Activision Blizzard (ATVI)

REPLACEMENT BONUS AGREEMENT

This Agreement (the “Agreement”), dated as of December 1, 2007 (the “Effective Date”), by and between ACTIVISION, INC., a Delaware corporation with its principal offices at 3100 Ocean Park Boulevard, Santa Monica, CA 90405 (the “Company”), and  BRIAN G. KELLY (the “Executive”).

RECITALS:

WHEREAS, the Company and the Executive entered into an employment agreement dated May 22, 2000 (the “Original Employment Agreement”);

WHEREAS, on December 29, 2006, the parties amended the Original Employment Agreement (the “Amended Employment Agreement”) to remove certain provisions that may have resulted in adverse consequences for the Executive under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, pursuant to the Amended Employment Agreement, the parties agreed to negotiate in good faith to promptly develop benefits reasonably comparable to those forgone by the Executive under the Original Employment Agreement;

WHEREAS, the Company, 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 Company;

WHEREAS, concurrently with the execution of the BCA and this Agreement, the Executive and the Company have entered into an Amended and Restated Employment Agreement (the “New Employment Agreement”), which amends and supersedes the Amended Employment Agreement; and

WHEREAS, in entering into the New Employment Agreement, the Executive waived his rights under the Amended Employment Agreement in connection with the Combination Transactions to (i) elect to receive a cash payment in respect of all stock options held by him equal to, as to each share of Company Common Stock subject to such stock options, the excess of the closing price of the Company Common Stock on the date of the Combination Transactions over the option exercise price, (ii) accelerated vesting of all unvested stock options on the date of the Combination Transactions and (iii) resign for any reason during the six (6) month period following the three (3) month anniversary of the Combination Transactions and receive a severance payment equal to five (5) times the sum of his base salary and most recent annual bonus, a pro-rata annual bonus for the year of resignation and two years of health insurance continuation; and

NOW, THEREFORE, in consideration for the Executive’s relinquishment of certain rights as described in the Amended Employment Agreement and the Executive’s entering into the New Employment Agreement, the parties hereto hereby agree as follows:

REPLACEMENT BONUS AGREEMENT

This Agreement (the “Agreement”), dated as of December 1, 2007 (the “Effective Date”), by and between ACTIVISION, INC., a Delaware corporation with its principal offices at 3100 Ocean Park Boulevard, Santa Monica, CA 90405 (the “Company”), and ROBERT A. KOTICK (the “Executive”).

RECITALS:

WHEREAS, the Company and the Executive entered into an employment agreement dated May 22, 2000 (the “Original Employment Agreement”);

WHEREAS, on December 29, 2006, the parties amended the Original Employment Agreement (the “Amended Employment Agreement”) to remove certain provisions that may have resulted in adverse consequences for the Executive under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, pursuant to the Amended Employment Agreement, the parties agreed to negotiate in good faith to promptly develop benefits reasonably comparable to those forgone by the Executive under the Original Employment Agreement;

WHEREAS, the Company, 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 Company;

WHEREAS, concurrently with the execution of the BCA and this Agreement, the Executive and the Company have entered into an Amended and Restated Employment Agreement (the “New Employment Agreement”), which amends and supersedes the Amended Employment Agreement; and

WHEREAS, in entering into the New Employment Agreement, the Executive waived his rights under the Amended Employment Agreement in connection with the Combination Transactions to (i) elect to receive a cash payment in respect of all stock options held by him equal to, as to each share of Company Common Stock subject to such stock options, the excess of the closing price of the Company Common Stock on the date of the Combination Transactions over the option exercise price, (ii) accelerated vesting of all unvested stock options on the date of the Combination Transactions and (iii) resign for any reason during the six (6) month period following the three (3) month anniversary of the Combination Transactions and receive a severance payment equal to five (5) times the sum of his base salary and most recent annual bonus, a pro-rata annual bonus for the year of resignation and two years of health insurance continuation; and

NOW, THEREFORE, in consideration for the Executive’s relinquishment of certain rights as described in the Amended Employment Agreement and the Executive’s entering into the New Employment Agreement, the parties hereto hereby agree as follows:

REPLACEMENT BONUS AGREEMENT

This Agreement (the “Agreement”), dated as of December 1, 2007 (the “Effective Date”), by and between ACTIVISION, INC., a Delaware corporation with its principal offices at 3100 Ocean Park Boulevard, Santa Monica, CA 90405 (the “Company”), and  BRIAN G. KELLY (the “Executive”).

RECITALS:

WHEREAS, the Company and the Executive entered into an employment agreement dated May 22, 2000 (the “Original Employment Agreement”);

WHEREAS, on December 29, 2006, the parties amended the Original Employment Agreement (the “Amended Employment Agreement”) to remove certain provisions that may have resulted in adverse consequences for the Executive under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, pursuant to the Amended Employment Agreement, the parties agreed to negotiate in good faith to promptly develop benefits reasonably comparable to those forgone by the Executive under the Original Employment Agreement;

WHEREAS, the Company, 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 Company;

WHEREAS, concurrently with the execution of the BCA and this Agreement, the Executive and the Company have entered into an Amended and Restated Employment Agreement (the “New Employment Agreement”), which amends and supersedes the Amended Employment Agreement; and

WHEREAS, in entering into the New Employment Agreement, the Executive waived his rights under the Amended Employment Agreement in connection with the Combination Transactions to (i) elect to receive a cash payment in respect of all stock options held by him equal to, as to each share of Company Common Stock subject to such stock options, the excess of the closing price of the Company Common Stock on the date of the Combination Transactions over the option exercise price, (ii) accelerated vesting of all unvested stock options on the date of the Combination Transactions and (iii) resign for any reason during the six (6) month period following the three (3) month anniversary of the Combination Transactions and receive a severance payment equal to five (5) times the sum of his base salary and most recent annual bonus, a pro-rata annual bonus for the year of resignation and two years of health insurance continuation; and

NOW, THEREFORE, in consideration for the Executive’s relinquishment of certain rights as described in the Amended Employment Agreement and the Executive’s entering into the New Employment Agreement, the parties hereto hereby agree as follows:

REPLACEMENT BONUS AGREEMENT

This Agreement (the “Agreement”), dated as of December 1, 2007 (the “Effective Date”), by and between ACTIVISION, INC., a Delaware corporation with its principal offices at 3100 Ocean Park Boulevard, Santa Monica, CA 90405 (the “Company”), and ROBERT A. KOTICK (the “Executive”).

RECITALS:

WHEREAS, the Company and the Executive entered into an employment agreement dated May 22, 2000 (the “Original Employment Agreement”);

WHEREAS, on December 29, 2006, the parties amended the Original Employment Agreement (the “Amended Employment Agreement”) to remove certain provisions that may have resulted in adverse consequences for the Executive under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, pursuant to the Amended Employment Agreement, the parties agreed to negotiate in good faith to promptly develop benefits reasonably comparable to those forgone by the Executive under the Original Employment Agreement;

WHEREAS, the Company, 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 Company;

WHEREAS, concurrently with the execution of the BCA and this Agreement, the Executive and the Company have entered into an Amended and Restated Employment Agreement (the “New Employment Agreement”), which amends and supersedes the Amended Employment Agreement; and

WHEREAS, in entering into the New Employment Agreement, the Executive waived his rights under the Amended Employment Agreement in connection with the Combination Transactions to (i) elect to receive a cash payment in respect of all stock options held by him equal to, as to each share of Company Common Stock subject to such stock options, the excess of the closing price of the Company Common Stock on the date of the Combination Transactions over the option exercise price, (ii) accelerated vesting of all unvested stock options on the date of the Combination Transactions and (iii) resign for any reason during the six (6) month period following the three (3) month anniversary of the Combination Transactions and receive a severance payment equal to five (5) times the sum of his base salary and most recent annual bonus, a pro-rata annual bonus for the year of resignation and two years of health insurance continuation; and

NOW, THEREFORE, in consideration for the Executive’s relinquishment of certain rights as described in the Amended Employment Agreement and the Executive’s entering into the New Employment Agreement, the parties hereto hereby agree as follows: