Exhibit
10.23


 


 










RESTRICTED STOCK AWARD LETTER






 


[DATE OF LETTER]


 


Dear [GRANTEE NAME],


 


Congratulations.  On behalf of Take-Two Interactive Software, Inc.
(the “Company”), I am pleased to offer the enclosed Restricted Stock award.  You are being given this Restricted Stock
award as part of your compensation for serving on the Board of Directors of the
Company (the “Board”).


 


The following table
provides key information about your shares of restricted common stock of the
Company (“Restricted Stock”):


 




	
  Grantee
  Name:

  	
  [GRANTEE NAME]

  	
   

  
	
   

  	
   

  	
   

  
	
  Date
  of Grant:

  	
  [GRANT DATE]

  	
   

  
	
   

  	
   

  	
   

  
	
  Stock
  Plan:

  	
  Incentive Stock Plan,
  as amended (the “Plan”)

  
	
   

  	
   

  	
   

  
	
  Type
  of Grant:

  	
  Restricted Stock Award

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares:

  	
  [NUMBER]

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
  The vesting schedule of
  the shares is as follows:

  
	
   

  	
   

  
	
   

  	
  Vesting Date

  	
  Number of Shares

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


Except as otherwise
provided below, the shares of Restricted Stock shall become vested in the
amounts set forth opposite the vesting dates listed in the table above,
provided that you remain a member of the Board through and on each applicable
vesting date.  The shares of Restricted
Stock also shall become vested at such earlier times, if any, as shall
otherwise be determined by the Compensation Committee of the Board in its sole
and absolute discretion.


 


In the event of a Change
of Control (as such term is defined in the Company’s Incentive Stock Plan, as
amended) of the Company or in the event that you cease to be a member of the
Board for any of the following reasons: (i) you run for re-election as a
director at an Annual Meeting of the Company’s stockholders and are not
re-elected or (ii) you are willing to stand for re-election at an Annual
Meeting of the Company’s stockholders and are not nominated by the Board to run
for re-election, then all unvested shares of Restricted Stock shall immediately
vest upon the happening of any such events. 
Should you cease to be a member of the Board for any other reason, all
unvested shares of Restricted Stock (other than any such shares that become vested
as described above in this Restricted Stock award on account of such
termination) shall be forfeited immediately upon such cessation and shall
revert back to the Company without any payment to you, and you shall not
thereafter have any rights with respect to such Restricted Stock.  Your vested shares of Restricted Stock will
remain your property until you choose to sell them.


 


 

















 


 


With respect to all
shares of Restricted Stock that are your property, whether vested or unvested,
you will have the right to vote such shares of Restricted Stock, to receive and
retain all regular cash dividends and other cash equivalent distributions as
the Board may in its sole discretion designate, pay or distribute on such shares
of Restricted Stock and to exercise all other rights, powers and privileges of
a holder of common stock with respect to such shares of Restricted Stock, with
the exceptions that: (1) other than regular cash dividends and other cash
equivalent distributions as the Board may in its sole discretion designate, pay
or distribute, the Company will retain custody of all distributions (“Retained
Distributions”) made or declared with respect to the shares of Restricted Stock
(and such Retained Distributions will be subject to the same restrictions,
terms and conditions as are applicable to the shares of Restricted Stock), and
such Retained Distributions shall be given to you only, if ever, when the
shares of Restricted Stock with respect to which such Retained Distributions
will have been made, paid or declared will have become vested; (2) you may
not sell, assign, transfer, pledge, exchange, encumber or dispose of the shares
of Restricted Stock or any Retained Distributions during the time within which
such shares may be subject to forfeiture; and (3) a breach of any of the
restrictions, terms or conditions contained in the Plan or otherwise
established by the Compensation Committee in accordance with the Plan with
respect to the shares of Restricted Stock or Retained Distributions will cause
a forfeiture of the shares of Restricted Stock and any Retained Distributions
with respect thereto.


 


To the extent permitted
under applicable foreign, federal, state or provincial law, the Compensation
Committee of the Board, in its sole and absolute discretion, may issue the
shares in the form of uncertificated shares. 
Such uncertificated shares of Restricted Stock will be credited to an
electronic book entry or similar electronic account maintained by the Company
(or its designee) on your behalf.


 


Restricted stock awards
may have tax implications in the jurisdiction(s) in which you work, reside
and/or are a citizen of.  In the paragraphs below, certain United States federal income tax
information is summarized.  This
information is provided to assist you with understanding the income tax
implications of your Restricted Stock award; however, it is not intended to be
and is not a substitute for income tax advice. 
You should consult your own tax advisor for specific income tax advice
pertaining to your individual circumstances.


 


Special United States
federal income tax rules apply regarding the timing and amount of taxable
income to be recognized with respect to the shares of Restricted Stock.  In general, you will recognize ordinary
income equal to the excess of the fair market value of such shares on their
respective vesting dates over the amount, if any, paid for such shares; the
holding period for capital gain purposes will begin just after that day; the
tax basis will be the amount paid for such shares, if any, plus the amount of
ordinary income recognized upon vesting; and any dividends distributed on the
Restricted Stock prior to vesting will be treated as compensation rather than
dividend income.  You have the option of
making an Internal Revenue Code section 83(b) election in order to
recognize ordinary income equal to the excess of the fair market value of the
shares at the time of the award over the amount, if any, paid for such shares
in the year that you were given the above award, even though the shares have not
yet vested; the holding period for capital gain purposes will begin just after
the date the award was made; any gain or loss on a subsequent sale of the
shares will be either a long-term or short-term capital gain or loss depending
on the holding period; and any dividends distributed on the Restricted Stock
will be treated as dividend income. 
However, should cease to be a member of the Board before all your shares
have vested, you will forfeit the unvested shares and therefore will have paid
tax on income not realized (which cannot be recouped from the Internal Revenue
Service).  You acknowledge that it is
your sole responsibility, and not the Company’s, to file timely and properly
the section 83(b) election with the Internal Revenue Service.  To be effective, the section 83(b) election
must be filed within 30 days of the grant of the Restricted Stock to you.


 


 


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For more information
regarding general tax rules related to the shares of Restricted Stock or
the section 83(b) election, please see the enclosed Restricted Stock Award
FAQs or contact stockadmin@take2games.com.


 


No later than the date as
of which the Company is obligated by the tax laws of any jurisdiction to
withhold amounts for the satisfaction of your obligations relating to the tax
laws of that jurisdiction with respect to this Restricted Stock award, you will
pay to the Company, or make arrangements satisfactory to the Compensation
Committee regarding the payment of any taxes of any kind required by law to be
withheld or paid with respect to such amount. 
The obligations of the Company to you under this Restricted Stock award
are conditioned upon such payment or arrangements, and the Company will, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to you from the Company or its subsidiaries.


 


The shares of Restricted
Stock are being issued to you and this Restricted Stock award is being made by
the Company in reliance upon your making the following express representations
and warranties:  (1)  you have hereby
been advised that you may be an “affiliate” within the meaning of Rule 144
under the Securities Act of 1933, as amended (the “Act”) and in this connection
the Company is relying in part on your representations set forth herein; (2) if
you are deemed an affiliate within the meaning of Rule 144 of the Act, the
shares must be held indefinitely unless an exemption from any applicable resale
restrictions is available or the Company files an additional registration
statement (or a “re-offer prospectus”) with regard to such shares and the
Company is under no obligation to register the shares (or to file a “re-offer
prospectus”); and (3) if you are deemed an affiliate within the meaning of
Rule 144 of the Act, you understand that the exemption from registration
under Rule 144 shall not be available unless (a) a public trading
market then exists for the Company’s common stock, (b) adequate
information concerning the Company is then available to the public, and (iii) other
terms and conditions of Rule 144 or any exemption therefrom are complied
with; and that any sale of the shares may be made only in limited amounts in
accordance with such terms and conditions.


 


This Restricted Stock award
is subject to the terms and conditions of the Plan, as amended from time to
time.  If and to the extent that this
Restricted Stock award conflicts or is inconsistent with the terms and
conditions of the Plan, the Plan shall control, and this Restricted Stock award
shall be deemed to be modified accordingly. 
A copy of the Plan is attached, along with a set of Restricted Stock
Award FAQs which will answer questions that you may have about your Restricted
Stock award.


 


Please indicate your
acceptance of this Restricted Stock award by signing in the space provided
below within a period of 60 days from the date of this letter.


 


The Company appreciates and
looks forward to your participation in and commitment to our success.


 


Sincerely,


 


	
   

  	
   

  	
  I accept this Restricted
  Stock award and understand there are tax implications associated with the
  vesting of my shares of Restricted Stock.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee Name

  	
  Date

  
	
   

  	
   

  	
  Restricted Stock Award
  Recipient

  	
   

  



 


 


 


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