Third Amendment to Employment Agreement, dated May 7, 2018 between the Company and Lainie Goldstein

This Third Amendment to Employment Agreement (“Third Amendment”) dated as of May 17, 2018, is entered into by and between Lainie Goldstein (the “Employee”) and Take-Two Interactive Software, Inc. (the “Employer” or the “Company”).

WHEREAS the Employee and the Employer desire to amend the terms of Employee’s May 12, 2010 Employment Agreement (the “May 2010 Agreement”), including the First Amendment thereto dated October 25, 2010 (the “First Amendment”) and the Second Amendment thereto dated August 27, 2012 (the “Second Amendment,” or collectively with the May 2010 Agreement and the First Amendment, the “Employment Agreement”);

NOW, THEREFORE, in consideration of their mutual promises, Employee and the Employer hereby agree to this Third Amendment to the Employment Agreement as follows:

in accordance with the terms and conditions of the Take-Two Interactive Software, Inc. Annual Incentive Plan (the “AIP”), a copy of which is attached as Exhibit A. Notwithstanding the Company’s ability to modify or amend the AIP generally, the grids applicable to the calculation of Employee’s Annual Discretionary Bonus are as set forth on page 5 of the AIP and may not be amended or modified adversely as to Employee.

 

f) In the event the Company makes a bonus or incentive compensation payment or equity award (collectively, Incentive Award(s)”) to the Employee on or after April 1, 2018 where (i) the Incentive Award was predicated upon achieving certain financial results that were subsequently determined to have been erroneously reported; and (ii) the Board determines that the Employee engaged in knowing or intentional fraudulent or illegal conduct that caused or substantially caused such erroneous reporting to have occurred; and (iii) a lower Incentive Award would have been made to the Employee based upon the corrected financial results, the Board may require in accordance with the Corporate Governance Guidelines of the Company, within four years after the Incentive Award was made, and to the extent practicable under applicable law, recovery from the Employee in the amount by which the Employee’s Incentive Award(s) for the relevant period exceeded that lower payment of the Incentive Award that would have been made based on the corrected financial results (as determined by the Company) including by way of cancellation of outstanding restricted equity awards and options previously granted to the Employee on or after the April 1, 2018.

 

c) In the event that the Employee’s employment with the Employer is terminated by action taken by the Company without Cause (other than in accordance with Section 6(b) above) or by a Notice of Non-Renewal from the Company, then the Employer shall have no further obligations or duties hereunder to the Employee, except for payment of the amounts described in this Section 6(c) and as provided in Section 8(g), and Employee shall have not further obligations or duties hereunder to the Employer, except as provided in Section 7. In the event of such termination, and provided the Employee executes and does not revoke a full release and waiver of claims in a form substantially the same as that annexed hereto as Exhibit B (the “Release Agreement”), then the Employee will be eligible to receive: (i) the following benefits for a period of twenty-four (24) months following the Employee’s termination of employment (the “Severance Period”): (A) continuation of the Employee’s Salary as in effect on the date of termination, in accordance with the Employer’s standard payroll practices; and (B) provided that Employee timely elects and remains eligible for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”), the Employer shall pay the full amount of Employee’s premiums (the “COBRA Premiums”) for the Employer’s group health insurance, at Employee’s then current election levels, provided that if the COBRA continuation period expires prior to the end of the Severance Period, the Company shall pay the Employee (x) a cash amount equal to the COBRA premiums that the Company would have been required to pay under this subsection (B) for the remainder of the Severance Period and (y) a full tax gross-up with respect to such cash payment so that Employee has no after tax consequences with respect to such cash payment and the related tax gross up payment, each, subject to applicable withholding, and provided further that the Employer reserves the right to restructure the foregoing arrangement in any manner necessary or appropriate to avoid fines, penalties or negative tax consequences to the Employer or the Employee (including, without limitation, to avoid any penalty imposed under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Employer in its good faith discretion; (ii) an amount equal to two times the Employee’s target Annual Discretionary Bonus as set out in Section 3(b); (iii) payment of a pro-rated portion of Employee’s Annual Discretionary Bonus for the fiscal year in which Employee’s termination occurs, calculated as follows: (A) if Employee’s termination occurs on or prior to the last day of the second fiscal quarter of a fiscal year, 50% of the Employee’s target Annual Discretionary Bonus as set out above in Section 3(b); or (B) if Employee’s termination

occurs on or after the first day of the third fiscal quarter of a fiscal year, 100% of the Employee’s target Annual Discretionary Bonus as set out above in Section 3(b); (iv) all unpaid bonuses (including Annual Discretionary Bonuses) with respect to the last full fiscal year of the Employee’s employment with Employer, if any, that would have been paid but for Employee’s termination without Cause; and (v) immediate vesting of all restricted equity previously granted to the Employee by the Employer, effective immediately prior to the termination of the Employee’s employment (the “Severance Benefits”). The Severance Benefits described in subsections (i)(A), (ii), (iii), and (iv) will be paid or commence, as applicable, on the 60th day following the date of the Employee’s termination of employment, provided that the Employee has signed the Release Agreement referenced herein and it has become irrevocable before such 60th day, and provided further that any installments that otherwise would have been payable to the Employee on the normal payroll dates occurring during the first 60 days following the Employee’s termination of employment will be paid in a lump sum payment on such 60th day.