RECITALS:

Employee and Employer entered into an Employment Agreement dated as of September 9, 2005 (the “Employment Agreement”).

Employee and Employer desire to amend the Employment Agreement in certain respects as set forth herein in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

RECITALS:

Employee and Employer entered into an Employment Agreement dated as of September 12, 2007 (the “Employment Agreement”).

Employee and Employer desire to amend the Employment Agreement in certain respects as set forth herein in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

RECITALS:

Employee and Employer entered into an Employment Agreement dated as of September 11, 2007 (the “Employment Agreement”).

Employee and Employer desire to amend the Employment Agreement in certain respects as set forth herein in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

RECITALS:

Employee and Employer entered into an Employment Agreement dated as of September 18, 2006 (the “Employment Agreement”).

Employee and Employer desire to amend the Employment Agreement in certain respects as set forth herein in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

RECITALS:

Employee and Employer entered into an Employment Agreement dated as of December 1, 2007 (the “Employment Agreement”).

Employee and Employer desire to amend the Employment Agreement in certain respects as set forth herein in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

RECITALS:

Employee and Employer entered into an Employment Agreement dated as of July 8, 2008 (the “Employment Agreement”).

Employee and Employer desire to amend the Employment Agreement in certain respects as set forth herein in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

RECITALS:

Employee and Employer entered into an Employment Agreement dated as of December 1, 2007 (the “Employment Agreement”).

Employee and Employer desire to amend the Employment Agreement in certain respects as set forth herein in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

RECITALS:

Employee and Employer entered into an Employment Agreement dated as of July 16, 2008 (the “Employment Agreement”).

Employee and Employer desire to amend the Employment Agreement in certain respects as set forth herein in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

RECITALS

The Assignor and the Assignee have entered into that certain Business Combination Agreement, dated as of December 1, 2007 (the “BCA”), pursuant to which, among other things, the Assignor has agreed to assign to Assignee and the Assignee has agreed to assume from the Assignor the Assignor’s rights, duties and obligations under the employment agreements listed in Exhibit A attached hereto after the closing of the transactions contemplated by the BCA (the “Employment Agreements”).

RECITALS

The Assignee and affiliates of the Assignor have entered into that certain Business Combination Agreement, dated as of December 1, 2007 (the “BCA”), pursuant to which, among other things, affiliates of the Assignor have agreed to cause the Assignor to assign to Assignee and the Assignee has agreed to assume from the Assignor the Assignor’s rights, duties and obligations under the employment letter agreement, dated December 1, 2007, by and between the Assignor and Bruce L. Hack, providing for Mr. Hack’s employment as Vice Chairman of the Board and Chief Corporate Officer of the Assignee after the closing of the transactions contemplated by the BCA (the “Employment Agreement”).

RECITALS

WHEREAS, Vivendi, VGAC LLC, Games, the Company and Sego Merger Corporation, a Delaware corporation and wholly owned subsidiary of the Company, entered into a Business Combination Agreement (the “Combination Agreement”), dated as of December 1, 2007 (the “Effective Date”), which provides for, among other things, the combination of the respective businesses of the Company and Games upon the terms and subject to the conditions set forth therein;

WHEREAS, following the consummation of the transactions contemplated by the Combination Agreement, the Vivendi Stockholders collectively will own a majority of issued and outstanding shares of common stock, par value $0.000001 per share (“Common Stock”), of the Company;

WHEREAS, the parties desire to set forth in this Agreement certain terms and conditions upon which the Vivendi Stockholders will hold shares of Common Stock; and

WHEREAS, the execution and delivery of this Agreement is a condition to the parties’ willingness to consummate the transactions contemplated under the Combination Agreement.

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned subsidiary of Vivendi (“Games”), Activision and Sego Merger Corporation, a Delaware corporation and wholly owned subsidiary of Activision (“Merger Sub”), are entering into a Business Combination Agreement, dated as of the date hereof (the “Combination Agreement”), which provides for, among other things, the combination of the respective businesses of Activision and Games upon the terms and subject to the conditions set forth therein;

WHEREAS, Management Stockholder is the record holder of such number of outstanding shares, par value $0.000001 per share, of Activision (“Activision Common Stock”) as is listed on Schedule 1 attached hereto (the “Current Shares”);

WHEREAS, as a condition to its willingness to enter into the Combination Agreement, Vivendi has required that Management Stockholder execute and deliver this Agreement.

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned subsidiary of Vivendi (“Games”), Activision and Sego Merger Corporation, a Delaware corporation and wholly owned subsidiary of Activision (“Merger Sub”), are entering into a Business Combination Agreement, dated as of the date hereof (the “Combination Agreement”), which provides for, among other things, the combination of the respective businesses of Activision and Games upon the terms and subject to the conditions set forth therein;

WHEREAS, Management Stockholder is the record holder of such number of outstanding shares, par value $0.000001 per share, of Activision (“Activision Common Stock”) as is listed on Schedule 1 attached hereto (the “Current Shares”);

WHEREAS, as a condition to its willingness to enter into the Combination Agreement, Vivendi has required that Management Stockholder execute and deliver this Agreement.

RECITALS

WHEREAS, Vivendi, VGAC LLC, Games, the Company and Sego Merger Corporation, a Delaware corporation and wholly owned subsidiary of the Company, entered into a Business Combination Agreement (the “Combination Agreement”), dated as of December 1, 2007 (the “Effective Date”), which provides for, among other things, the combination of the respective businesses of the Company and Games upon the terms and subject to the conditions set forth therein;

WHEREAS, following the consummation of the transactions contemplated by the Combination Agreement, the Vivendi Stockholders collectively will own a majority of issued and outstanding shares of common stock, par value $0.000001 per share (“Common Stock”), of the Company;

WHEREAS, the parties desire to set forth in this Agreement certain terms and conditions upon which the Vivendi Stockholders will hold shares of Common Stock; and

WHEREAS, the execution and delivery of this Agreement is a condition to the parties’ willingness to consummate the transactions contemplated under the Combination Agreement.

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned subsidiary of Vivendi (“Games”), Activision and Sego Merger Corporation, a Delaware corporation and wholly owned subsidiary of Activision (“Merger Sub”), are entering into a Business Combination Agreement, dated as of the date hereof (the “Combination Agreement”), which provides for, among other things, the combination of the respective businesses of Activision and Games upon the terms and subject to the conditions set forth therein;

WHEREAS, Management Stockholder is the record holder of such number of outstanding shares, par value $0.000001 per share, of Activision (“Activision Common Stock”) as is listed on Schedule 1 attached hereto (the “Current Shares”);

WHEREAS, as a condition to its willingness to enter into the Combination Agreement, Vivendi has required that Management Stockholder execute and deliver this Agreement.

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Vivendi, VGAC LLC, a limited liability company organized under the laws of the State of Delaware, Vivendi Games, Inc., a Delaware corporation and wholly owned subsidiary of Vivendi (“Games”), Activision and Sego Merger Corporation, a Delaware corporation and wholly owned subsidiary of Activision (“Merger Sub”), are entering into a Business Combination Agreement, dated as of the date hereof (the “Combination Agreement”), which provides for, among other things, the combination of the respective businesses of Activision and Games upon the terms and subject to the conditions set forth therein;

WHEREAS, Management Stockholder is the record holder of such number of outstanding shares, par value $0.000001 per share, of Activision (“Activision Common Stock”) as is listed on Schedule 1 attached hereto (the “Current Shares”);

WHEREAS, as a condition to its willingness to enter into the Combination Agreement, Vivendi has required that Management Stockholder execute and deliver this Agreement.

RECITALS

WHEREAS, Vivendi, VGAC LLC, Games, the Company and Sego Merger Corporation, a Delaware corporation and wholly owned subsidiary of the Company, entered into a Business Combination Agreement (the “Combination Agreement”), dated as of December 1, 2007 (the “Effective Date”), which provides for, among other things, the combination of the respective businesses of the Company and Games upon the terms and subject to the conditions set forth therein;

WHEREAS, following the consummation of the transactions contemplated by the Combination Agreement, the Vivendi Stockholders collectively will own a majority of issued and outstanding shares of common stock, par value $0.000001 per share (“Common Stock”), of the Company;

WHEREAS, the parties desire to set forth in this Agreement certain terms and conditions upon which the Vivendi Stockholders will hold shares of Common Stock; and

WHEREAS, the execution and delivery of this Agreement is a condition to the parties’ willingness to consummate the transactions contemplated under the Combination Agreement.

1.             RECITALS

1.1           NOA markets and sells advanced design, high-quality video game systems, including the Nintendo DS system.

1.2           LICENSEE desires a license to use highly proprietary programming specifications, development tools, trademarks and other valuable intellectual property rights of NOA and its parent company, Nintendo Co., Ltd. (collectively “Nintendo”), to develop, have manufactured, advertise, market and sell video game software for play on the Nintendo DS system.

1.3           NOA is willing to grant a license to LICENSEE on the terms and conditions set forth in this Agreement.

RECITALS

A.                                   Under the Xbox 360 PLA, Publisher may may include in its Xbox 360 Software Titles certain Online Features accessible via Xbox Live.  Generally, Xbox Live is a closed online network accessible only by servers owned and operated by Microsoft.

B.                                     Publisher wishes to host on Publisher’s servers some or all of the Online Content for its Xbox 360 Software Titles in accordance with the terms and conditions set forth herein.

Accordingly, for and in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, receipt of which each party hereby acknowledges, Microsoft and Publisher agree as follows:

1                                         Definitions

1.1                                 “Publisher Hosted Online Content” any content, including without limitation any Online Content that is hosted and served through the Publisher Hosting Services under the terms of this XLSP Addendum.

1.2                                 “Publisher Hosting Services”  means Publisher’s hosting of Publisher’s hosting of Publisher Hosted Online Content pursuant to the terms and conditions of this XLSP Addendum, whether performed by Publisher or a Third Party Host, including operating, maintaining and controlling the servers necessary for the provision of Publisher Hosted Online Content.

1.3                                 “Third Party Host” means a third party providing Publisher Hosting Services on behalf of Publisher.

1.4                                 “Xbox Life Server Platform” or “XLSP” means Microsoft’s platform and/or server architecture which enables the Publisher Hosting Services to function as an expansion to the features available from the Xbox Live service.

1.5                                 Xbox Live User Content” means any content that originates from Xbox Live Users in any format and that is published through or as part of any Publisher Hosted Online Content, but excluding Xbox Live User Communications.

1.6                                 “Xbox Live User Communications” means transient voice and text communications sent from an Xbox Live User to one or more Xbox Live Users (e.g., voice chat).

RECITALS

A.            Microsoft and Publisher entered into the Xbox 360 PLA to establish the terms under which Publisher may publish video games for Microsoft’s Xbox 360 video game system.

B.            The parties now wish to amend certain terms of the Xbox 360 PLA for Publisher’s continued manufacture and distribution of video games for the Xbox 360.

Accordingly, for and in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, receipt of which each party hereby acknowledges, Microsoft and Publisher agree as follows:

1.             RECITALS

1.1           NINTENDO designs, develops, manufactures, markets and sells advanced design, high-quality video game systems, including the Nintendo DS system.

1.2           LICENSEE desires a license to use highly proprietary programming specifications, development tools, trademarks and other valuable intellectual property rights of NINTENDO to develop, have manufactured, advertise, market and sell video game software for play on the Nintendo DS system.

1.3           NINTENDO is willing to grant a license to LICENSEE on the terms and conditions set forth in this Agreement.

1.             RECITALS

1.1           NCL designs, develops, manufactures, markets and sells advanced design, high-quality video game systems, including the “NINTENDO GAMECUBE™” system.

1.2           LICENSEE desires use of the highly proprietary programming specifications, unique and valuable security technology, trademarks, copyrights and other valuable intellectual property rights of NCL, which rights are only available for use under the terms of a license agreement, to develop, have manufactured, advertise, market and sell video game software for play on the NINTENDO GAMECUBE system.

1.3           NCL is willing to grant a license to LICENSEE on the terms and conditions set forth in this Agreement.

1.4           By a prior agreement between the parties effective June 5, 2002 (hereinafter the “Initial Agreement”), NCL granted to LICENSEE the right to develop video game software compatible with the NINTENDO GAMECUBE System, embodying and using the Licensed Intellectual Properties.  Although the Initial Agreement has expired, the parties have continued to operate thereunder.  The parties desire to enter into a renewal agreement (hereinafter the “Agreement”) effective as of the expiration date of the Initial Agreement, to continue the relationship between the parties without interruption, with the Agreement consisting of the terms and conditions set forth herein.

Recitals

(A)                              SCEE, its parent company Sony Computer Entertainment Inc., and/or certain of their affiliates and companies within the group of companies of which any of them form part (hereinafter jointly and severally referred to as “Sony”) have developed, and are licensing core components of, a computer entertainment system known and hereinafter referred to as “

RECITALS

WHEREAS, the Company desires to encourage high levels of performance by those individuals who are key to the success of the Company, to attract new individuals who are highly motivated and who will contribute to the success of the Company and to encourage such individuals to remain as directors, officers and/or employees of the Company and its subsidiaries by increasing their proprietary interest in the Company’s growth and success.

WHEREAS, to attain these ends, the Company has formulated the Plan embodied herein to authorize the granting of incentive awards through grants of share options (“Options”), grants of share appreciation rights, grants of Restricted Share Awards (hereafter defined), grants of Performance-Based Awards (hereafter defined), or any other award made under the Plan to those persons (each such person, a “Participant”) whose judgment, initiative and efforts are or have been or will be responsible for the success of the Company.

WHEREAS, the Activision, Inc. 2003 Incentive Plan (the “Original Plan”) was initially adopted by the Board of Directors on, and was effective on, April 29, 2003, but was not approved by the Company’s stockholders.  Although the Plan contemplates the issuance of “incentive stock options” as described below, because the Original Plan was not timely approved by the Company’s stockholders no such options will be issued under this Plan, and any purported grant of incentive stock options under this Plan will instead constitute a grant of nonqualified stock options (hereafter defined).

NOW, THEREFORE, the Company hereby constitutes, establishes and adopts the following Plan and agrees to the following provisions:

RECITALS

A.            Employer and Employee entered into a certain Employment Agreement dated as of July 22, 2002 (the “Agreement”).

B.            The parties desire to modify terms of the Agreement in certain particulars as more specifically set forth below.

C.            All terms not defined otherwise in this Amendment No. 1 shall have the meaning ascribed to them in the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.               Definition of the term “Expiration Date” shall be amended to mean “March 31, 2006”.

2.               Paragraph 2(f) shall be amended by adding the following sub-paragraph 1 (f)(iv):

“200,000 New Options are granted pursuant to Activision’s 2002 Executive Incentive Plan with the options vesting in increments of 66,667 options, 66,667 options and 66,666 options on April 1, 2004, April 1, 2005 and April 1, 2006 respectively.”

3.               The last sentence of Paragraph 3 of the Agreement which currently reads “Effective as of April 1, 2004, you shall have the title of Chairman of Employer” shall be deleted and replaced with the following provision “Your title and responsibilities commencing with April 1, 2005 shall be determined by mutual agreement between you and Employer on or before October 31, 2004. In the event the parties are unable to reach such agreement, then provisions of Paragraph 11 of this Agreement shall become applicable effective as of April 1, 2005.”

4.               Definition of the term “Consulting Period” shall be amended to mean “a period equal to the remaining Employment Term following such termination and for a period of additional one (1) year through March 31, 2007.”

5.               The parties agree that all other terms and conditions contained in the Agreement shall remain in full force and effect. Notwithstanding the foregoing, if any terms or provisions of the Agreement are contradictory to, or inconsistent with, any terms or provisions of this Amendment No. 1, then the terms and provisions of this Amendment No. 1 shall in all events control and such contradictory or inconsistent terms or provisions of the Agreement shall be deemed null and void.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the

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