TAKE-TWO
      INTERACTIVE SOFTWARE, INC.

    CHANGE
      IN CONTROL

    EMPLOYEE
      SEVERANCE PLAN

     

    Effective
      March
      3, 2008

     

    INTRODUCTION

     

    The
      purpose of the Plan is to enable the Employer to offer certain protections
      to
      employees if their employment with the Employer is terminated without Cause
      or
      for Good Reason in connection with a Change in Control. Accordingly, to
      accomplish this purpose, the Board has adopted the Plan, effective as of March
      3, 2008. 

     

    Unless
      otherwise expressly provided in Section 2.3
      or
      unless otherwise agreed to between the Company and a Participant on or after
      the
      date hereof, Participants covered by the Plan shall not be eligible to
      participate in any other severance or termination plan, policy or practice
      of
      the Employer that would otherwise apply under the circumstances described
      herein. The Plan is intended to fall within the definition of an “employee
      welfare benefit plan” under Section 3(1) of ERISA. Important administrative
      provisions of (and information about) the Plan and important information about
      a
      Participant’s rights under the Plan and applicable law are contained in Article
      VIII. This Plan document shall constitute both the Plan document and summary
      plan description and shall be distributed to Participants in this form.
      Capitalized terms and phrases used herein shall have the meanings ascribed
      thereto in Article I.

     

    ARTICLE
      I

     

    DEFINITIONS

     

    For
      purposes of the Plan, capitalized terms and phrases used herein shall have
      the
      meanings ascribed in this Article.

     

    1.1 “Affiliate”
      shall
      mean (i) any subsidiary corporation of the Company within the meaning of Section
      424(f) of the Code, (ii) any corporation, trade or business (including, without
      limitation, a partnership or limited liability company) which is directly or
      indirectly controlled 50% or more (whether by ownership of stock, assets or
      an
      equivalent ownership interest or voting interest) by the Company, or (iii)
      any
      other entity which is designated as an Affiliate by the Board.

     

    1.2 “Base
      Salary”
      shall
      mean a Participant’s annual base compensation rate for services paid by the
      Employer to the Participant at the time immediately prior to the Participant’s
      termination of employment, as reflected in the Employer’s payroll records or, if
      higher, the Participant’s annual base compensation rate immediately prior to a
      Change in Control. Base Salary shall not include commissions, bonuses, overtime
      pay, incentive compensation, benefits paid under any qualified plan, any group
      medical, dental or other welfare benefit plan, non-cash compensation or any
      other additional compensation but shall include amounts reduced pursuant to
      a
      Participant’s salary reduction agreement under Section 125, 132(f)(4) or 401(k)
      of the Code, if any, or a nonqualified elective deferred compensation
      arrangement, if any, to the extent that in each such case the reduction is
      to
      base salary.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    1.3 “Board”
      shall
      mean the Board of Directors of the Company.

     

    1.4 “Bonus”
      shall
      mean the Participant’s annual bonus for the fiscal year in which a Change in
      Control shall occur, as in effect immediately prior to the Change in Control,
      as
      set forth under the Participant’s individual employment agreement with the
      Employer or in any written bonus plan, program or arrangement approved by the
      Board or the Compensation
      Committee of the
      Board.
      With respect to any Bonus that is based on a range and/or subject to the
      achievement of a performance goal(s), the Bonus shall be deemed to be the
      Participant’s target level bonus without regard to the actual level of
      performance (whether individual performance or company performance) achieved.
      Notwithstanding the foregoing, Bonus shall not include any bonus to be paid
      upon
      the completion of any specified milestone or project or upon the occurrence
      of a
      specified event.

     

    1.5 “Cause”
      shall
      mean the occurrence of any of the following:

     

    (a) the
      continued failure by the Participant to substantially perform his or her duties
      after receipt of notice from the Employer requesting such
      performance;

     

    (b) the
      criminal conviction by plea or after trial of having engaged in criminal
      misconduct (including embezzlement and fraud) which is demonstrably injurious
      to
      the Employer, monetarily or otherwise;

     

    (c) the
      conviction of the Participant for a felony;

     

    (d) gross
      negligence on the part of the Participant affecting the Employer; or


     

    (e) failure
      of the Participant to adhere to the Employer’s written policies or to cooperate
      in any investigation or inquiry involving the Employer.

     

    1.6 “Change
      in Control”
      shall
      have the meaning set forth in Appendix
      A
      hereto.

     

    1.7 “COBRA”
shall
      mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as
      amended.

     

    1.8 “Code”
      shall
      mean the Internal Revenue Code of 1986, as amended.

     

    1.9 “Code
      Section 409A”
      shall
      mean Section 409A of the Code together with the treasury regulations and other
      official guidance promulgated thereunder.

     

    1.10 “Committee”
      shall
      mean the Compensation Committee of the Board or such other committee appointed
      by the Board from time to time to administer the Plan.

     

    1.11 “Company”
      shall
      mean Take-Two Interactive Software, Inc., a Delaware corporation, and any
      successor as provided in Article VI hereof.

     


    
      
        
        

      

      
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    1.12 “Completed
      Year of Service”
shall
      mean each full twelve (12) consecutive month period of service with the Employer
      commencing on the Participant’s most recent date of hire by the Employer and any
      anniversary thereof. Any prior periods of service shall be disregarded in
      calculating Completed Years of Service.

     

    1.13 “Continuation
      Period”
      shall
      mean a period commencing on the date of a Participant’s termination of
      employment until the earliest of: 

     

    (A)
      (i)
      in the case of a Tier 1 Employee, a period eighteen (18) months from the date
      of
      termination; (ii) in the case of a Tier 2 Employee, twelve (12) months from
      the
      date of termination; and (iii) in the case of a Tier 3 Employee, six (6) months
      from the date of termination;

     

    (B)
      the
      date
      the Participant becomes eligible for coverage under the health insurance plan
      of
      a subsequent employer; and 

     

    (C)
      the
      date
      the Participant or the Participant’s eligible dependents, as the case may be,
      cease to be eligible under COBRA.

     

    1.14 “Continued
      Health Coverage”
shall
      mean the benefit set forth in Section 2.2(b)
      below.

     

    1.15 “Delay
      Period”
      shall
      mean the period commencing on the date the Participant incurs a Separation
      from
      Service from the Employer until the earlier of (A) the six (6)-month anniversary
      of the date of such Separation from Service and (B) the date of the
      Participant’s death.

     

    1.16 “Disability”
      shall
      mean a Participant’s disability that would qualify as such under the Employer’s
      long-term disability plan without regard to any waiting periods set forth in
      such plan.

     

    1.17 “Effective
      Date”
      shall
      mean March 3, 2008.

     

    1.18 “Employer”
      shall
      mean the Company and any Affiliate.

     

    1.19 “Equity
      Vesting”
      shall
      mean the benefit set forth in Section 2.2(c)
      below.

     

    1.20 “ERISA”
      shall
      mean the Employee Retirement Income Security Act of 1974, as
      amended.

     

    1.21 “Exchange
      Act” shall
      mean the Securities Exchange Act of 1934, as amended.

     

    1.22 “Foreign
      Participant”
      shall
      mean any Participant who
      on
      the
      date of the Change in Control is
      employed
      or residing in any country other than the United States. The Company’s
      management, with the approval of the chairman of the Compensation Committee
      of
      the
      Board,
      may at
      any time prior to a Change in Control
      adopt
      special guidelines and provisions for Foreign Participants to comply with the
      applicable laws of such other countries.

     


    
      
        
        

      

      
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    1.23 “Good
      Reason”
      shall
      mean the occurrence of any of the following events on or following a Change
      in
      Control without the Participant’s express written consent, provided the
      Participant gives notice to the Employer of the Good Reason event within ninety
      (90) days after the Participant has knowledge of the Good Reason event and
      such
      events are not fully corrected in all material respects by the Employer within
      thirty (30) days following receipt of the Participant’s written
      notification:

     

    (a) a
      material diminution in
      the
      Participant’s Base
      Salary;

     

    (b) a
      material diminution in the Participant’s authority, duties or
      responsibilities;

     

    (c) a
      material diminution in the authority, duties, or responsibilities of the
      supervisor to whom the Participant is required to report, including a
      requirement that the Participant report to a corporate officer or an employee
      instead of reporting directly to the Board;

     

    (d) a
      material diminution in the budget over which the Participant retains
      authority;

     

    (e) a
      relocation of the Participant’s principal business location to an area outside a
      50 mile radius of the Participant’s principal business location immediately
      prior to the Change in Control;

     

    (f) any
      other
      action or inaction that constitutes a material breach by the Employer of the
      Plan or of an employment agreement between the Employer and the Participant;
      or

     

    (g) if
      the
      Participant has an Individual Severance Agreement that defines “good reason” (or
      words of like import), then the occurrence of any event that constitutes good
      reason under the Participant’s Individual Severance Agreement.

     

    1.24 “Individual
      Severance Agreement”
      shall
      mean an approved, executed, written agreement between the Employer and the
      Participant that has not expired or been replaced prior to the termination
      of
      the Participant’s employment and that provides for specific severance for the
      Participant in connection with a termination of employment.

     

    1.25 “Participant”
      shall
      mean any Tier 1 Employee, Tier 2 Employee, Tier 3 Employee or Tier 4 Employee
      who is employed on the date of the Change in Control. The tier for each
      Participant shall be determined by the Employer in its sole and absolute
      discretion. Notwithstanding the foregoing or anything in the Plan to the
      contrary, any individual who is providing services to the Company pursuant
      to
      the Management Agreement between the Company and ZelnickMedia Corporation dated
      March 30, 2007, as amended from time to time, shall not be eligible to be a
      Participant in the Plan.

     

    1.26 “Plan”
      shall
      mean the Take-Two Interactive Software, Inc. Change in Control Employee
      Severance Plan.

     


    
      
        
        

      

      
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    1.27 “Separation
      from Service”
      shall
      mean termination of a Participant’s employment with the Employer, provided that
      such termination constitutes a separation from service within the meaning of
      Code Section 409A. All references in the Plan to a “resignation,” “termination,”
“termination of employment” or like terms shall mean Separation from
      Service.

     

    1.28 “Separation
      Pay Limit”
shall
      mean two (2) times the lesser of (i) a Participant’s annualized compensation
      based on such Participant’s annual rate of pay for the taxable year of such
      Participant preceding the taxable year in which such Participant incurs a
      Separation from Service, and (ii) the maximum amount that may be taken into
      account under a tax qualified plan pursuant to Code Section 401(a)(17) for
      the
      year in which such Participant incurs a Separation from Service.

     

    1.29 “Severance
      Benefits”
      shall
      mean collectively, the Severance Payments, the Continued Health Coverage and
      the
      Equity Vesting.

     

    1.30 “Severance
      Payments”
      shall
      mean the payments set forth in Section 2.2(a) below.

     

    1.31 “Severance
      Period” shall
      mean (i) in the case of a Tier 1 Employee, a period eighteen (18) months from
      the date of termination; (ii) in the case of a Tier 2 Employee, twelve (12)
      months from the date of termination; (iii) in the case of a Tier 3 Employee,
      six
      (6) months from the date of termination; and (iv) in the case of a Tier 4
      Employee, two (2) weeks for every Completed Year of Service, up to a maximum
      of
      26 weeks from the date of termination.

     

    1.32 “Specified
      Employee” shall
      mean a Participant who, as of the date of his or her Separation from Service,
      is
      deemed to be a “specified employee” within the meaning of that term under
      Section 409A(a)(2)(B) of the Code and using the identification methodology
      selected by the Employer from time to time in accordance therewith, or if none,
      the default methodology set forth therein.

     

    1.33 “Tier
      1 Employee”
      shall
      mean the Chief Executive Officer of the Employer and any officer who is subject
      to Section 16 of the Exchange Act, and any other employee of the Employer as
      designated by the Company.

     

    1.34 “Tier
      2 Employee”
      shall
      mean any Senior Vice President or Studio Head of the Employer, and any other
      employee of the Employer as designated by the Company.

     

    1.35 “Tier
      3 Employee”
      shall
      mean any Vice President of the Employer, and any other employee of the Employer
      as designated by the Company. 

     

    1.36 “Tier
      4 Employee”
      shall
      mean an employee of the Employer who is not a Tier 1 Employee, Tier 2 Employee
      or Tier 3 Employee.

     


    
      
        
        

      

      
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    ARTICLE
      II

     

    SEVERANCE
      BENEFITS

     

    2.1 Eligibility
      for Severance Benefits.

     

    (a) Qualifying
      Event for a Tier 1 Employee, Tier 2 Employee or Tier 3 Employee.
      In the
      event that during the period commencing on the date of the Change in Control
      and
      ending twelve (12) months thereafter, the employment of a Tier 1 Employee,
      Tier
      2 Employee or Tier 3 Employee is terminated by the Employer without Cause or
      by
      the Participant for Good Reason, then the Employer shall pay or provide the
      Participant with the Severance Benefits.

     

    (b) Qualifying
      Event for a Tier 4 Employee.
      In the
      event that during the period commencing on the date of the Change in Control
      and
      ending twelve (12) months thereafter, the employment of a Tier 4 Employee is
      terminated by the Employer without Cause, then the Employer shall pay or provide
      the Participant with the Severance Benefits.

     

    (c) Non-Qualifying
      Events.
      A
      Participant shall not be entitled to Severance Benefits under the Plan if the
      Participant’s employment is terminated (i) by the Employer for Cause, (ii) by a
      Tier 1 Employee, Tier 2 Employee or Tier 3 Employee for any reason other than
      for Good Reason, (iii) by a Tier 4 Employee for any reason, or (iv) on account
      of the Participant’s death or Disability.

     

    2.2 Amount
      of Severance Benefits.
      Unless
      otherwise determined by the Committee at the time of termination, in the event
      that a Participant becomes entitled to benefits pursuant to
      Section 2.1
      hereof,
      the Employer shall pay or provide the Participant with the Severance Benefits
      as
      follows:

     

    (a) Severance
      Payment.
      Subject
      to the provisions of Sections 2.3
      through
      2.9, during the applicable Severance Period the Employer shall pay to the
      Participant an amount determined as follows:

    


    
      	
              Tier
                1 Employees

            	
              1.5
                times the Participant’s Base Salary plus Bonus

            
	
              Tier
                2 Employees

            	
              1.0
                times the Participant’s Base Salary plus Bonus

            
	
              Tier
                3 Employees

            	
              0.5
                times the Participant’s Base Salary plus Bonus

            
	
              Tier
                4 Employees

            	
              2
                weeks of the Participant’s Base Salary for every Completed Year of
                Service, up to a maximum of 26
                weeks

            


    

    


    Such
      amount shall be payable in installments in accordance with the Employer’s normal
      payroll practices (but off employee payroll). Notwithstanding the foregoing
      or
      anything in the Plan to the contrary, payment of the foregoing amounts shall
      be
      subject to Section 7.8(b)
      hereof; provided, that with respect to any Participant for who Section 1.23(g)
      of the Plan does not apply, the six-month delay set forth in Section 7.8(b)
      shall only be applied to amounts in excess of the Separation Pay
      Limit.


    
      
        
        

      

      
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    (b) Continued
      Health Coverage.
      Subject
      to the provisions of Sections 2.3
      through
      2.9 and a timely election pursuant to COBRA by a Tier 1 Employee, Tier 2
      Employee or Tier 3 Employee, during the applicable Continuation Period the
      Company shall pay the full cost for continued coverage pursuant to COBRA, for
      the Participant and the Participant’s eligible dependents, under the Employer’s
      group health plans in which the Participant participated immediately prior
      to
      the date of termination of the Participant’s employment. Following the
      applicable Continuation Period, the Participant shall be entitled to such
      continued coverage for the remainder of the COBRA period on a full self-pay
      basis to the extent eligible under COBRA. For the avoidance of doubt, Tier
      4
      Employees shall not be entitled to the benefit provided under the first sentence
      of this Section 2.2(b), but shall be entitled to continued coverage pursuant
      to
      COBRA under the Employer’s group health plans in which the Participant
      participated immediately prior to the date of termination of the Participant’s
      employment on a full self-pay basis to the extent eligible and subject to the
      Participant’s timely election pursuant to COBRA.

     

    (c) Accelerated
      Vesting of Equity Awards.
      Subject
      to the provisions of Sections 2.3
      and 2.4
      and Sections 2.6 through 2.9, to the extent not vested immediately prior to
      a
      Change in Control, all stock based awards granted to the Participant prior
      to
      the Change in Control under the Company’s 2002 Stock Option Plan or Incentive
      Stock Plan, each as amended, or any successor plan(s) thereto, that are
      outstanding as of the date of the Change in Control shall become fully vested
      as
      of the effective date of the Participant’s termination.
      Any
      stock option, stock appreciation right or similar award that provides for a
      Participant elected exercise shall become fully exercisable and will remain
      exercisable for the applicable period following termination specified in the
      applicable equity plan and/or the applicable award agreement. In the case of
      restricted stock or similar awards that are not subject to a Participant elected
      exercise, the Company shall remove any restrictions (other than restrictions
      required by Federal securities law) or conditions in respect of such award
      as of
      the effective date of the Participant’s termination. For the avoidance of doubt,
      this Section shall apply to any equity awards that, in connection with a Change
      in Control, are given in replacement of the equity awards held by the
      Participant immediately prior to the Change in Control.

     

    2.3 Effect
      of Prior Agreements. In
      the
      event that a Participant is entitled to severance payments and benefits upon
      termination under an Individual Severance Agreement, the Participant shall
      be
      entitled to, on a benefit-by-benefit basis, severance payments and benefits
      equal to the greater of the Severance Benefits hereunder and the applicable
      payments and benefits provided under such Individual Severance Agreement;
      provided that the foregoing shall not otherwise affect the Participant’s rights
      under the Plan or such Individual Severance Agreement. Notwithstanding
      anything herein to the contrary, if a Participant has an Individual Severance
      Agreement that provides for severance payments to be paid in a single lump
      sum,
      then in lieu of the Severance Payments to be paid to the Participant under
      Section 2.2(a) above, the Participant shall receive an amount equal to the
      sum
      of the Base Salary plus Bonus (if applicable) that the Participant would have
      otherwise received during the applicable Severance Period paid in a single
      lump
      sum on the 60th
      day
      following the date the Participant’s employment terminates, subject to Sections
      2.4 through 2.9 and Section 7.8(b)
      hereof; provided, that with respect to any Participant for who Section 1.23(g)
      of the Plan does not apply, the six-month delay set forth in Section 7.8(b)
      shall only be applied to amounts in excess of the Separation Pay
      Limit.

     


    
      
        
        

      

      
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    2.4 No
      Duty to Mitigate/Set-off.
      No
      Participant entitled to receive Severance Benefits hereunder shall be required
      to seek other employment or to attempt in any way to reduce any amounts payable
      to the Participant by the Employer pursuant to the Plan and, except as provided
      in Sections 2.2(b)
      hereof,
      there shall be no offset against any amounts due to the Participant under the
      Plan on account of any remuneration attributable to any subsequent employment
      that the Participant may obtain or otherwise. The amounts payable hereunder
      shall not be subject to setoff, counterclaim, recoupment, defense or other
      right
      which the Employer may have against the Participant. In the event of the
      Participant’s breach of any provision hereunder, including without limitation,
      Sections 2.5
      (other
      than as it applies to a release of claims under the Age Discrimination in
      Employment Act, as amended), 2.7
      and 2.8
      hereof,
      the Company shall be entitled to recover any payments previously made to the
      Participant hereunder. Severance Benefits shall be reduced (offset) by any
      amounts payable under any statutory entitlement (including notice of
      termination, termination pay and/or severance pay) of the Participant upon
      a
      termination of employment, including, without limitation, any payments related
      to an actual or potential liability under the Worker Adjustment and Retraining
      Notification Act (WARN) or similar state or local law.

     

    2.5 Release
      Required.
      Any
      amounts payable pursuant to the Plan shall be conditioned upon the Participant’s
      execution and non-revocation, within sixty (60) days following the effective
      date of termination, of a release in the form attached as Appendix
      B
      hereto
      (with such changes thereon as are legally necessary at the time of execution
      to
      make it enforceable).
      The
      Company shall provide the release to the Participant within seven (7) days
      following the Participant’s date of termination. The Participant will be
      required to sign the release within 45 days after the date it is provided to
      him
      or her and not revoke it within the seven (7) day period following the date
      on
      which it is signed. All payments delayed pursuant to this Section 2.5, except
      to
      the extent delayed pursuant to Section 7.8(b), shall be paid to the Participant
      in a lump sum on the first Company payroll date on or following the
      60th
      day
      after the Participant’s date of termination, and any remaining payments due to
      the Participant under the Plan shall be paid or provided in accordance with
      the
      normal payment dates specified for them herein.

     

    2.6 Code
      Section 280G.  

     

    (a) 
      Notwithstanding anything in the Plan to the contrary, in the event that any
      payment or distribution by the Company to or for the benefit of a Participant,
      whether paid or payable or distributed or distributable pursuant to the terms
      of
      the Plan or pursuant to any other plan, arrangement or agreement with the
      Employer or its affiliates, would be subject to the excise tax imposed by
      Section 4999 of the Code (the “Excise
      Tax”),
      then
      the amounts of the Severance Benefits payable under the Plan (each a
“Payment”)
      shall
      be automatically reduced to an amount one dollar ($1) less than an amount that
      would subject the Participant to the Excise Tax; provided, however, that the
      foregoing reduction shall be made only if and to the extent that such reduction
      would result in an increase in the aggregate Payment to be provided, determined
      on a net after-tax basis (taking into account the Excise Tax, imposed, any
      tax
      imposed by any comparable provision of state law, and any applicable federal,
      state and local income taxes). Notwithstanding the foregoing, if a Participant
      has a right to a gross-up payment with respect to the Excise Tax pursuant to
      an
      employment agreement or other arrangement or plan, the foregoing reduction
      shall
      not apply to amounts payable to the Participant and the terms of such employment
      agreement or other arrangement or plan shall control.

     


    
      
        
        

      

      
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    (b) All
      determinations required to be made under this Section 2.6,
      including whether an Excise Tax is payable by the Participant and the amount
      of
      such Excise Tax shall be made by a nationally recognized accounting firm or
      actuarial, benefits or compensation consulting firm (with experience in
      performing the calculations regarding the applicability of Section 280G of
      the
      Code and the Excise Tax) (the “Accountant”)
      selected by the Company. The Company shall be responsible for all charges of
      the
      Accountant.

     

    2.7 Restrictive
      Covenants.
      By
      accepting the Severance Benefits under the Plan, each Tier 1 Employee, Tier
      2
      Employee and Tier 3 Employee who is a Participant is deemed to acknowledge
      that
      the restrictive covenants (including, without limitation, confidentiality and
      non-competition) in any other agreement with the Employer previously signed
      by
      such Participant shall not be affected by the Plan and that the restrictive
      covenants therein shall continue to apply after a Change in Control or a
      termination of employment after a Change in Control in accordance with the
      terms
      of such restrictive covenants. As a condition to receiving Severance Benefits,
      such Participant shall be required to acknowledge and agree that the payment
      of
      Severance Benefits is subject to the enforcement of such restrictive
      covenants.

     

    2.8 Cooperation.
      By
      accepting the Severance Benefits under the Plan, subject to the Participant’s
      other commitments, the Participant agrees to be reasonably available to
      cooperate (but only truthfully) with the Employer and provide information as
      to
      matters which the Participant was personally involved, or has information on,
      during the Participant’s employment with the Employer and which are or become
      the subject of litigation or other dispute.

     

    2.9 Application
      of the Plan to Foreign Participants.
      Notwithstanding anything in the Plan to the contrary, the Severance Benefits
      provided hereunder to Foreign Participants shall be reduced by any statutory
      benefit that the Participant is entitled to receive upon a termination of
      employment in accordance with applicable law. For the avoidance of doubt, the
      provisions of the Plan shall not limit a Foreign Participant’s rights to receive
      any statutory benefit that the Participant is entitled to receive upon a
      termination of employment in accordance with applicable law.

     

    ARTICLE
      III

     

    UNFUNDED
      PLAN

     

    3.1 Unfunded
      Status.
      The Plan
      shall be “unfunded” for the purposes of ERISA and the Code and Severance
      Payments shall be paid out of the general assets of the Employer as and when
      Severance Payments are payable under the Plan. All Participants shall be solely
      unsecured general creditors of the Employer. If the Employer decides in its
      sole
      discretion to establish any advance accrued reserve on its books against the
      future expense of the Severance Payments payable hereunder, or if the Employer
      decides in its sole discretion to fund a trust under the Plan, such reserve
      or
      trust shall not under any circumstances be deemed to be an asset of the
      Plan.

     


    
      
        
        

      

      
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    ARTICLE
      IV

     

    ADMINISTRATION
      OF THE PLAN

     

    4.1 Plan
      Administrator.
      The
      general administration of the Plan on behalf of the Employer (as plan
      administrator under Section 3(16)(A) of ERISA) shall be placed with the
      Committee.

     

    4.2 Reimbursement
      of Expenses of Plan Committee.
      The
      Employer may, in its sole discretion, pay or reimburse the members of the
      Committee for all reasonable expenses incurred in connection with their duties
      hereunder, including, without limitation, expenses of outside legal
      counsel.

     

    4.3 Action
      by the Plan Committee.
      Decisions of the Committee shall be made by a majority of its members attending
      a meeting at which a quorum is present (which meeting may be held
      telephonically), or by written action in accordance with applicable law. Subject
      to the terms of the Plan and provided that the Committee acts in good faith,
      the
      Committee shall have complete authority to determine a Participant’s
      participation and Severance Benefits under the Plan, to interpret and construe
      the provisions of the Plan, and to make decisions in all disputes involving
      the
      rights of any person interested in the Plan.

     

    4.4 Delegation
      of Authority.
      Subject
      to the limitations of applicable law, the Committee may delegate any and all
      of
      its powers and responsibilities hereunder to other persons by formal resolution
      filed with and accepted by the Board. Any such delegation shall not be effective
      until it is accepted by the Board and the persons designated, and may be
      rescinded at any time by written notice from the Committee to the person to
      whom
      the delegation is made.

     

    4.5 Retention
      of Professional Assistance.
      The
      Committee may employ such legal counsel, accountants and other persons as may
      be
      required in carrying out its work in connection with the Plan.

     

    4.6 Accounts
      and Records.
      The
      Committee shall maintain such accounts and records regarding the fiscal and
      other transactions of the Plan and such other data as may be required to carry
      out its functions under the Plan and to comply with all applicable
      laws.

     

    4.7 Indemnification.
      The
      Committee, its members and any person designated pursuant to Section 4.4 above
      shall not be liable for any action or determination made in good faith with
      respect to the Plan. The Employer shall, to the fullest extent permitted by
      law,
      indemnify and hold harmless each member of the Committee and each director,
      officer and employee of the Employer for liabilities or expenses they and each
      of them incur in carrying out their respective duties under the Plan, other
      than
      for any liabilities or expenses arising out of such individual’s willful
      misconduct or fraud.

     


    
      
        
        

      

      
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    ARTICLE
      V

     

    AMENDMENT
      AND TERMINATION

     

    5.1 Amendment
      and Termination.
      The
      Company reserves the right to amend or terminate, in whole or in part, any
      or
      all of the provisions of the Plan by action of the Board (or a duly authorized
      committee thereof) at any time, provided that in no event shall any amendment
      reducing the Severance Benefits provided hereunder or any Plan termination
      be
      effective prior to the eighteen (18) month anniversary of the Effective Date,
      and further provided that the Company shall not amend or terminate the Plan
      at
      any time after (i) the occurrence of a Change in Control or (ii) the date the
      Company enters into a definitive agreement which, if consummated, would result
      in a Change in Control, unless the potential Change in Control is abandoned
      (as
      publicly announced by the Company), in either case until eighteen (18) months
      after the occurrence of a Change in Control, provided that all Severance
      Benefits under the Plan have been paid.

     

    ARTICLE
      VI

     

    SUCCESSORS

     

    For
      purposes of the Plan, the Company shall include any and all successors or
      assignees, whether direct or indirect, by purchase, merger, consolidation or
      otherwise, to all or substantially all the business or assets of the Company
      and
      such successors and assignees shall perform the Company’s obligations under the
      Plan, in the same manner and to the same extent that the Company would be
      required to perform if no such succession or assignment had taken place. In
      the
      event the surviving corporation in any transaction to which the Company is
      a
      party is a subsidiary of another corporation, then the ultimate parent
      corporation of such surviving corporation shall cause the surviving corporation
      to perform the Plan in the same manner and to the same extent that the Company
      would be required to perform if no such succession or assignment had taken
      place. In such event, the term “Company,” as used in the Plan, shall mean the
      Company, as hereinbefore defined and any successor or assignee (including the
      ultimate parent corporation) to the business or assets which by reason hereof
      becomes bound by the terms and provisions of the Plan.

     

    ARTICLE
      VII

     

    MISCELLANEOUS

     

    7.1 Minors
      and Incompetents.
      If the
      Committee shall find that any person to whom Severance Benefits are payable
      under the Plan is unable to care for his or her affairs because of illness
      or
      accident, or is a minor, any Severance Benefits due (unless a prior claim
      therefore shall have been made by a duly appointed guardian, committee or other
      legal representative) may be paid to the spouse, child, parent, or brother
      or
      sister, or to any person deemed by the Committee to have incurred expense for
      such person otherwise entitled to the Benefits, in such manner and proportions
      as the Committee may determine in its sole discretion. Any such Severance
      Benefits shall be a complete discharge of the liabilities of the Employer,
      the
      Committee and the Board under the Plan.

     

    7.2 Limitation
      of Rights.
      Nothing
      contained herein shall be construed as conferring upon a Participant the right
      to continue in the employ of the Employer as an employee in any other capacity
      or to interfere with the Employer’s right to discharge him or her at any time
      for any reason whatsoever.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


     

    7.3 Payment
      Not Salary.
      Any
      Severance Benefits payable under the Plan shall not be deemed salary or other
      compensation to the Participant for the purposes of computing benefits to which
      he or she may be entitled under any pension plan or other arrangement of the
      Employer maintained for the benefit of its employees, unless such plan or
      arrangement provides otherwise.

     

    7.4 Severability.
      In case
      any provision of the Plan shall be illegal or invalid for any reason, said
      illegality or invalidity shall not affect the remaining parts hereof, but the
      Plan shall be construed and enforced as if such illegal and invalid provision
      never existed.

     

    7.5 Withholding.
      The
      Employer shall have the right to make such provisions as it deems necessary
      or
      appropriate to satisfy any obligations it may have to withhold federal, state
      or
      local income or other taxes incurred by reason of payments pursuant to the
      Plan.
      In lieu thereof, the Company and/or the Employer shall have the right to
      withhold the amounts of such taxes from any other sums due or to become due
      from
      the Company and/or the Employer to the Participant upon such terms and
      conditions as the Committee may prescribe.

     

    7.6 Non-Alienation
      of Benefits.
      The
      Severance Benefits payable under the Plan shall not be subject to alienation,
      transfer, assignment, garnishment, execution or levy of any kind, and any
      attempt to cause any Severance Benefits to be so subjected shall not be
      recognized.

     

    7.7 Governing
      Law.
      To the
      extent legally required, the Code and ERISA shall govern the Plan and, if any
      provision hereof is in violation of any applicable requirement thereof, the
      Company reserves the right to retroactively amend the Plan to comply therewith.
      To the extent not governed by the Code and ERISA, the Plan shall be governed
      by
      the laws of the State of New York, without reference to rules relating to
      conflicts of law.

     

    7.8 Code
      Section 409A. 

     

    (a) General.
      Although the Company makes no guarantee with respect to the tax treatment of
      payments hereunder and shall
      not
      be responsible in any event with regard to non-compliance with Code Section
      409A, the
      Plan
      is intended to either comply with, or be exempt from, the requirements of Code
      Section 409A. To the extent that the Plan is not exempt from the requirements
      of
      Code Section 409A, the Plan is intended to comply with the requirements of
      Code
      Section 409A and shall be limited, construed and interpreted in accordance
      with
      such intent. Accordingly, the Company reserves the right to amend the provisions
      of the Plan at any time and in any manner without the consent of Participants
      solely to comply with the requirements of Code Section 409A and to avoid the
      imposition of an excise tax under Code Section 409A on any payment to be made
      hereunder, provided that there is no reduction in the Severance Benefits
      hereunder. Notwithstanding the foregoing, in no event whatsoever shall the
      Employer be liable for any additional tax, interest or penalty that may be
      imposed on a Participant by Code Section 409A or any damages for failing to
      comply with Code Section 409A.

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


     

    (b) Separation
      from Service; Specified Employees.
      A
      termination of employment shall not be deemed to have occurred for purposes
      of
      any provision of the Plan providing for the payment of any amounts or benefits
      upon or following a termination of employment unless such termination is also
      a
      Separation from Service. If a Participant is deemed on the date of termination
      to be a Specified Employee, then with regard to any payment that is specified
      as
      subject to this Section, such payment shall not be made prior to the expiration
      of the Delay Period. All payments delayed pursuant to this
      Section 7.8(b)
      (whether
      they would have otherwise been payable in a single lump sum or in installments
      in the absence of such delay) shall be paid to the Participant in a single
      lump
      sum on the first Company payroll date on or following the first day following
      the expiration of the Delay Period, and any remaining payments and benefits
      due
      under the Plan shall be paid or provided in accordance with the normal payment
      dates specified for them herein.

     

    7.9 Non-Exclusivity.
      The
      adoption of the Plan by the Company shall not be construed as creating any
      limitations on the power of the Company to adopt such other supplemental
      retirement income arrangements as it deems desirable, and such arrangements
      may
      be either generally applicable or limited in application.

     

    7.10 Non-Employment.
      The Plan
      is not an agreement of employment and it shall not grant the Participant any
      rights of employment.

     

    7.11 Headings
      and Captions.
      The
      headings and captions herein are provided for reference and convenience only.
      They shall not be considered part of the Plan and shall not be employed in
      the
      construction of the Plan.

     

    7.12 Gender
      and Number.
      Whenever
      used in the Plan, the masculine shall be deemed to include the feminine and
      the
      singular shall be deemed to include the plural, unless the context clearly
      indicates otherwise.

     

    7.13 Communications.
      All
      announcements, notices and other communications regarding the Plan will be
      made
      by the Employer in writing.

     

    ARTICLE
      VIII

     

     

    WHAT
      ELSE A PARTICIPANT NEEDS

    TO
      KNOW ABOUT THE PLAN

     

    8.1 Claims
      Procedure. Any
      claim
      by a Participant with respect to eligibility, participation, contributions,
      benefits or other aspects of the operation of the Plan shall be made in writing
      to a person designated by the Committee from time to time for such purpose.
      If
      the designated person receiving a claim believes, following consultation with
      the Chairman of the Committee, that the claim should be denied, he or she shall
      notify the Participant in writing of the denial of the claim within ninety
      (90)
      days after his or her receipt thereof. This period may be extended an additional
      ninety (90) days in special circumstances and, in such event, the Participant
      shall be notified in writing of the extension, the special circumstances
      requiring the extension of time and the date by which the Committee expects
      to
      make a determination with respect to the claim. If the extension is required
      due
      to the Participant’s failure to submit information necessary to decide the
      claim, the period for making the determination will be tolled from the date
      on
      which the extension notice is sent until the date on which the Participant
      responds to the Plan’s request for information.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


     

    If
      a
      claim is denied in whole or in part, or any adverse benefit determination is
      made with respect to the claim, the Participant will be provided with a written
      notice setting forth (a) the specific reason or reasons for the denial making
      reference to the pertinent provisions of the Plan or of Plan documents on which
      the denial is based, (b) a description of any additional material or information
      necessary to perfect or evaluate the claim, and explain why such material or
      information, if any, is necessary, and (c) inform the Participant of his or
      her
      right to request review of the decision. The notice shall also provide an
      explanation of the Plan’s claims review procedure and the time limits applicable
      to such procedure, as well as a statement of the Participant’s right to bring a
      civil action under Section 502(a) of ERISA following an adverse benefit
      determination on review. If a Participant is not notified (of the denial or
      an
      extension) within ninety (90) days from the date the Participant notifies the
      Plan Administrator, the Participant may request a review of the application
      as
      if the claim had been denied.

     

    A
      Participant may appeal the denial of a claim by submitting a written request
      for
      review to the Committee, within
      sixty (60) days
      after
      written notification of denial is received. Receipt of such denial shall be
      deemed to have occurred if the notice of denial is sent via first class mail
      to
      the Participant’s last
      shown
      address on the books of the Employer. Such
      period may be extended by the Committee for good cause shown. The claim will
      then be reviewed by the Committee. In connection with this appeal, the
      Participant (or his or her duly authorized representative) may (a) be provided,
      upon written request and free of charge, with reasonable access to (and copies
      of) all documents, records, and other information relevant to the claim, and
      (b)
      submit to the Committee written comments, documents, records, and other
      information related to the claim. If the Committee deems it appropriate, it
      may
      hold a hearing as to a claim. If a hearing is held, the Participant shall be
      entitled to be represented by counsel.

     

    The
      review by the Committee will take into account all comments, documents, records,
      and other information the Participant submits relating to the claim. The
      Committee will make a final written decision on a claim review, in most cases
      within sixty (60) days after receipt of a request for a review. In some cases,
      the claim may take more time to review, and an additional processing period
      of
      up to sixty (60) days may be required. If that happens, the Participant will
      receive a written notice of that fact, which will also indicate the special
      circumstances requiring the extension of time and the date by which the
      Committee expects to make a determination with respect to the claim. If the
      extension is required due to the Participant’s failure to submit information
      necessary to decide the claim, the period for making the determination will
      be
      tolled from the date on which the extension notice is sent to the Participant
      until the date on which the Participant responds to the Plan’s request for
      information.

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


     

    The
      Committee decision on the claim for review will be communicated to the
      Participant in writing. If an adverse benefit determination is made with respect
      to the claim, the notice will include: (a) the specific reason(s) for any
      adverse benefit determination, with references to the specific Plan provisions
      on which the determination is based; (b) a statement that the Participant is
      entitled to receive, upon request and free of charge, reasonable access to
      (and
      copies of) all documents, records and other information relevant to the claim;
      and (c) a statement of the Participant’s right to bring a civil action under
      Section 502(a) of ERISA. A Participant may not start a lawsuit to obtain
      benefits until after he or she has requested a review and a final decision
      has
      been reached on review, or until the appropriate timeframe described above
      has
      elapsed since the Participant filed a request for review and the Participant
      has
      not received a final decision or notice that an extension will be necessary
      to
      reach a final decision. These procedures must be exhausted before a Participant
      (or any beneficiary) may bring a legal action seeking payment of benefits.
      In
      addition, no lawsuit may be started more than two years after the date on which
      the applicable appeal was denied. If there is no decision on appeal, no lawsuit
      may be started more than two years after the time when the Committee should
      have
      decided the appeal. The law also permits the Participant to pursue his or her
      remedies under Section 502(a) of ERISA without exhausting these appeal
      procedures if the Plan has failed to follow them.

     

    8.2 Plan
      Interpretation and Benefit Determination. This
      Section 8.2 shall only apply with respect to Tier 4 Employees. The Committee
      (or, where applicable, any duly authorized delegee of the Committee) shall
      have
      the exclusive right, power, and authority, in its sole and absolute discretion,
      to administer, apply and interpret the Plan and any other documents, and to
      decide all factual and legal matters arising in connection with the operation
      or
      administration of the Plan. 

     

    Without
      limiting the generality of the foregoing, the Committee (or, where applicable,
      any duly authorized delegee of the Committee) shall have the sole and absolute
      discretionary authority to:

    


    (a) take
      all
      actions and make all decisions (including factual decisions) with respect to
      the
      eligibility for, and the amount of, benefits payable under the
      Plan;

     

    (b) formulate,
      interpret and apply rules, regulations and policies necessary to administer
      the
      Plan;

     

    (c) decide
      questions, including legal or factual questions, relating to the calculation
      and
      payment of benefits, and all other determinations made, under the
      Plan;

     

    (d) resolve
      and/or clarify any factual or other ambiguities, inconsistencies and omissions
      arising under the Plan or other Plan documents; and

     

    (e) process,
      and approve or deny, benefit claims and rule on any benefit
      exclusions.

     

    All
      determinations made by the Committee (or, where applicable, any duly authorized
      delegee of the Committee) with respect to any matter arising under the Plan
      shall be final and binding on the Employer, the Participant, any beneficiary,
      and all other parties affected thereby.

     

    8.3 Statement
      of Participants Rights Under ERISA.
      Participants
      in the Plan are entitled to certain rights and protections under ERISA. ERISA
      provides that all Participants in the Plan shall be entitled to:

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


     

    (a) Receive
      Information About the Plan and Plan Benefits.

     

    (i) Examine,
      without charge, at the Committee’s office and at other specified locations, such
      as worksites, all documents governing the Plan, including insurance contracts,
      and a copy of the latest annual report (Form 5500 Series), if any, filed by
      the
      Plan with the U.S. Department of Labor and available at the Public Disclosure
      Room of the Employee Benefits Security Administration. 

     

    (ii) Obtain,
      upon written request to the Committee, copies of documents governing the
      operation of the Plan, including insurance contracts, and copies of the latest
      annual report (Form 5500 Series), if any, and updated summary plan description.
      The Committee may make a reasonable charge for the copies.

     

    (iii) Receive
      a
      summary of the Plan’s annual financial report (if any). The Committee is
      required by law to furnish each Participant with a copy of this summary annual
      report.

     

    (b) Prudent
      Actions by Plan Fiduciaries.
      In
      addition to creating rights for Participants in the Plan, ERISA imposes duties
      upon the people who are responsible for the operation of the employee benefit
      plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a
      duty to do so prudently and in the interest of Participants and other Plan
      beneficiaries. No one, including the Employer or any other person, may fire
      a
      Participant or otherwise discriminate against a Participant in any way to
      prevent a Participant from obtaining a welfare benefit or exercising a
      Participant’s rights under ERISA.

     

    (c) Enforce
      a Participant’s Rights.

     

    (i) If
      a
      Participant’s claim for a welfare benefit is denied or ignored, in whole or in
      part, a Participant has a right to know why this was done, to obtain copies
      of
      documents relating to the decision without charge, and to appeal any denial,
      all
      within certain time schedules.

     

    (ii) Under
      ERISA, there are steps a Participant can take to enforce the above rights.
      For
      instance, if a Participant requests a copy of Plan documents or the latest
      annual report from the Plan and does not receive them within 30 days, a
      Participant may file suit in a Federal court. In such a case, the court may
      require the Committee to provide materials and pay the Participant up to $110
      per day until the Participant receives the materials, unless the materials
      were
      not sent because of reasons beyond the control of the Committee. If a
      Participant has a claim for benefits which is denied or ignored, in whole or
      in
      part, after a Participant has exhausted the Plan’s claim and review procedures
      described above, a Participant may file suit in a state or Federal court. If
      a
      Participant is discriminated against for asserting a Participant’s rights, a
      Participant may seek assistance from the U.S. Department of Labor, or a
      Participant may file suit in a Federal court. The court will decide who should
      pay court costs and legal fees. If a Participant is successful, the court may
      order the person that the Participant has sued to pay these costs and fees.
      If a
      Participant loses, the court may order the Participant to pay these costs and
      fees, for example, if it finds the Participant’s claim is
      frivolous.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    


     

    (d) Assistance
      with Your Questions.
      If a
      Participant has any questions about the Plan, the Participant should contact
      the
      Committee. If a Participant has any questions about this statement or about
      the
      Participant’s rights under ERISA, or if a Participant needs assistance in
      obtaining documents from the Committee, the Participant should contact the
      nearest office of the Employee Benefits Security Administration, U.S. Department
      of Labor, listed in the Participant’s telephone directory or the Division of
      Technical Assistance and Inquiries, Employee Benefits Security Administration,
      U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.
      A Participant may also obtain certain publications about a Participant’s rights
      and responsibilities under ERISA by calling the publications hotline of the
      Employee Benefits Security Administration.

     

    8.4 Plan
      Document.
      This
      document shall constitute both the Plan document and summary plan description
      and shall be distributed to all Participants in this form.

     

    8.5 Other
      Important Facts.

     

    
      	
              OFFICIAL
                NAME OF THE PLAN:

            	
              Take-Two
                Interactive Software, Inc. Change in Control Employee Severance
                Plan

            
	
              SPONSOR:

            	
              Take-Two
                Interactive Software, Inc.

              622
                Broadway

              New
                York, New York 10012

            
	
              EMPLOYER
                IDENTIFICATION

              NUMBER
                (EIN):

            	
              51-0350842

            
	
              PLAN
                NUMBER:

            	
              501

            
	
              TYPE
                OF PLAN:

            	
              Employee
                Welfare Severance Benefit Plan

            
	
              END
                OF PLAN YEAR:

            	
              October
                31

            
	
              TYPE
                OF ADMINISTRATION:

            	
              Employer
                Administered

            
	
              PLAN
                ADMINISTRATOR:

            	
              Take-Two
                Interactive Software, Inc.

              622
                Broadway

              New
                York, New York 10012

              (646)
                536-2842

            
	
              EFFECTIVE
                DATE:

            	
              March
                3, 2008

            


    

    


    The
      Committee keeps records of the Plan and is responsible for the administration
      of
      the Plan. The Committee will also answer any questions a Participant may have
      about the Plan.

     

    Service
      of legal process may be made upon the Committee (at the address above) or the
      Company’s General Counsel.

     

    No
      individual may, in any case, become entitled to additional benefits or other
      rights under the Plan after the Plan is terminated. Under no circumstances,
      will
      any benefit under the Plan ever vest or become nonforfeitable.

    
 

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      A

     

    CHANGE
      IN CONTROL

    


    A
“Change
      in Control” shall be deemed to have occurred if any of the following shall have
      occurred:

     

    (a) upon
      any
“person” as such term is used in Sections 13(d) and 14(d) of the
      Exchange
      Act (other than the Company, any trustee or other fiduciary holding securities
      under any employee benefit plan of the Company, or any company owned, directly
      or indirectly, by the stockholders of the Company in substantially the same
      proportions as their ownership of common stock of the Company), becoming the
      beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
      or
      indirectly, of securities of the Company representing 50% or more of: (A) the
      then outstanding shares
      of
      common stock of the Company or (B) the combined voting power of the Company’s
      then outstanding securities;

     

    (b) during
      any period of two consecutive years individuals who at the beginning of such
      period constitute the Board and any new director (other than a director
      designated by a person who has entered into an agreement with the Company to
      effect a transaction described in paragraph (a), (c), or (d) of this Section
      or
      any a director whose initial assumption of office is in connection with an
      actual or threatened election or other proxy contest, including but not limited
      to a consent solicitation, relating to the election of directors to the Board)
      whose election by the Board or nomination for election by the Company’s
      stockholders was approved by a vote of at least two-thirds of the directors
      then
      still in office who either were directors at the beginning of the two-year
      period or whose election or nomination for election was previously so approved,
      cease for any reason to constitute at least a majority of the
      Board;

     

    (c) a
      merger
      or consolidation of the Company or a subsidiary with any other corporation,
      other than a merger or consolidation which would result in the voting securities
      of the Company outstanding immediately prior thereto continuing to represent
      (either by remaining outstanding or by being converted into voting securities
      of
      the surviving entity) more than 50% of the combined voting power of the voting
      securities of the Company or such surviving entity or such surviving entity’s
      parent outstanding immediately after such merger or consolidation;
      or

     

    (d) upon
      the
      approval by the stockholders of the Company of a plan of an agreement for the
      sale or disposition by the Company of all or substantially all of the Company’s
      assets other than the sale or disposition of all or substantially all of the
      assets of the Company to a person or persons who beneficially own, directly
      or
      indirectly, at least 50% or more of the combined voting power of the outstanding
      voting securities of the Company at the time of the sale.

     

    Only
      one
      Change in Control may occur under the Plan. 

     

     

    
      
        
        

      

      
        A
          - 1

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      B

    AGREEMENT
      AND
      RELEASE

    


    Take-Two
      Interactive Software, Inc. (“Company”)
      and
[name]
      (“Employee”),
      agree
      to the terms and conditions set forth below:

    


    1. Employee’s
      employment with the Company is terminated as of ________________ ___, 20__
      (the
“Termination
      Date”).
      Employee acknowledges that the Termination Date is the termination date of
      [his/her] employment
      for purposes of participation in and coverage under all benefit plans and
      programs sponsored by or through the Company. Employee acknowledges and agrees
      that the Company shall not have any obligation to rehire Employee, nor shall
      the
      Company have any obligation to consider [him/her]
      for
      employment, after the Termination Date.

    


    2. In
      exchange for the general release in paragraph 4 below and other promises
      contained herein, and in accordance with the terms of the Take-Two
      Interactive Software, Inc. Change in Control Employee Severance Plan
      (“Severance
      Plan”),
      which
      Employee hereby acknowledges receiving, including
      without limitation, Section 7.8(b) of the Severance Plan to the extent
      applicable, Employee will receive (collectively, the “Severance
      Benefits”):

    


    (a) [ADD
      FOR
      ALL PARTICIPANTS AS APPLICABLE]
      a
      Severance Payment (as defined in the Severance Plan) in the total gross amount
      of $[amount]
      (the
“Severance
      Payment”),
      which
      shall be paid in accordance with the Company’s normal payroll practices (but off
      employee payroll) [IF
      CONTINUATION PAYMENTS
      - in
      substantially equal installments for a period of [For Tier 1 Employee - eighteen
      (18) months] [For Tier 2 Employee - twelve (12) months] [For Tier 3 Employee
      -
      six (6) months] [For Tier 4 Employee - _______ weeks1 ]
      from
      the Termination Date [IF
      LUMP SUM PAYMENT REQUIRED PURSUANT TO SECTION 2.3 OF THE SEVERANCE
      PLAN
      - in a
      single cash lump sum payment on the sixtieth (60th)
      day
      following the Termination Date], subject to all applicable payroll withholding
      deductions; and

     

    (b) [ADD
      FOR
      TIER 1, 2 AND 3 EMPLOYEES AS APPLICABLE]
      the
      Continued Health Coverage (as defined in the Severance Plan) applicable to
      Tier
      [1/2/3] Employees pursuant to Section 2.2(b) of the Severance Plan.

     

    3. Employee
      hereby agrees and acknowledges that the Severance Benefits exceed any payment,
      benefit or other thing of value to which Employee might otherwise be entitled
      under any policy, plan or procedure of Company or its parent or affiliates
      or
      pursuant to any prior agreement or contract with Company or its parent or
      affiliates. 

     

     

      
        

      

    

    1
      Insert two (2) weeks for every Completed Year of Service (as defined in the
      Severance Plan) by the employee, up to a maximum of 26 weeks.


    
      
        
        

      

      
        B
          - 1

        
          

        

      

      
        
        

      

    


    


    


    4. (a) In
      exchange for the Severance Benefits and other valuable consideration, Employee,
      for [himself/herself]
      and
      for
[his/her]
      heirs,
      executors, administrators and assigns (referred to collectively as “Releasors”),
      forever releases and discharges Company and any and all of Company’s parent
      companies, partners, subsidiaries, affiliates, successors and assigns and any
      and all of its and their past and/or present officers, directors, partners,
      agents, employees, representatives, counsel, employee benefit plans and their
      fiduciaries and administrators, successors and assigns (referred to collectively
      as the “Releasees”),
      from
      any and all claims, demands, causes of action, fees and liabilities of any
      kind
      whatsoever, whether known or unknown, which Releasors ever had, now have or
      may
      have against Releasees by reason of any actual or alleged act, omission,
      transaction, practice, conduct, occurrence or other matter up to and including
      the date Employee signs this Agreement and
      Release.

    


    (b) Without
      limiting the generality of the foregoing, this Agreement and
      Release is intended to and shall release Releasees from any and all claims,
      whether known or unknown, that Releasors ever had, now have or may have against
      Releasees arising out of Employee’s employment with Company or any of the
      Releasees, the terms and conditions of such employment and/or the termination
      of
      such employment, including but not limited to: any claim under the Age
      Discrimination in Employment Act, as amended (“ADEA”),
      and/or the Older Workers Benefit Protection Act which laws prohibit
      discrimination on account of age; (ii) any claim under Title VII of the
      Civil Rights Act of 1964, as amended, which, among other things, prohibits
      discrimination/retaliation on account of race, color, religion, sex, and
      national origin; (iii) any claim under the Americans with Disabilities Act
      (“ADA”)
      or
      Sections 503 and 504 of the Rehabilitation Act of 1973, each as amended;
      (iv) any claim under the Employee Retirement Income Security Act of 1974,
      as amended (“ERISA”);
      (v) any claim under the Family and Medical Leave Act; (vi) any claim
      or other action under the National Labor Relations Act, as amended; (vii) any
      claim under the Workers’ Adjustment and Retraining Notification Act;
      (viii) any claim under the New York State Human Rights Law, the New York
      Executive Law, the New York Labor Law, the New York City Administrative Code
      or
      any other applicable state or local labor or human rights laws; (ix) the
      Sarbanes-Oxley Act of 2002; (x) any other claim of discrimination,
      harassment or retaliation in employment (whether based on federal, state or
      local law, regulation, or decision; (xi) any other claim (whether based on
      federal, state or local law, statutory or decisional) arising out of the terms
      and conditions of Employee’s employment with and termination from the Company
      and/or the Released Parties; (xii) any claims for wrongful discharge,
      whistleblowing, constructive discharge, promissory estoppel, detrimental
      reliance, negligence, defamation, emotional distress, compensatory or punitive
      damages, and/or equitable relief; (xiii) any claims under federal, state,
      or local occupational safety and health laws or regulations, all as amended;
      and
      (xiv) any claim for attorneys' fees, costs, disbursements and/or the
      like.
      By
      virtue of the foregoing, Employee agrees that [he/she]
      has
      waived any damages and other relief available to [him/her]
      (including, without limitation, money damages, equitable relief and
      reinstatement) under the claims waived in this paragraph 4. Notwithstanding
      anything herein to the contrary, the sole matters to which this Agreement of
      Release does not apply are: (i)
      claims
      to the Severance Benefits, (ii) claims under the Consolidated Omnibus Budget
      Reconciliation Act of 1985, as amended, (iii) claims arising after the date
      Employee signs this Agreement and Release,
      (iv)
      claims to vested accrued benefits under the Employer’s 401(k) or other tax
      qualified retirement plans in accordance with the terms of such plans and
      applicable law, (v) claims
      relating to any rights of indemnification under the Company’s organizational
      documents or otherwise, (vi) [or
      claims
      relating to any outstanding stock options or other equity-based award on the
      Termination Date,]
      or (vii)
      claims relating to an approved, executed, agreement between the Company and
      Employee that provides for specific severance in connection with a termination
      of employment which such agreement has not expired or been replaced prior to
      the
      termination of the Employee’s employment. Employee acknowledges that Employee
      has been informed that Employee might have specific rights and/or claims under
      the ADEA. Employee specifically waives such rights and/or claims under the
      ADEA
      to the extent such rights and/or claims arose on or prior to the date this
      Agreement of Release is executed by Employee.


    
      
        
        

      

      
        B
          - 2

        
          

        

      

      
        
        

      

    


    


    


    5. Employee
      agrees that at no time will [he/she]
      engage
      in any form of conduct or make any statements or representations that disparage
      or otherwise impair the reputation, goodwill or commercial interests of the
      Releasees. Nothing in this Agreement and Release shall prohibit or restrict
      Employee from: (i) making any disclosure of information, as required by law,
      in
      a proceeding or lawsuit in which the Company is a party, or additionally in
      any
      other civil proceeding or lawsuit upon ten (10) business days prior written
      notice to the Company; (ii) providing information to, or testifying or otherwise
      assisting in an investigation or proceeding brought by any federal regulatory
      or
      law enforcement agency or legislative body or the Company’s designated legal,
      compliance, or human resources officers; (iii) filing, testifying, participating
      or otherwise assisting in a proceeding relating to an alleged violation of
      any
      federal, state or municipal law relating to fraud or any rule or regulation
      of
      the Securities and Exchange Commission; or (iv) challenging the validity of
      this
      Agreement and Release as it applies to a release of claims under
      ADEA.

    


    6. Employee
      agrees to make [himself/herself]
      reasonably available at times and for durations reasonably acceptable to both
      parties to assist the Company with respect to any issues wherein the Company
      considers Employee’s knowledge or expertise reasonably beneficial. The Company
      will reimburse Employee for all reasonable out of pocket expenses that incurred
      while [he/she]
      is
      engaged in such activity. Employee will also cooperate fully with the Company
      in
      the defense or prosecution of any claims or actions now in existence or which
      may be brought in the future against or on behalf of the Company which relate
      to
      events or occurrences that transpired while the Employee was employed by the
      Company. Employee’s full cooperation in connection with such claims or actions
      shall include, but not be limited to, being available to meet with counsel
      to
      prepare for discovery or trial and to act as a witness on behalf of the Company
      at mutually convenient times. Employee shall also cooperate fully with the
      Company in connection with any such investigation or review of any federal,
      state or local regulatory authority as any such investigation or review relates
      to events or occurrences that transpired while Employee was employed by the
      Company. The Company shall pay for any reasonable out-of-pocket expenses
      incurred by Employee in connection with [his/her]
      performance of the obligations pursuant to this paragraph 6. Employee’s
      performance under this paragraph 6 following the Termination Date shall be
      subject to [his/her]
      then
      current employment obligations.

    


    7. Employee
      represents that [he/she]
      has
      returned (or will return) to Company all property belonging to Company,
      including but not limited to electronic devices (e.g., Blackberry and/or laptop
      computer), keys, card access to buildings and office floors, and business
      information and documents. 


    
      
        
        

      

      
        B
          - 3

        
          

        

      

      
        
        

      

    


    


    


    8. If
      any
      provision of this Agreement and Release is held to be illegal, void, or
      unenforceable, such provision shall be of no force or effect. However, the
      illegality or unenforceability of such provision shall have no effect upon,
      and
      shall not impair the enforceability of, any other provision of this Agreement
      and
      Release. Further, to the extent any provision of this Agreement and Release
      is
      deemed to be overbroad or unenforceable as written, such provision shall be
      given the maximum effect permissible under law.

    


    9. This
      Agreement and
      Release represents the entire understanding between the parties hereto with
      respect to the subject matter hereof, and may not be changed or modified except
      by a written agreement signed by both of the parties hereto after the Effective
      Date of this Agreement and
      Release. In the event of any conflict between any of the provisions of this
      Agreement and
      Release and the provisions of the Severance Plan, the terms of the Severance
      Plan shall govern.

    



      10. Except
        as
        may be preempted by federal law, this Agreement and
        Release shall
        be
        governed by the laws of the State of New York, without regard to conflict
        of
        laws principles, and the parties in any action arising out of this Agreement
        and
        Release shall
        be
        subject to the personal jurisdiction and venue of the federal and state courts,
        as applicable, in the County of New York, State of New York.


    


    11. The
      parties agree that this Agreement and Release and its terms are confidential
      and
      shall be accorded the utmost confidentiality. Employee
      hereby agrees to keep confidential and not disclose the terms and conditions
      of
      this Agreement to any person or entity without the prior written consent of
      the
      Company, except to Employee’s accountants, attorneys and/or spouse, provided
      that they also agree to maintain the confidentiality of this Agreement. Employee
      shall be responsible for any disclosure by them. Employee further represent
      that
      Employee has not disclosed the terms and conditions of this Agreement to anyone
      other than Employee’s attorneys, accountants and/or spouse. This Section 10 does
      not prohibit disclosure of this Agreement by any party if required by law,
      provided that if Employee is required to make such disclosure the Employee
      has
      given the Company prompt written notice of any legal process and cooperated
      with
      the Company’s efforts to seek a protective order.

    


    12. Employee
      acknowledges that during the course of Employee’s employment with the Company,
      Employee has had access to information relating to the Company, its divisions,
      subsidiaries, or related entities and its/their business that is not generally
      known by persons not employed by the Company and that could not easily be
      determined or learned by someone outside of the Company (“Confidential
      Information”).
      Such
      information is confidential or proprietary and may include but not be limited
      to
      customer or client contact lists, trade secrets, patents, copyrighted materials,
      proprietary computer software and programs, products, systems analyses, lists
      of
      suppliers and supplier contracts, internal policies and marketing strategies,
      financial information relating to the Company and its employees, and other
      documents and information that provide the Company with a competitive advantage
      and that could not be easily determined or learned or obtained by someone
      outside the Company. Employee further acknowledges that: (i) such confidential
      and proprietary information is the exclusive, unique, and valuable property
      of
      the Company, its divisions, subsidiaries and/or related entities; (ii) the
      businesses of the Company depend on such confidential and proprietary
      information; and (iii) the Company wishes to protect such confidential and
      proprietary information by keeping it confidential for the use and benefit
      of
      the Company, its subsidiaries, divisions, and/or related entities. Employee
      agrees not to disclose or use such Confidential Information at any time in
      the
      future, except if authorized by the Company in writing or if required in
connection
      with a subpoena or other legal process or investigation by any governmental,
      regulatory or self-regulatory agency or in connection with any legal proceeding
      brought against Employee, or in connection with a proceeding to enforce this
      Agreement.


    
      
        
        

      

      
        B
          - 4

        
          

        

      

      
        
        

      

    


    


    


    13. Employee
      agrees that for a period of six (6) months following Employee’s termination of
      employment with the Company (the “Restricted
      Period”),
      Employee will not, directly or indirectly, individually or on behalf of any
      other person, firm, corporation or other entity, solicit, induce, hire or retain
      any employee of the Company to leave the employ of the Company or to accept
      employment or retention as an independent contractor with, or render services
      to
      or with any other person, firm, corporation or other entity unaffiliated with
      the Company or take any action to assist or aid any other person, firm,
      corporation or other entity in identifying, soliciting, hiring or retaining
      any
      such employee (provided Employee may serve as a reference after he is no longer
      employed by the Company but not with regard to any entity with which he is
      affiliated or from which he is receiving compensation). Furthermore, during
      the
      Restricted Period, Employee will not (i) solicit or induce any customer or
      client of the Company to purchase goods or services offered by the Company
      from
      another person, firm, corporation or other entity or assist or aid any other
      persons or entity in identifying or soliciting any such customer or client,
      (ii)
      encourage any customer, client, supplier or other business relationship of
      the
      Company to terminate or alter such relationship, (iii) encourage any prospective
      customer or supplier not to enter into a business relationship with the Company,
      or (iv) impair or attempt to impair any relationship, contractual or otherwise,
      written or oral, between the Company and any customer, supplier or other
      business relationship.

    


    14. Employee
      acknowledges and agrees that the Company will suffer irreparable damage if
      any
      of the provisions of paragraphs 5, 12 or 13 of this Agreement and Release are
      breached and that the Company’s remedies at law for a breach of such provisions
      would be inadequate and, in recognition of this fact, Employee agrees that,
      in
      the event of such a breach, in addition to any remedies at law, the Company
      will
      be entitled to obtain equitable relief in the form of specific performance,
      temporary restraining order, a temporary or permanent injunction or any other
      equitable remedy which may then be available.

    


    15. This
      Agreement and
      Release is binding upon, and shall inure to the benefit of, the parties and
      their respective heirs, executors, administrators, successors and
      assigns.

    


    16. Employee
      acknowledges that [he/she]:
      (a) has
      carefully read this Agreement and
      Release in its entirety; (b) has had an opportunity to consider the terms of
      this Agreement and
      Release [insert
      only if employees are over 40: and
      the
      disclosure information attached hereto as
      Exhibit I (which is provided pursuant to the Older Workers Benefit Protection
      Act)]
      for at
      least [twenty-one (21)] [forty-five (45)] days; (c) is hereby advised by Company
      in writing to consult with an attorney of [his/her]
      choice
      in connection with this Agreement and
      Release; (d) fully understands the significance of all of the terms and
      conditions of this Agreement and
      Release and has discussed them with an attorney of [his/her]
      choice,
      or has had a reasonable opportunity to do so; and (e) is signing this Agreement
      and
      Release voluntarily and of [his/her]
      own free
      will and agrees to abide by all the terms and conditions contained
      herein.


    
      
        
        

      

      
        B
          - 5

        
          

        

      

      
        
        

      

    


    


    


    17. Employee
      may accept this Agreement and
      Release by signing it before a notary public and delivering it to [INSERT
      NAME AND ADDRESS OF CONTACT]
      on or
      before the [twenty-first (21st)]
      [forty-fifth (45th)]
      day
      after [he/she]
      receives
      this Agreement and
      Release. Notwithstanding the foregoing, Employee may not sign this Agreement
      and
      Release before [his/her]
      last day
      of employment and this Agreement and
      Release will not be accepted or effective if signed before the Termination
      Date.
      After signing this Agreement and
      Release, Employee shall have seven (7) days (the “Revocation
      Period”)
      to
      revoke [his/her]
      decision
      by indicating [his/her]
      desire
      to do so in writing delivered to [INSERT
      NAME]
      at the
      above address by no later than the last day of the Revocation Period. If the
      last day of the Revocation Period falls on a Saturday, Sunday or holiday, the
      last day of the Revocation Period will be deemed to be the next business day.
      Provided Employee does not revoke this Agreement and
      Release during the Revocation Period, the Effective Date of this Agreement
      and
      Release shall be the later of the eighth (8th)
      day
      after Employee signs this Agreement and
      Release or the 

    day
      after
      the last day of the Revocation Period (the “Effective
      Date”).
      

    


    


    
      	
              Dated:
                ______________

            	 	    

	 	 	
              (signature)

            
	 	 	
               

              [Employee]

            


    

    


    


    


    TAKE-TWO
      INTERACTIVE SOFTWARE, INC.

    


    


    
      	
              Accepted
                by:__________________________

            	
              Dated:_____________________

            
	 	 
	
              Name:_______________________________

            	 


    

    


     

    
      
        
        

      

      
        B
          -
          6