EXHIBIT 10.18
As of September 1, 1997
Mr. Robert Dewar
The Vinery
Eastrop Grange
Highworth, Swindon
Wiltshire SN6 7AT
United Kingdom
Dear Mr. Dewar:
This letter confirms the terms of your employment by Activision, Inc.
("Employer").
1. TERM
(a) The initial term of your employment under this agreement shall
commence on September 1, 1997 and shall expire on August 31, 1998, unless
earlier terminated as provided below (the "initial period").
(b) Employer shall have the irrevocable option to extend the term
of this agreement beyond the initial period for three additional successive
one year periods.
(c) The options granted to Employer in Paragraph 1(b) of this
agreement will be exercised by Employer by written notice given to you at
least six (6) months prior to the expiration of the initial period, the first
annual option period or the second annual option period, as applicable.
2. COMPENSATION
(a) In full consideration for all rights and services provided by
you under this agreement, you shall receive an annual base salary of L135,000
during the initial period. If Employer exercises its option pursuant to
Paragraph 1(b) with respect to the first annual option period, your annual
base salary shall be L142,500 during such first annual option period. If
Employer exercises its option pursuant to Paragraph 1(b) with respect to the
second annual option period, your annual base salary shall be L150,000 during
such second annual option period. If Employer exercises its option pursuant
to Paragraph 1(b) with respect to the third annual option period, your annual
base salary will be L157,500 during such third annual option period.
(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
Page 1 06/25/99
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 may be entitled to
receive an annual performance based bonus of up to 60% of your annual base
salary, in compliance with the standard company plans and procedures which is
determined by Employer's senior management and Board of Directors (or the
Compensation Committee of such Board of Directors) based on a number of
factors including the achievement of specific corporate sales, profitability
and return on equity goals, as well as a discretionary component which will
based upon your performance, achievement of objectives, and contribution to
the success of the corporate goals and objectives.
(e) You also are being granted, under Employer's existing or
modified stock option plan, options to purchase 7,500 shares of Employer's
common stock. Such options are in addition to the stock options previously
issued to you by Employer. The 7,500 options will be issued on the
commencement date of your employment under this agreement and will vest
ratably over five years, with one fifth (1/5) of the amount granted vesting
at the end of each such year. Such options will have an exercise price that
will be the market price of such common stock on the date the options are
issued and will be governed in all other respects by Employer's stock option
plan in effect at the time of grant. You also shall be eligible to receive
additional options under the company'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.
(f) Employer and you acknowledge that, as of the execution date
of this agreement, you have accrued but have not yet been paid bonus
compensation in the amount of L10,903 for services previously rendered by you
to Employer. Employer and you agree that such L10,903 bonus shall not
actually be paid to you but instead shall be applied as a reduction of the
L50,000 loan previously made to you by Employer. In addition, the
outstanding loan balance of L39,097 shall automatically be reduced by
L1,629.04 per month on the last day of each month, commencing on September
30, 1997,
Page 2 06/25/99
provided that you continue to be employed by Employer under this agreement on
the applicable reduction date.
3. TITLE
You are being employed under this agreement in the position of
Senior Vice President, International, with your principal responsibility
being the management and supervision of all of Employer's international
business operations.
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
(a) During the term of your employment by Employer, you shall be
provided with a car allowance pursuant to which you will be reimbursed the
sum of L300 per month.
(b) You also 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. 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 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.
Page 3 06/25/99
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 ten (10) days of
paid vacation per year.
(b) You shall be entitled to all paid holidays given by Employer
to its full-time employees.
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 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,
Page 4 06/25/99
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) 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 (ii) 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 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.
Page 5 06/25/99
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 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 August 7, 1996, and such agreement is
hereby declared 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.
Page 6 06/25/99
(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) 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).
Page 7 06/25/99
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: 3100 Ocean Park Boulevard
Santa Monica, California 90405
Attention: Senior Vice President,
Business Affairs and General Counsel
To Employee: The Vinery
Eastrop Grange
Highworth, Swindon
Wiltshire SN6 7AT
United Kingdom
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:
-------------------------------- ------------------------------------
Lawrence Goldberg Robert Dewar
Senior Vice President, Business
Affairs and General Counsel
Date: Date:
------------------------------- ----------------------------------
Page 8 06/25/99