BINDING AGREEMENT. NEITHER OF
THE PARTIES HERETO SHALL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT OR ANY RIGHTS
OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY;
PROVIDED, HOWEVER, THAT THIS AGREEMENT SHALL INURE TO THE BENEFIT OR AND BE
BINDING UPON THE SUCCESSORS AND ASSIGNS OF THE COMPANY UPON ANY SALE OF ALL OR
SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS, OR UPON ANY MERGER OR CONSOLIDATION
OF 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.
(G)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED
IN COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
(H)
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.
(I)
SURVIVABILITY. THE PROVISIONS OF THIS
AGREEMENT SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
[SIGNATURE PAGES BEGIN ON THE FOLLOWING PAGE]
4
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