Exhibit 10.1


 


FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT


 


FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT (“First Amendment”) is made and entered into as of October 25,
2010 (the “Effective Date”), by and between Take-Two Interactive Software, Inc.,
a Delaware corporation (the “Employer” or the “Company”), and Lainie Goldstein
(the “Employee”).


 


W  I  T
N  E  S  S  E  T  H :


 


WHEREAS Employee and the
Company entered into an Employment Agreement dated May 12, 2010 (the “Employment
Agreement”);


 


WHEREAS, the Board of
Directors of the Company has approved a change in the Company’s fiscal year
from the twelve month period ending October 31st to the twelve month
period ending March 31st;


 


WHEREAS Employee and the
Company desire to amend the Employment Agreement as set forth below in order to
align compensation periods with the other employees of the Company following
the change in the Company’s fiscal year;


 


NOW, THEREFORE, in
consideration of their mutual promises, Employee and the Company hereby agree
to amend the Employment Agreement as follows:


 


1.  All
capitalized terms used in this First Amendment and not otherwise defined herein
shall have the meanings ascribed to such terms in the Employment Agreement.


 


2.  The twelve
month period ending October 31, 2010 shall be deemed a Fiscal Year for all
purposes under Sections 3 and 6 of the Employment Agreement.


 


3.  The period
commencing November 1, 2010 and ending March 31, 2011 shall be deemed
a Fiscal Year (the “Pro-rated Fiscal Year”) for all purposes under Sections 3
and 6 of the Employment Agreement; provided that:


 


(a)  The Employee’s
Bonus under Section 3(b) of the Employment Agreement for the
Pro-rated Fiscal Year shall be based upon the Salary payable to Employee during
the Pro-rated Fiscal Year.


 


(b)  In the event
the Employee’s employment is terminated pursuant to Section 6(b) of
the Employment Agreement during the Pro-rated Fiscal Year, the target Bonus
payable to Employee shall be a pro rata portion of the Bonus that would have
been payable to Employee during the Pro-rated Fiscal Year based upon the number
of days worked by Employee during the Pro-rated Fiscal Year.


 


(c)  In the event
the Employee’s employment is terminated pursuant to Section 6(c) of
the Employment Agreement during the Pro-rated Fiscal Year, Accrued Bonus shall
mean an amount equal to 50% of the target Bonus as set forth in Section 3(b) of
the Employment Agreement.


 


1

















 


(d)  In the event
the Employee’s employment is terminated pursuant to Section 6(c) of
the Employment Agreement in the Fiscal Year immediately following the Pro-rated
Fiscal Year, the Pro-rated Fiscal Year shall be deemed a “full fiscal year” for
the purposes of determining “all unpaid bonuses with respect to the last full
fiscal year” as provided in Section 6(c)(iv) of the Employment
Agreement.


 


(e)  In the event
the Employee’s employment is terminated pursuant to Section 6(c) of
the Employment Agreement following the Pro-rated Fiscal Year and prior to October 31,
2011, the Accrued Bonus payable to the Employee shall be an amount equal to (i) the
Accrued Bonus as calculated under the Employment Agreement as if a change in
fiscal year from October 31st had not occurred, less (ii) an amount
equal to the Bonus, if any, paid or payable to the Employee in respect of the
Pro-rated Fiscal Year.


 


4.  Commencing
from and after April 1, 2011, for the purpose of calculating the Employee’s
Bonuses under Sections 3 and 6 of the Employment Agreement, as applicable, the
Employee’s Salary shall be deemed to be the weighted average of the Employee’s
Salary during the applicable Fiscal Year.


 


5.  The
Employer’s five month fiscal period ended March 31, 2010 shall not be
deemed a “Fiscal Year” for purposes of Sections 3 and 6 of the Employment
Agreement, and Employee hereby waives any and all claims for a Bonus in respect
of such period on a stand-alone basis.


 


6.  Except as
otherwise expressly set forth herein, the Employment Agreement shall continue
unmodified in full force and effect.


 


 


IN WITNESS WHEREOF, the
parties hereto have executed and delivered this First Amendment as of the date
first above written.


 


	
  TAKE-TWO INTERACTIVE
  SOFTWARE, INC. 

  	
   

  	
  LAINIE GOLDSTEIN 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/Ben Feder

  	
   

  	
  /s/Lainie Goldstein 

  
	
   

  	
   

  	
   

  
	
  Name: Ben Feder 

  	
   

  	
  Name: Lainie Goldstein 

  
	
   

  	
   

  	
   

  
	
  Title: Chief Executive
  Officer 

  	
   

  	
  Date: October 25,
  2010

  
	
   

  	
   

  	
   

  
	
  Date: October 25,
  2010

  	
   

  	
   

  
				



 


2