Exhibit 10.22


 


Employment Term Sheet


 


1. Title:                                                                                                     EVP


 


2. Reporting:                                                                        Chief
Executive Officer of Take-Two Interactive Software, Inc. (“Take-Two”)


 


3. Term:                                                                                                 Position
to be reviewed no later than the end of June, 2008 (the “Initial Period”),
review shall include consideration for the role of Chief Operating Officer of
Take-Two (“COO”).


 


If the role of COO is offered to you, you will have 30 days to accept
such position (failure to accept or decline such offer within such 30 day
period shall be deemed a rejection of such offer).


 


4. Termination:                    12 months notice
of termination as per current agreement, subject to standard non-solicitation and
no-hire agreements per section 15 of this Term Sheet.


 


In the event that you reject an offer of the COO position, Take-Two may,
at its option, terminate your employment upon 12 months notice of termination
(subject to standard non-solicitation and no-hire agreements per section 15 of
this Term Sheet); provided, however, that Take-Two may require you to continue
working for up to 6 months of such 12 month notice period and you will receive
a payment in lieu of the balance of the 12 months’ notice.


 


In the event that Take-Two does not offer you the COO position prior to
the expiration of the Initial Period, you may provide Take-Two with notice of
your election to terminate your employment for good reason within 30 days
following the expiration of the Initial Period and Take-Two shall have a
further period of 30 days from receipt of such notice to offer you the COO
position.  If Take-Two fails to offer you
the COO position prior to the expiration of such 30 day cure period, notice of
termination shall be deemed properly provided on the expiry of the 30 day cure
period and you shall be entitled to a payment in lieu of 12 months’ notice
(subject to standard non-solicitation and no-hire agreements per section 15 of
this Term Sheet).


 


In connection with any such termination, any equity of Take-Two held by
you that is subject to vesting will continue to vest during such 12 month
notice period in accordance with its terms, with all unvested equity awards
being cancelled upon the expiration of such 12 month notice period.


 


5. Location:                           Initially
perform position of EVP  from London, UK
base until the end of the Initial Period. At that time, a decision that relocation
of base to Take-Two’s headquarters, currently New York, NY shall be upon mutual
agreement. During Initial Period, you shall travel to New York 


 

















 


as often as is reasonably requested or necessary to ensure cohesion,
effective working relationship and involvement of Take-Two management and
corporate team. Other travel as necessary and appropriate to effectively
execute job duties and responsibilities.


 


It is understood by all parties that the position of COO is
contemplated to be based at Take-Two’s headquarters, currently in New York
City. However, relocation to the US from the UK may be made upon a schedule
agreed by both parties, not to exceed three months from the end of the Initial
Period unless otherwise agreed upon.


 


6. NY Housing:                    Take-Two shall
continue to provide a temporary housing stipend, at current rate of up to
$10,000 per month, until end of June 2008.


 


7. Salary:                                                                                           £
250,000 per annum


 


8. Bonus:                               Participation in
Take-Two’s corporate bonus program at a level commensurate with other Executive
Officers, currently the CFO and the General Counsel.  Cash bonus will be based on global, corporate
EBITDA (based on a budgeted EBITDA (“Budget”) determined by Take-Two and
communicated to you within 90 days following the commencement of each fiscal
year).  For fiscal year 2008, target cash
bonus where actual corporate EBITDA equals 100% of Budget is 50% of base salary
(“Targeted Bonus”).  Targeted Bonus shall
vary as described below based upon Take-Two’s corporate EBITDA:


 


·      EBITDA at less
than 75% of Budget, you shall receive no cash bonus


·      EBITDA at 75% -
100% of Budget, you shall receive a cash bonus of 20% - 100% of Targeted Bonus.*


·      EBITDA at 100% -
125% of Budget, you shall receive a cash bonus of 100% - 150% of Targeted Bonus.*


·      EBITDA at 125% or
higher of Budget, you shall receive a cash bonus capped at 150% of Targeted
Bonus.


*The Bonus in this range will be determined based on a proportional
sliding scale.


 


9. Stock incentive:              Participation in
Take-Two’s new equity incentive program at a level commensurate with other
Executive Officers, currently the CFO and the General Counsel.  Within participation level award values are determined
by the CEO, in consultation with and approval of the Compensation Committee of
the Board of Directors, and shall take into consideration job performance and achievement
of certain to be defined goals and objectives. 
All equity awards that you have received prior to the date of this Term
Sheet will not be affected by your participation in the new equity incentive
program.  In the event that your
employment is terminated by Take-Two “without cause” or pursuant to the third
paragraph of Section 4 of this Term Sheet, all of your time-based vesting
equity awards granted to you under the new equity incentive program (i.e.
equity granted subsequent to this agreement and pursuant to this agreement) will
immediately vest.


 

















 


10. Benefits:                         Standard
UK benefits (to be continued at a level the same or substantially similar to
benefits currently provided), subject to adjustment to standard US benefits if
you relocate to US.


 


11.  Other terms:                  Car Allowance - £1,000 per
month car allowance


Vacation – 25 days


Pension – 7.5% standard UK contribution (subject to adjustment if you
relocate to US)


 


12.
Key responsibilities:    Key
responsibilities shall include, but are not limited to:


 


·      Direct
supervision of worldwide sales with direct reporting of the heads of the North
American and International teams with a particular short term emphasis and
involvement in the European sales and distribution business to assist in the
move to the new corporate structure.


 


·      Review, analysis
and optimization of existing sales and distribution arrangements for all
products as well as development and implementation of new strategic approach to
sales and distribution to increase revenue and profit moving forward.


 


·      Serve as
corporate liaison with all labels to maximize, working to maximize revenue and
profit of all products.


 


·      Business
development and increased profitability in identified geographic regions such
as Asia/Pacific (including Japan) and Latin and South America (including
Mexico).


 


·      Business
development and increased profitability in identified product areas, such as
casual games and online gaming.


 


13. Change of control:


 


a) In the event that Zelnick Media’s management agreement with Take-Two
is terminated, or a majority of Take-Two’s outstanding common stock is acquired
by a competitor or other entity, all outstanding equity grants shall
immediately vest.  However, this shall
not apply to any merger or acquisition whereby the Zelnick Media management
agreement survives.


 


b) If employment is terminated by Take-Two (or its successor) within 12
months following a change in control as described in paragraph a) above or by
you within 90 days following a change in control as described in paragraph a),
then the 12 month notice period referred to in Section 4 shall become a
payment in lieu of notice, payable in two instalments, one at termination and
one six months following termination.  The
standard non-solicitation and no-hire agreements per section 15 of this Term
Sheet shall apply to the entire 12 month period following employment.


 


14.
Jurisdiction


 


This Term Sheet shall be governed by the laws of England and the
parties submit to the jurisdiction of the Courts of England for the
determination of disputes or claims arising out of this Term Sheet.


 

















 


15.  Non-Solicitation / No Hire


 


The employee hereby agrees
that he shall not, during the period of his employment and for a period of 12 months
following such time as employee is no longer actively employed by Take-Two
(which 12 month period shall not be extended by any period that employee
continues to work during a termination notice period), directly or indirectly,
solicit to employ, hire or engage as an employee or consultant, any then
current employee of Take-Two or any of its subsidiaries or affiliates or
otherwise persuade or attempt to persuade any such employee to discontinue or
alter his or her relationship with Take-Two or any of its subsidiaries or
affiliates.


 


This Term Sheet supersedes and replaces in its entirety the offer
letter dated December 22, 2006 between employee and Take-Two.


 


 


	
  Agreed to and Accepted by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Employee:

  	
  Employer:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Take-Two Interactive Software, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Gary Dale

  	
   

  	
  By: 

  	
   /s/ Seth D. Krauss

  	
   

  	
   

  
	
  Gary Dale

  	
   

  	
  Name:

  	
  Seth D. Krauss

  	
   

  
	
  Date: November 15, 2007

  	
   

  	
  Title:

  	
  EVP / General Counsel

  	
   

  
	
   

  	
   

  	
  Date:

  	
  November 16, 2007