED, THIS AGREEMENT, BEING PERSONAL, CANNOT BE ASSIGNED;
PROVIDED, HOWEVER, THAT THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE EXECUTIVE AND HIS EXECUTORS, ADMINISTRATORS AND LEGAL
REPRESENTATIVES.
(I)
EXPIRATION. THIS AGREEMENT DOES NOT CONSTITUTE A COMMITMENT OF
THE COMPANY WITH REGARD TO THE EXECUTIVE'S EMPLOYMENT, EXPRESS OR IMPLIED, OTHER
THAN TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN. UPON THE EXPIRATION DATE, OR,
IF EARLIER, THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT
PURSUANT TO SECTION 5, NEITHER THE COMPANY NOR THE EXECUTIVE SHALL HAVE ANY
OBLIGATION TO THE OTHER WITH RESPECT TO THE EXECUTIVE'S CONTINUED EMPLOYMENT.
(J)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE AN ORIGINAL, BUT TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
(K)
HEADINGS. THE HEADINGS AND CAPTIONS SET FORTH IN THIS AGREEMENT
ARE FOR EASE OF REFERENCE ONLY AND SHALL NOT BE DEEMED TO CONSTITUTE A PART OF
THE AGREEMENT FORMED HEREBY OR BE RELEVANT TO THE INTERPRETATION OF ANY
PROVISIONS OF THIS AGREEMENT.
(L)
SATURDAYS, SUNDAYS AND HOLIDAYS. WHENEVER ANY DETERMINATION IS TO
BE MADE OR ACTION TO BE TAKEN ON A DATE SPECIFIED IN THIS AGREEMENT, IF SUCH
DATE SHALL FALL UPON A SATURDAY, SUNDAY OR A LEGAL HOLIDAY IN THE STATE OF NEW
YORK, THE DATE FOR SUCH DETERMINATION OR ACTION SHALL BE EXTENDED TO THE FIRST
(1ST) BUSINESS DAY IMMEDIATELY THEREAFTER.
(M)
SURVIVABILITY. THE PROVISIONS OF SECTIONS 7, 8, 9, 10, 11, 12, 13,
14, 15, 16, AND 17(C) SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS
AGREEMENT.
(N)
LEGAL COUNSEL; RIGHT TO NEGOTIATE. THE EXECUTIVE ACKNOWLEDGES THAT
HE HAS BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OR ANY OTHER
ADVISOR OF HIS OWN CHOOSING REGARDING THIS AGREEMENT. THE EXECUTIVE UNDERSTANDS
AND AGREES THAT ANY ATTORNEY RETAINED BY THE COMPANY OR ANY 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 THE EXECUTIVE'S BEHALF. THE EXECUTIVE
HEREBY ACKNOWLEDGES THAT HE HAS BEEN GIVEN THE OPPORTUNITY TO PARTICIPATE IN THE
NEGOTIATION OF THE TERMS OF THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND
CONFIRMS THAT HE HAS READ THIS AGREEMENT AND FULLY UNDERSTANDS ITS TERMS AND
CONTENTS.
20
[SIGNATURE PAGES BEGIN ON THE FOLLOWING PAGE]
21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
ACTIVISION, INC.
By:
/s/ Robert J. Morgado
Name: Robert Morgado
Title: Director
/s/ Brian G. Kelly
Brian G. Kelly
Exhibit A
Release
Exhibit B
Proprietary Information Agreement