EXHIBIT 10.14
March 4, 1999
Xx. Xxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx
Xx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxx:
This letter confirms the terms of your employment by Activision, Inc.
("Employer").
1. TERM
The term of your employment under this agreement shall commence on April 1,
1999 and expire on April 18, 2001, unless earlier terminated as provided below.
2. SALARY
(a) In full consideration for all rights and services provided by you
under this agreement, you shall receive an annual base salary of $190,000 during
the first year of the term and an annual base salary of $195,000 during the
second year of the term
(b) Base salary payments shall be made in accordance with Employer's then
prevailing payroll policy. Each base salary referred to in Paragraph 2(a) shall
constitute your minimum base salary during the applicable period, and your base
salary may be increased above the minimum at any time if Employer's Board of
Directors (or the Compensation Committee of such Board of Directors), in its
sole and absolute discretion, elects to do so. In the event of an increase in
your base salary beyond the applicable minimum base salary for a particular
period, such increased base salary shall then constitute your minimum base
salary for all subsequent periods under this agreement.
(c) Notwithstanding anything to the contrary set forth above, but subject
to the right of termination granted to you pursuant to Paragraph 10(b), Employer
shall not be required to actually use your services, and payment of your base
salary during the applicable period of your employment under this agreement will
discharge Employer's obligations to you hereunder. Such payment, however, will
not discharge your obligations to Employer hereunder.
(d) In addition to your base salary, you shall be eligible to receive an
annual performance base bonus of up to sixty percent (60%) of your annual base
salary, in compliance with Employer's standard bonus plan which is established
on a yearly basis by Employer's senior management and Board of Directors (or the
Compensation Committee of such Board of Directors) and is based on a number of
factors that may
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include, without limitation, the achievement of corporate earnings, return on
equity goals, as well as discretionary component which will be based upon
your individual performance, achievement of objectives and contribution to
the success of the corporate goals and objectives.
(e) You also shall be eligible to receive additional options to purchase
shares of Employer's common stock, under Employer's existing or modified stock
option plan, if Employer's Board of Directors (or the Compensation Committee of
such Board of Directors), in its sole and absolute discretion, determines that
the grant to you of additional options is appropriate.
3. TITLE
You are being employed under this agreement in the position of Senior Vice
President and Chief Financial Officer.
4. DUTIES
You shall personally and diligently perform, on a full-time and exclusive
basis, such services as Employer or any of its divisions may reasonably require,
provided that such services are consistent with your position with Employer.
You shall observe all reasonable rules and regulations adopted by Employer in
connection with the operation of its business and carry out all instructions of
Employer. You will at all times perform all of the duties and obligations
required by you under this agreement in a loyal and conscientious manner and to
the best of your ability and experience.
5. EXPENSES
To the extent you incur necessary and reasonable business expenses in the
course of your employment, you shall be reimbursed for such expenses, subject to
Employer's then current policies regarding reimbursement of such business
expenses.
6. OTHER BENEFITS
You shall be entitled to those benefits which are standard for persons in
similar positions with Employer, including coverage under Employer's health,
life insurance and disability plans, and eligibility to participate in
Employer's 401(k) plan. Nothing paid to you under any such plans and
arrangements (nor any bonus or stock options which Employer's Board of Directors
(or the Compensation Committee of such Board of Directors), in its sole and
absolute discretion, shall provide to you) shall be deemed in lieu, or paid on
account, of your base salary. You expressly agree and acknowledge that after
expiration or early termination of the term of your employment under this
agreement, you are entitled to no additional benefits not expressly set forth in
this agreement, except as specifically provided under the benefit plans referred
to above and
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those benefit plans in which you subsequently may become a participant, and
subject in each case to the terms and conditions of each such plan.
Notwithstanding anything to the contrary set forth above, you shall be
eligible to receive those benefits provided by COBRA upon the expiration or
early termination of the term of your employment under this Agreement.
7. VACATION AND PAID HOLIDAYS
(a) You will be entitled to paid vacation days in accordance with the
normal vacation policies of Employer in effect from time to time, provided that
in no event shall you be entitled to less than fifteen (15) days of paid
vacation per year.
(b) You shall be entitled to all paid holidays given by Employer to its
full-time employees.
(c) You also shall be eligible to receive paid time off in addition to
your paid vacation days and paid holidays if Employer, in its sole and absolute
discretion, determines that your receipt of such additional paid time off is
appropriate.
8. PROTECTION OF EMPLOYER'S INTERESTS
During the term of your employment by Employer, you will not compete in any
manner, whether directly or indirectly, as a principal, employee, agent or
owner, with Employer, or any affiliate of Employer, except that the foregoing
will not prevent you from holding at any time less than five percent (5%) of the
outstanding capital stock of any company whose stock is publicly traded. All
rights worldwide with respect to any and all intellectual or other property of
any nature produced, created or suggested by you during the term of your
employment or resulting from your services which (i) relate in any manner at the
time of conception or reduction to practice to the actual or demonstrably
anticipated business of Employer, (ii) result from or are suggested by any task
assigned to you or any work performed by you on behalf of Employer, or (iii) are
based on any property owned or idea conceived by Employer, shall be deemed to be
a work made for hire and shall be the sole and exclusive property of Employer.
You agree to execute, acknowledge and deliver to Employer, at Employer's
request, such further documents, including copyright and patent assignments, as
Employer finds appropriate to evidence Employer's rights in such property. Any
confidential and/or proprietary information of Employer or any affiliate of
Employer shall not be used by you or disclosed or made available by you to any
person except as required in the course of your employment, and upon expiration
or earlier termination of the term of your employment, you shall return to
Employer all such information which exists in written or other physical form
(and all copies thereof) under your control. Without limiting the generality of
the foregoing, you acknowledge signing and delivering to Employer the Activision
Employee Proprietary Information Agreement and you agree that all terms
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and conditions contained in such agreement, and all of your obligations and
commitments provided for in such agreement, shall be deemed, and hereby are,
incorporated into this agreement as if set forth in full herein. The
provisions of the immediately preceding four sentences of this paragraph
shall survive the expiration or earlier termination of this agreement.
9. SERVICES UNIQUE
You recognize that the services being performed by you under this agreement
are of a special, unique, unusual, extraordinary and intellectual character
giving them a peculiar value, the loss of which cannot be reasonably or
adequately compensated for in damages, and in the event of a breach of this
agreement by you (particularly, but without limitation, with respect to the
provisions hereof relating to the exclusivity of your services and the
provisions of paragraph 8 of this agreement), Employer shall, in addition to all
other remedies available to it, be entitled to equitable relief by way of
injunction and any other legal or equitable remedies.
10. TERMINATION
(a) At any time during the term of your employment, Employer may terminate
your employment under this agreement for (i) your willful, reckless or gross
misconduct, (ii) your material breach of any term or provision of this
agreement, or (iii) for other good cause, as such term is defined under
California law.
(b) You may terminate your employment under this agreement (i) upon any
relocation of the place at which you primarily are performing your services to
Employer to a location which is outside the metropolitan Los Angeles area, (ii)
if Employer elects to not actually use your services and continues to pay your
base salary pursuant to Paragraph 2(c) above for a period of one hundred twenty
(120) consecutive days, or (iii) in the event Employer commences the production
or distribution of an entertainment software or other product which is
pornographic.
(c) In the event of the termination of your employment under this
agreement pursuant to Paragraphs 10(a) or 10(b), all obligations of Employer to
you under this agreement shall immediately terminate.
(d) In the event of your death during the term of this agreement, this
agreement shall terminate and Employer only shall be obligated to pay your
estate or legal representative the salary provided for above to the extent
earned by you prior to such event. In the event you are unable to perform the
services required of you under this agreement as a result of any disability, and
such disability continues for a period of 60 or more consecutive days or an
aggregate of 90 or more days during any 12-month period during the term of this
agreement, then Employer shall have the right, at its option, to
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terminate your employment under this agreement. 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.
11. USE OF EMPLOYEE'S NAME
Employer shall have the right, but not the obligation, to use your name or
likeness for any publicity or advertising purpose.
12. ASSIGNMENT
Employer may assign this agreement or all or any part of its rights under
this agreement to any entity which succeeds to all or substantially all of
Employer's assets (whether by merger, acquisition, consolidation, reorganization
or otherwise) or which Employer may own substantially, and this agreement shall
inure to the benefit of such assignee.
13. NO CONFLICT WITH PRIOR AGREEMENTS
You represent to Employer that neither your commencement of employment
under this agreement nor the performance of your duties under this agreement
conflicts or will conflict with any contractual commitment on your part to any
third party, nor does it or will it violate or interfere with any rights of any
third party.
14. POST-TERMINATION OBLIGATIONS
After the expiration or earlier termination of your employment under this
agreement for any reason whatsoever, you shall not, either alone or jointly,
with or on behalf of others, directly or indirectly, whether as principal,
partner, agent, shareholder, director, employee, consultant or otherwise, at any
time during a period of one (1) year following such expiration or termination,
offer employment to, or solicit the employment or engagement of, or otherwise
entice away from the employment of Employer or any affiliated entity, either for
your own account or for any other person firm or company, any person who was
employed by Employer or any such affiliated entity on the last day of your
employment under this agreement, whether or not such person would commit any
breach of his or her contract of employment by reason of his or her leaving the
service of Employer or any affiliated entity.
15. ENTIRE AGREEMENT; AMENDMENTS; WAIVER, ETC.
(a) This agreement supersedes all prior or contemporaneous agreements and
statements, whether written or oral, concerning the terms of your employment
with
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Employer, and no amendment or modification of this agreement shall be binding
against Employer unless set forth in a writing signed by Employer and
delivered to you. Without limiting the generality of the foregoing, you
acknowledge that this agreement supersedes your prior written agreement with
Employer dated as of April 1, 1997, and upon the commencement of your
employment under this agreement, such prior agreement will be terminated and
of no further force and effect.
(b) You have given no indication, representation or commitment of any
nature to any broker, finder, agent or other third party to the effect that any
fees or commissions of any nature are, or under any circumstances might be,
payable by Employer or any affiliate of Employer in connection with your
employment under this agreement.
(c) No waiver by either party of any breach by the other party of any
provision or condition of this agreement shall be deemed a waiver of any similar
or dissimilar provision or condition at the same or any prior or subsequent
time.
(d) Nothing contained in this agreement shall be construed so as to
require the commission of any act contrary to law and wherever there is any
conflict between any provision of this agreement and any present or future
statute, law, ordinance or regulation, the latter shall prevail, but in such
event the provision of this agreement affected shall be curtailed and limited
only to the extent necessary to bring it within legal requirements.
(e) This agreement does not constitute a commitment of Employer with
regard to your employment, express or implied, other than to the extent
expressly provided for herein. Upon termination of this agreement, it is the
contemplation of both parties that your employment with Employer shall cease,
and that neither Employer nor you shall have any obligation to the other with
respect to continued employment. In the event that your employment continues
for a period of time following the stated expiration date of this contract,
unless and until agreed to in a new subscribed written document, such employment
or any continuation thereof is "at will," and may be terminated without
obligation at any time by either party giving notice to the other.
(f) You hereby acknowledge that you have had an opportunity to seek legal
counsel of your own choice regarding the effect and import of entering into this
Agreement.
(g) This agreement shall be governed by and construed in accordance with
the laws of the State of California without regard to conflict of law
principles.
(h) In accordance with the Immigration Reform and Control Act of 1986,
employment under this agreement is conditioned upon satisfactory proof of your
identity and legal ability to work in the United States.
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(i) To the extent permitted by law, you will keep the terms of this
agreement confidential, and you will not disclose any information concerning
this agreement to anyone other than your immediate family and professional
representatives (provided they also agree to keep the terms of this agreement
confidential).
16. NOTICES
All notices which either party is required or may desire to give the other
shall be in writing and given either personally or by depositing the same in the
United States mail addressed to the party to be given notice as follows:
To Employer: 0000 Xxxxx Xxxx Xxxxxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: President and
Chief Operating Officer
To Employee: 0000 Xxxxxxx Xxxxxx
Xx Xxxxxxxxx, Xxxxxxxxxx 00000
Either party may by written notice designate a different address for giving
of notices. The date of mailing of any such notices shall be deemed to be the
date on which such notice is given.
17. HEADINGS
The headings set forth herein are included solely for the purpose of
identification and shall not be used for the purpose of construing the meaning
of the provisions of this agreement.
If the foregoing accurately reflects our mutual agreement, please sign
where indicated.
ACCEPTED AND AGREED TO:
EMPLOYER EMPLOYEE
By: By:
-------------------------------- ------------------------------------
Xxx Xxxxxxxx Xxxxx X. Xxxxx
President and Chief
Operating Officer
Date: Date:
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