Activision Blizzard (ATVI)

Termination

        No award will be made under the 2008 Plan after September 24, 2018, but all awards made on or prior to September 24, 2018 will continue in effect thereafter subject to the terms of such awards and of the 2008 Plan.

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Table of Contents

Termination

        No award will be made under the 2008 Plan more than 10 years after the date on which the 2008 Plan is first approved by stockholders, but all awards made on or prior to the tenth anniversary of stockholder approval will continue in effect thereafter subject to the terms of such awards and of the 2008 Plan.

Termination

        No award will be made under the 2007 Plan more than 10 years after the date on which the 2007 Plan is first approved by Stockholders, but all awards made on or prior to the tenth anniversary of Stockholder approval will continue in effect thereafter subject to the terms of such awards and of the 2007 Plan.

9.             Termination

(a)       Employer.  At any time during the Employment Period, Employer may terminate your employment under this Agreement for Cause, defined as your (i) gross misconduct, (ii) gross negligence in performance of job responsibilities, or (iii) conviction of a felony.  In addition, but subject to the provisions of Paragraphs 9(d)(iii) and 9(e)(ii) below, Employer may terminate your employment under this Agreement at any time without Cause and such termination shall not be deemed to constitute a wrongful discharge of Employee or a wrongful termination of Employee’s employment by Employer or a breach by Employer of any term of this Agreement and/or any other duty or obligation, expressed or implied, which Employer may owe to Employee pursuant to any principle or provision of law.  In the case of any termination for Cause pursuant to clause (ii), Employer shall give written notice of termination to you (“Notice of Cause Termination”), and shall specify the date of such termination, which shall not be earlier than 45 days after the date on which notice is given to you.  Such notice shall specify the particular acts or circumstances that purport to constitute Cause for such termination.  You shall be given the opportunity within 30 days after receiving such notice to explain why Cause for such termination does not exist or to cure any such basis for Cause.  Within 15 days after any such explanation, you will be given the final decision, in writing, regarding whether Cause exists.  If the final decision is that Cause exists, your employment with Employer shall be terminated under Paragraph 9(a)(ii) pursuant to the Notice of Cause Termination as of the date of termination specified in the notice.  If the final decision is that Cause does not exist, your employment with Employer shall not be terminated under Paragraph 9(a)(ii) pursuant to such Notice of Cause Termination.

(b)       Employee.  You may terminate your employment under this Agreement in the event of (i) Employer’s relocation to a location more than 25 miles from Los Angeles County; or, (ii) the material diminution of your job duties.

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(c)       Death or Disability.  In the event of your death during the term of this Agreement, this Agreement shall terminate and Employer shall be obligated to pay only your estate or legal representative the amounts set forth in Paragraph 9(d)(i) below and further comply with provisions of Paragraph 9(e)(iii).  In the event that you have or develop a Disability, and such disability continues for a period of 120 or more consecutive days or an aggregate of 120 or more days during any 12-month period during the term of this agreement, then Employer shall have the right, at its option, to terminate your employment under this Agreement, subject to the provisions of Paragraphs 9(d)(ii) and 9(e)(iii) below. Unless and until so terminated, during any period of Disability during which you are unable to perform the essential functions of our job, even when provided such reasonable accommodation as Employer can provide without undue hardship to Employer, your Base Salary shall be payable to the extent of, and subject to, Employer’s policies and practices then in effect with regard to sick leave and disability benefits.  “Disability” shall be determined in accordance with the definitions set forth in the Employer’s disability insurance policies and shall be determined by a physician mutually agreed upon by you and Employer.  If you and Employer are unable to agree on such a physician, you and Employer shall each appoint one physician and those two physicians shall appoint a third physician who shall make such a determination.  You shall cooperate and make yourself available for any medical examination reasonably required by Employer with respect to any determination of your Disability.

(d)       Termination of Obligations and Post Termination Payments.  In the event of the termination of your employment under this Agreement pursuant to Paragraphs 9(a), 9(b) or 9(c) all obligations of Employer to you under this Agreement shall immediately terminate except as follows:

(i)                                                 Compensation upon Death.  In the event this Agreement is terminated as a result of your death, your heirs, successors or legal representatives shall receive: (i) the Base Salary through the date of termination of this Agreement; (ii) any unpaid Annual Bonus for any prior fiscal year; (iii) the pro rata portion of the Annual Bonus for the fiscal year in which your termination occurs to the extent such Annual Bonus is earned; (iv) an amount equal to three hundred (300%) of the dollar amount of the Base Salary paid or payable to you for Employer’s most recent fiscal year immediately prior to your date of death; (v) continued Mortgage Assistance payments through the Expiration Date; (vi) reimbursement of approved expenses due to you pursuant to Paragraph 5; and (vii) continued Benefits for your dependents, beneficiaries or estate as applicable, for 24 months following the termination of your employment with Employer. All such payments shall be in addition to any payments your widow, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy maintained by Employer.  For so long as you do not become employed by a corporation or other entity engaged in a Competitive Business or otherwise become engaged directly or indirectly in a Competitive Business, all payments and Benefits of every type referenced in this paragraph shall be provided by Employer without any duty to mitigate on your part, and Employer shall have no right to offset against such payments or Benefits any amount you earn from any source following the ending of your employment with Employer.

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(ii)                                              Compensation upon Disability.  In the event this Agreement is terminated as a result of your Disability, you shall receive: (i) the Base Salary through the date of your termination; (ii) any unpaid Annual Bonus for any prior fiscal year; (iii) the pro rata portion of the Annual Bonus for the fiscal year in which your termination occurs to the extent such Annual Bonus is earned; (iv) reimbursement of approved expenses due to you pursuant to Paragraph 5; (v) continued Mortgage Assistance payments through the Expiration Date; (vi) an amount equal to three hundred (300%) percent of the dollar amount of the Base Salary paid or payable to you for Employer’s most recent fiscal year immediately prior to your Disability termination (vii) the long-term monthly disability payments according to Employer’s benefit plan for Executives; and (viii) continued Benefits for you and your dependents, for 24 months following the termination of your employment with Employer.  For so long as you do not become employed by a corporation or other entity engaged in a Competitive Business or otherwise become engaged directly or indirectly in a Competitive Business, all payments and Benefits of every type referenced in this paragraph shall be provided by Employer without any duty to mitigate on your part, and Employer shall have no right to offset against such payments or Benefits any amount you earn from any source following the ending of your employment with Employer.

(iii)                                           Compensation upon Termination Without Cause.  In the event your employment under this Agreement is terminated by Employer without Cause, or by you pursuant to Paragraph 9(b), then you shall receive: (i) the Base Salary through the date of your termination; (ii) any unpaid Annual Bonus for any prior fiscal year; (iii) the pro rata portion of the Annual Bonus for the fiscal year in which your termination occurs to the extent such Annual Bonus is earned; (iv) continued Mortgage Assistance payments through the Expiration Date; (v) reimbursement of approved expenses due you pursuant to Paragraph 5; and (vi) 100% of the Base Salary payable to you from the date of termination through the Expiration Date (or a minimum of 12 months salary whichever amount is greater) had your employment not been terminated, such Base Salary to be determined in accordance with the terms of Paragraph 2(a) of this Agreement and to be paid on a salary continuation basis as and when normally paid by Employer; and (vii) continued Benefits for you and your dependents, for 24 months following the termination of your employment with Employer.  For so long as you do not become employed by a corporation or other entity engaged in a Competitive Business or otherwise become engaged directly or indirectly in a Competitive Business, all payments and Benefits of every type referenced in this paragraph shall be provided by Employer without any duty to mitigate on your part, and Employer shall have no right to offset against such payments or Benefits any amount you earn from any source following the ending of your employment with Employer.

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(iv)                                          Compensation upon Termination For Cause. In the event your employment under this Agreement is terminated by Employer for Cause, then you shall receive: (i) the Base Salary, Benefits and Mortgage Assistance through the date of your termination; and (ii) reimbursement of approved expenses due you pursuant to Paragraph 5.

(v)                                             Payment Limitations. Notwithstanding the foregoing, to the extent any of the provisions of this Paragraph 9(d) allow for payments of Base Salary, Annual Bonus or Mortgage Assistance subsequent to your termination, such payments will occur and continue only for so long as you do not become employed at any time subsequent to your termination by a corporation or other entity engaged in a Competitive Business or otherwise become engaged directly or indirectly in a Competitive Business.  All such payments shall be provided by Employer without any duty to mitigate on your part, and Employer shall have no right to offset against such payments any amount you earn from any source following the ending of your employment with Employer.

(e)       Disposition of Stock Options and Restricted Shares Upon Termination.  Upon termination of your employment for any reason, the following terms shall apply to the stock options issued to you pursuant to this Agreement under Paragraph 2(f) and Restricted Shares issued to you pursuant to Paragraph 2(g), respectively:

(i)                                     In the event of termination of your employment for Cause, all unvested stock options and unvested Restricted Shares granted to you under this Agreement, shall expire immediately on the date of termination of your employment and all such unvested stock options and unvested Restricted Shares shall immediately be cancelled and no longer continue to vest or be exercisable as of the date of termination of your employment;

(iii)                               In the event of termination of your employment by Employer Without Cause or by you pursuant to Paragraph 9(b):

(1)                                  All stock options granted to you under this Agreement shall continue to vest and be exercisable for a period of 24 months in accordance with same respective vesting schedules and under same terms had your employment not been terminated.

(2)                                  You will be allowed to continue to vest Restricted Shares for a period of 24 months in accordance with same respective vesting schedule under the same terms had your employment not been terminated.

(3)                                  Your new hire option grant (grant #01000230) shall vest immediately the number of options that would have vested over the course of the next 24 months had your

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9.             Termination

(a)       Employer.  At any time during the Employment Period, Employer may terminate your employment under this Agreement for Cause, defined as your (i) willful, reckless or gross misconduct, (ii) material breach by you of this Agreement, (iii) conviction of or plea of no contest to a felony or crime involving dishonesty or moral turpitude, (iv) breach of duty of loyalty, or (v) violation of Employer’s corporate governance policies.  In addition, but subject to the provisions of Paragraphs 9(c)(iii) and 9(d)(ii) below, Employer may terminate your employment under this Agreement at any time without Cause and such termination shall not be deemed to constitute a wrongful discharge of Employee or a wrongful termination of Employee’s employment by Employer or a breach by Employer of any term of this Agreement and/or any other duty or obligation, expressed or implied, which Employer may owe to Employee pursuant to any principle or provision of law.

(b)       Death or Disability.  In the event of your death during the term of this Agreement, this Agreement shall terminate and Employer shall be obligated to pay only your estate or legal representative the amounts set forth in Paragraph 9(c)(i) below and further comply with provisions of Paragraph 9(d)(iii).  In the event that you have or develop a Disability, then Employer shall have the right, at its option, to terminate your employment under this Agreement, subject to the provisions of Paragraphs 9(c)(ii) and 9(d)(iii) below. Unless and until so terminated, during any period of Disability during which you are unable to perform the services required of you under this Agreement, your Base Salary shall be payable to the extent of, and subject to, Employer’s policies and practices then in effect with regard to sick leave and disability benefits.  “Disability” shall be determined in accordance with the definitions set forth in the Employer’s disability insurance policies and shall be determined by a physician mutually agreed upon by you and Employer.  If you and Employer are unable to agree on such a physician, you and Employer shall each appoint one physician and those two physicians shall appoint a third physician who shall make such a determination.  You shall cooperate and make yourself available for any medical examination reasonably required by Employer with respect to any determination of your Disability.

(c)       Termination of Obligations and Post Termination Payments.  In the event of the termination of your employment under this Agreement pursuant to Paragraphs 9(a), or 9(b), all obligations of Employer to you under this Agreement shall immediately terminate except as follows:

(i)                                                 Compensation upon Death.  In the event this Agreement is terminated as a result of your death, your heirs, successors or legal representatives shall receive: (i) the Base Salary through the date of termination of this Agreement; (ii) any unpaid Annual Bonus for any prior fiscal year; (iii) the pro rata portion of the Annual Bonus for the fiscal year in which your termination occurs to the extent such Annual Bonus is earned; (iv) an amount equal to three hundred (300%) of the dollar amount of the Base Salary paid

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or payable to you for Employer’s most recent fiscal year immediately prior to your date of death; (v) reimbursement of approved expenses due to you pursuant to Paragraphs 2(j), 2(k) and 5. All such payments shall be in addition to any payments your widow, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy maintained by Employer.

(ii)                                              Compensation upon Disability.  In the event this Agreement is terminated as a result of your Disability, you shall receive: (i) the Base Salary through the date of your termination; (ii) any unpaid Annual Bonus for any prior fiscal year; (iii) the pro rata portion of the Annual Bonus for the fiscal year in which your termination occurs to the extent such Annual Bonus is earned; (iv) reimbursement of approved expenses due to you pursuant to Paragraphs 2(j), 2(k) and 5; (v) an amount equal to three hundred (300%) percent of the dollar amount of the Base Salary paid or payable to you for Employer’s most recent fiscal year immediately prior to your Disability termination, and (vi) the long-term monthly disability payments according to Employer’s benefit plan for Executives.

(iii)                                           Compensation upon Termination Without Cause.  In the event your employment under this Agreement is terminated by Employer without Cause, or by you pursuant to Paragraph 9(b), then you shall receive: (i) the Base Salary through the date of your termination; (ii) any unpaid Annual Bonus for any prior fiscal year; (iii) the pro rata portion of the Annual Bonus for the fiscal year in which your termination occurs to the extent such Annual Bonus is earned; (iv) reimbursement of approved expenses due you pursuant to Paragraphs 2(j), 2(k) and 5; and (v) 100% of the Base Salary payable to you from the date of termination through the Expiration Date had your employment not been terminated, such Base Salary to be determined in accordance with the terms of Paragraph 2(a) of this Agreement and to be paid on a salary continuation basis as and when normally paid by Employer, subject to your compliance with the terms of Paragraph 9(c)(v) below.

(iv)                                          Compensation upon Termination For Cause. In the event your employment under this Agreement is terminated by Employer for Cause, then you shall receive: (i) the Base Salary through the date of your termination; and (ii) reimbursement of approved expenses due you pursuant to Paragraphs 2(j), 2(k) and 5.

(v)                                             Payment Limitations. Notwithstanding the foregoing, to the extent any of the provisions of this Paragraph 9(c) allow for payments of Base Salary, Annual Bonus or Mortgage Assistance subsequent to your termination, such payments will occur and continue only for so long as you do not become employed during the relevant non-compete period as set forth in Paragraph 8(e) by a corporation or other entity engaged in a Competitive Business or otherwise become engaged in directly or indirectly in a Competitive Business.

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(d)       Disposition of Stock Options and Restricted Shares Upon Termination.  Upon termination of your employment for any reason, the following terms shall apply to the stock options issued to you pursuant to this Agreement under Paragraph 2(f) and the Restricted Shares issued to you pursuant to Paragraphs  2 (g) and (i), respectively: