Exhibit 10.1
AMENDMENT NO. 2 TO EMPLOYMENT
AGREEMENT
Thomas Tippl
This Amendment No. 2 to
Employment Agreement (this “ Amendment No. 2
”) is entered into by and between Thomas Tippl (“
You ” or “ Employee ”) on the one
hand, and Activision Publishing, Inc. (“ ATVI
Publishing ”) and Activision Blizzard, Inc. a
Delaware corporation and the owner of 100% of the outstanding
capital of ATVI Publishing (“ Activision Blizzard
” or “ Employer ”) and is effective as of
as of the day on which this Amendment No. 2 been executed by
all parties hereto, as indicated by reference to the dates on the
signature lines hereof.
RECITALS
:
Employee and ATVI Publishing entered
into an Employment Agreement dated as of September 9, 2005 and
amended that agreement as of December 15, 2008 (as amended,
the “ Agreement ”).
The original Expiration Date of the
Agreement as set forth therein is September 30,
2010.
For consideration described below,
the sufficiency and adequacy of which is hereby acknowledged,
Employer and ATVI Publishing desire to assign this Agreement in its
entirety to Activision Blizzard, Activision Blizzard desires to
accept such assignment, and Employee and Activision Blizzard desire
to extend the Expiration Date of the Agreement and otherwise amend
the Agreement in certain respects as set forth herein
below.
AGREEMENT
:
The parties hereby agree to amend
the terms of the Employment Agreement as follows:
1.
Assignment:
ATVI Publishing hereby assigns all
of its rights, title and interest in this Agreement to Activision
Blizzard and Activision Blizzard hereby accepts such assignment in
its entirety including without limitation all of ATVI
Publishing’s obligations thereunder. Employee hereby
acknowledges that no consent of Employee to such assignment is
required under the terms of Paragraph 12 of the
Agreement.
2.
Term
: Paragraph 1 is here by
amended in its entirety to state as follows:
The new term of your employment
under this Employment Agreement (the “ Extended Employment
Period ”) shall be deemed to commence on
February 15, 2009 (the “ New Effective Date
”), and shall expire on April 15, 2014 (the
“ New Expiration Date ”), unless earlier
terminated as provided in Paragraph 9 below.
3.
Salary
:
a.
Section 2(a) of the
Agreement is hereby amended to add the following:
As of the New Effective Date, the
Employee’s annual base salary (“ New Base Salary
”) shall be Seven Hundred Fifty Thousand Dollars
($750,000) . Thereafter, on each annual anniversary of the New
Effective Date during the
Extended Employment Period, your New
Base Salary shall be automatically increased (but not decreased) by
an amount equal to the average percentage increase approved by the
Compensation Committee of Activision Blizzard’s Board
of Directors (the “ Compensation Committee ”) in
the base salaries of the members of Activision Blizzard’s
executive leadership team most recently implemented with respect to
the fiscal year in which such anniversary of the New Effective Date
occurs excluding for these purposes (i) increases that are
required or guaranteed by contract and (ii) increases in base
salaries in connection with a promotion or other significant
modification in an executive’s duties.
b.
Section 2(d) is hereby
deleted in its entirety.
c.
Section 2(e) is hereby
amended to add the following:
As of the New Effective Date, the
Employee’s target Annual Bonus (“ New Annual
Bonus ”) will be 100% of the then applicable New
Base Salary, provided that the actual amount of the New Annual
Bonus, if any, is within the sole and absolute discretion of
Activision Blizzard’s Board of Directors (or the Compensation
Committee) and will be based upon your achievement of certain
mutually agreed objectives and goals and/or your contribution to
the success of Activision Blizzard’s financial and business
objectives and goals for the fiscal year with respect to which the
New Annual Bonus is calculated, such determination to be made by
Activision Blizzard’s Board of Directors (or the Compensation
Committee) in its sole discretion.
d.
Section 2(f) is hereby
amended by adding the following:
Subject to the approval of the
Compensation Committee, the Employee will be granted a
non-qualified stock option (the “ New Option ”)
to purchase an aggregate of 1,200,000 shares of the common
stock of Activision Blizzard. One-fifth of the New Option
will vest in equal installments on each of February 15, 2010,
February 15, 2011, February 15, 2012,
February 15,
