Exhibit 10.24


 


 


 


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 in recognition of your contribution to the success of
the Company.


 


The Restricted Stock
award consists of shares of common stock of the Company that are subject to a
time-based vesting schedule (the “Time Vested Restricted Stock”), as well as
shares of common stock that will vest upon the achievement of certain
performance milestones (the “Performance Based Restricted Stock” and together
with the Time Vested Restricted Stock, the “Restricted Stock”), subject to your
continued employment with the Company and its affiliates from the date of grant
until the applicable vesting date.


 


The following table
provides key information about your shares of Restricted Stock:


 




	
  Employee
  Name:

  	
   

  	
  [OPTIONEE NAME]

  
	
   

  	
   

  	
   

  
	
  Date
  of Grant:

  	
   

  	
  [GRANT DATE]

  
	
   

  	
   

  	
   

  
	
  Stock
  Plan:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Type
  of Grant:

  	
   

  	
  Restricted Stock Award

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares of 

  Time Vested Restricted

  Stock:

  	
   

  	
  [NUMBER]

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares of

  Performance Based

  Restricted Stock:

  	
   

  	
  [NUMBER]

  
	
   

  	
   

  	
   

  
	
  Annual
  Performance 

  Target

  	
   

  	
  Year 1

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Year 2

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Year 3

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  Trading Price of

  Company’s Common

  Stock (“Base Price”):

  	
   

  	
   

  
							






 

















 




	
  Vesting
  Schedule of

  Restricted Stock:

  	
   

  	
  The vesting schedule of
  the Restricted Stock is as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tranche

  	
   

  	
  Vesting Date

  	
   

  	
  Number of

  Shares of Time

  Vested

  Restricted

  Stock

  	
   

  	
  Number of

  Shares of

  Performance

  Based

  Restricted

  Stock

  
	
   

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Except as otherwise
provided below, the shares of Time Vested Restricted Stock shall become vested
in the amounts set forth opposite the vesting dates listed in the table above,
provided that you remain employed by the Company or its subsidiaries through
and on each applicable vesting date.


 


The shares of Performance
Based Restricted Stock shall become vested in the amounts set forth opposite
the vesting dates listed in the table above, provided (i) that the annual
performance target with respect to each tranche of shares shall have been met
on or prior to the applicable vesting date of such tranche and (ii) that
you remain employed by the Company or its subsidiaries through and on each
applicable vesting date.  Notwithstanding
the foregoing, the Performance Based Restricted Stock shall be subject to a
catch-up whereby in the event that a performance target was not met with
respect to a certain tranche of shares on or prior to the applicable vesting
date, then, if such performance target shall have been achieved on or prior to
the vesting date of the subsequent tranche of shares, then the portion of the
Performance Based Restricted Stock whose vesting was contingent on the
achievement of the missed performance target shall vest on such subsequent
vesting date; provided, however, that any shares of Performance
Based Restricted Stock that did not vest on or prior to the vesting date of the
last tranche of the Performance Based Shares hereunder shall be forfeited and
shall revert back to the Company without any payment to you, and you shall not
thereafter have any rights with respect to such shares of Performance Based
Restricted Stock.


 


The shares of Restricted
Stock also shall become vested at such earlier times, if any, as shall be
provided for in the Plan or in any employment agreement, offer letter or other
written agreement between you and the Company, or as shall otherwise be
determined by the Compensation Committee of the Company’s Board of Directors in
its sole and absolute discretion.


 


Should your employment
terminate for any 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
termination 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 Company’s Board of Directors 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 Company’s Board of
Directors 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 


 


 


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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 Company’s Board of Directors, in its sole and absolute
discretion, may issue the shares of Restricted Stock 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 which may or may not apply to you depending on your
individual circumstances.  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 your employment terminate 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.


 


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 


 


 


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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.

   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seth Krauss

  Executive Vice
  President & General Counsel

  	
   

  	
  Employee Name

  Restricted Stock Award
  Recipient

  	
   

  	
  Date

  



 


 


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