Unassociated Document


    EMPLOYMENT
      AGREEMENT

    


    AGREEMENT
      entered into on July 16, 2007 between Take-Two Interactive Software, Inc.,
      a
      Delaware corporation (the "Employer" or the "Company"), and Lainie Goldstein
      (the "Employee").

    


    WITNESSETH:

     

    WHEREAS,
      the Employer desires to employ the Employee as its Chief Financial Officer
      and
      to be assured of her services as such on the terms and conditions hereinafter
      set forth; and

    


    WHEREAS,
      the Employee is willing to accept such employment on such terms and conditions;
      

    


    NOW,
      THEREFORE, in consideration of the mutual cove-nants and agreements hereinafter
      set forth, and intending to be legally bound hereby, the Employer and the
      Employee hereby agree as follows:

    


    1.
      Term.
      Employer hereby agrees to employ Employee, and Employee hereby agrees to serve
      Employer for a three-year period commencing effective as of June 7, 2007 (the
      "Effective Date") (such period being herein referred to as the "Initial Term,"
      and any year commencing on the Effective Date or any anniversary of the
      Effective Date being hereinafter referred to as an "Employment Year"). After
      the
      Initial Term, this Agreement shall be renewable automatically for successive
      one
      year periods (each such period being referred to as a "Renewal Term" and
      together with the Initial Term referred to as “the Term”), unless, at least
      sixty (60) days prior to the expiration of the Initial Term or any Renewal
      Term,
      either the Employee or the Employer give written notice that employment will
      not
      be renewed (as the case may be, a “Notice of Non-Renewal”). 

    


    2.
      Employee
      Duties.

    


    (a) During
      the Term, the Employee shall serve as Chief Financial Officer and have the
      duties and responsibilities customarily associated with such position in a
      company the size and nature of the Company. Employee shall report directly
      to
      the Chief Executive Officer of Employer (“CEO”) and the Board of Directors of
      the Employer (the "Board"). 

    


    (b) The
      Employee shall devote substantially all of her business time, attention,
      knowledge and skills faithfully, diligently and to the best of her ability,
      in
      furtherance of the business and activities of the Company. The principal place
      of performance by the Employee of her duties hereunder shall be the Company's
      principal executive offices in New York, although the Employee may be required
      to travel outside of the area where the Company's principal executive offices
      are located in connection with the business of the Company.

    


    
      
        
        

      

      
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    3. Compensation.

    


    (a) During
      the first Employment Year of the Term, the Employer shall pay the Employee
      a
      salary (the "Salary") at a rate of $384,600 per annum; provided, however, that
      such Salary shall be paid on a retroactive basis to April 10, 2007 (i.e. for
      the
      period between April 10, 2007 and the Effective Date, in addition to the base
      salary already paid by the Company to Employee for such period, the Employer
      shall pay to Employee the amount by which (i) the semi-monthly salary that
      Employee would have received at the rate set forth above between April 10,
      2007
      and the Effective Date exceeds (ii) the actual semi-monthly salary that Employee
      received from the Employer during such period). Upon the commencement of the
      second Employment Year and continuing for the remainder of the Initial Term,
      the
      Salary shall be increased to the rate of $409,600 per annum. The Salary shall
      be
      payable in equal installments semi-monthly in accordance with the Company’s
      normal payroll practices and procedures in effect from time to time for the
      payment of salaries to executive officers. Following the expiration of the
      Initial Term and for so long as the Term is in effect, such Salary shall be
      subject to annual review by the Board and may be increased from time to time
      at
      the discretion of the Board.

    


    (b) The
      Employee shall be entitled to receive an annual bonus (“Bonus”) with respect to
      each fiscal year of the Company (“Fiscal Year”) during the Term based upon the
      actual EBITDA of the Company (defined as GAAP Net Income recorded for the
      Company, adding back in Interest, Depreciation, Amortization and Tax expenses)
      as compared to the Company’s budgeted EBITDA as follows: 

     

    
      	
              Actual
                EBITDA

            	
              Annual
                Bonus

            
	
              Less
                than 80% of the Budget

            	
              No
                Bonus earned

            
	
              80%
                - 100% of the Budget

            	
              *
                12.5% - 50% of Salary

            
	
              100%
                - 120% of the Budget

            	
              *
                50% - 75% of Salary 

            
	
              Greater
                than 120% of the Budget

            	
              Capped
                at 75% of Salary

            
	
            	
            


    

    


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

    


    The
      budgeted EBITDA for the Company with respect to each Fiscal Year shall be
      determined by the Board after good faith consultation with the Employee and
      in
      accordance with past practices and shall be communicated to the Employee in
      writing within 45 days following the commencement of each such Fiscal Year.
      For
      the Fiscal Year ending October 31, 2007, the Company’s budgeted EBITDA shall be
      $30,359,661. The actual EBITDA with respect to each Fiscal Year during the
      Term
      shall be calculated by the Company in the same manner as the budgeted EBITDA
      for
      such Fiscal Year and shall be communicated to the Employee in writing within
      45
      days following the end of such Fiscal Year.

    


    (c) The
      Bonus, if earned, for any Fiscal Year during the Term shall be payable within
      45
      days following the end of such Fiscal Year; provided that Employee is employed
      by the Company on such date (subject to the provisions of Section 6(c) hereof).
      

    


    (d) The
      Employee shall be entitled to receive a one-time grant of 30,000 shares of
      restricted common stock of the Company (the “Shares”) under the Company’s
      Incentive Stock Plan, as amended, vesting as to one-third of such shares on
      each
      of the first, second and third anniversaries of the date of grant (as determined
      in the immediately succeeding sentence), subject to the provisions of Section
      6(c) of this Agreement. The Shares were granted on June 18, 2007 and shall
      be
      subject to the terms and conditions of the Plan and the Company’s equity grant
      letter then in effect, subject to and as modified by the provisions of Section
      6(c) of this Agreement.

     

    
      
        
        

      

      
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    (e) In
      the
      event that a Change in Control (as hereinafter defined) of the Company occurs,
      the Company shall pay to Employee a bonus in an amount equal to six months
      of
      Salary at the rate then in effect (“Stay Bonus”), 50% of which shall be payable
      upon the closing of the Change in Control and 50% of which shall be payable
      six
      months following the closing of the Change in Control, provided in each case
      that Employee is employed by the Company on such payment dates or is terminated
      without Cause pursuant to Section 6(c) upon or within six months following
      a
      Change in Control.

    


    (f) In
      addition to the foregoing, the Board and the CEO shall review Employee’s
      compensation on an annual basis and Employee shall be entitled to such other
      cash bonuses and such other compensa-tion in the form of stock, stock options
      or
      other property or rights as may from time to time be awarded to her by the
      Board
      during or in respect of her employment hereunder.

    


    4.
      Benefits.

    


    (a) During
      the Term, the Employee shall have the right to receive or participate in all
      benefits and plans which the Company may from time to time institute during
      such
      period for its executive officers and for its employees in general and for
      which
      the Employee is eligible (including the Company’s MERP Plan). Nothing paid to
      the Employee under any plan or arrangement presently in effect or made available
      in the future shall be deemed to be in lieu of the salary or any other
      obligation payable to the Employee pursuant to this Agreement. 

    


    (b) During
      the Term, the Employee will be entitled to the number of paid holidays, personal
      days off, vacation days and sick leave days in each calendar year as are
      determined by the Company from time to time (provided that in no event shall
      vacation time be fewer than four weeks per year). Such vacation may be taken
      in
      the Employee's discretion with the prior approval of the Employer, and at such
      time or times as are not inconsistent with the reasonable business needs of
      the
      Company.

    


    5.
      Travel
      Expenses.
      All
      travel and other expenses incident to the rendering of services reasonably
      incurred on behalf of the Employer by the Employee during the Term shall be
      paid
      by the Employer. If any such expenses are paid in the first instance by the
      Employee, the Employer shall reimburse her therefor on presentation of
      appropriate receipts for any such expenses. All travel and lodging arrangements
      shall be made in accordance with Employer’s regular policies. 

    


    6.
      Termination.
      Notwithstanding the provisions of Section 1 hereof, the Employee's employment
      with the Employer may be earlier terminated as follows:

    


    
      
        
        

      

      
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    (a) By
      action
      taken by the Board or the Chairman of the Company, the Employee may be
      discharged for Cause (as herein-after defined), effective as of such time as
      the
      Board shall determine. Upon discharge of the Employee pursuant to this Section
      6(a), the Employer shall have no further obligation or duties to the Employee,
      except for payment of Salary through the effective date of termination and
      as
      provided in Section 8(g), and the Employee shall have no further obliga-tions
      or
      duties to the Employer, except as provided in Section 7. 

    


    (b) In
      the
      event of (i) the death of the Employee or (ii) by action of the Board or the
      Chairman of the Company and the inability of the Employee, by reason of physical
      or mental disability, to continue substantially to perform her duties hereunder
      for a period of 180 consecutive days, during which 180 day period Salary and
      any
      other benefits hereunder shall not be suspended or diminished. Upon any
      termination of the Employee's employment under this Section 6(b), the Employer
      shall have no further obligations or duties to the Employee, except as provided
      in Section 8(g). 

    


    (c) In
      the
      event that Employee's employment with the Employer is terminated by action
      taken
      by the Company without Cause (other than in accordance with Section 6(b) above),
      then the Employer shall have no further obligation or duties to Employee, except
      for payment of the amounts described in this Section 6(c) and as provided in
      Section 8(g), and Employee shall have no further obligations or duties to the
      Employer, except as provided in Section 7. In the event of such termination,
      the
      Employee shall be entitled to the following: (i) a lump sum payment within
      30
      days following such termination equal to the sum of (x) the Employee’s Salary at
      the rate then in effect, (y) the Termination Bonus (as hereinafter defined)
      plus
      (z) all unpaid bonuses with respect to the last full fiscal year of Employee’s
      employment with the Company, if any, that would have been paid but for such
      termination without Cause ; and (ii) for a period of twelve (12) months from
      the
      date of termination, subject to Employee’s timely election of continuation
      coverage under the Consolidated Budget Omnibus Reconciliation Act of 1985,
      as
      amended (“COBRA”), the Employer will pay Employee’s COBRA medical insurance
      premium, provided that Employee is eligible and remains eligible for COBRA
      coverage and provided further that if Employee obtains other employment that
      offers substantially similar or improved group health benefits, the Employer’s
      obligation under this sentence shall immediately cease; provided,
      however, that if the lump sum payment provided in Section 6(c)(i) would
      otherwise be due and payable on or prior to December 31, 2007, such lump sum
      payment shall be due and payable on January 2, 2008. In the event of such
      termination without Cause or upon expiration of the Term as a result of the
      delivery by the Company to the Employee of a Notice of Non-Renewal, all
      outstanding options and shares of restricted stock granted to the Employee
      which
      have not vested as of the date of such termination shall immediately vest and,
      as applicable, become immediately exercisable. For purposes of this Section
      6(c), the “Termination Bonus” shall be an amount equal to (i) if such
      termination without Cause occurs on or prior to the last day of the second
      fiscal quarter of a Fiscal Year, 25% of Employee’s annual Salary at the rate
      then in effect or (ii) if such termination without Cause occurs on or after
      the
      first day of the third fiscal quarter of a Fiscal Year, 50% of Employee’s annual
      Salary at the rate then in effect.

     

    
      
        
        

      

      
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    (d) For
      purposes of this Agreement, Employee shall also be deemed to have been
      terminated by the Employer without Cause if the Employee provides Employer
      with
      at least thirty (30) days prior written notice of the Employee’s intent to
      terminate employment , provided such notice is provided within a period not
      to
      exceed ninety (90) days (and the effective date of such termination does not
      exceed one-hundred twenty (120) days) of the initial existence of any of the
      following conditions: (i) a material breach of this Agreement by the Employer
      or
      a material diminution in Employee’s authority, duties or responsibilities or
      (ii) the Company requiring, without the written consent of Employee, that the
      principal place of the performance of her employment duties hereunder be located
      outside of a ten (10) mile radius of New York City, New York. Any such written
      notice provided by the Employee shall specify the grounds for such termination
      and the Employer shall have thirty (30) days to cure such grounds.

    


    (e) For
      purposes of this Agreement, the Company shall have "Cause" to terminate the
      Employee's employment under this Agreement upon (i) the continued failure by
      the
      Employee to substantially perform her duties under this Agreement after receipt
      of notice from the Company requesting such performance, (ii) the criminal
      conviction of Employee by plea or after trial of having engaged in criminal
      misconduct (including embezzlement and fraud) which is demonstrably injurious
      to
      the Company, monetarily or otherwise, (iii) the conviction of the Employee
      of a
      felony; (iv) gross negligence on the part of the Employee affecting the Company;
      or (v) a material failure of the Employee to adhere to the Company’s written
      policies or to cooperate in any investigation or inquiry involving the Company.
      The Company shall give written notice to the Employee of any proposed
      termination for Cause, which notice shall specify the grounds for the proposed
      termination, and the Employee shall be given thirty (30) days to cure if the
      grounds arise under clauses (i) or (v) above (in the event employee cures the
      event giving rise to Cause set forth in such written notice within said 30
      day
      period, Cause for termination shall not exist). 

    


    (f) For
      purposes of this Agreement, a "Change in Control" shall be deemed to occur
      (i)
      upon the acquisition by any person, entity or group of beneficial ownership
      of
      50 percent or more of either the outstanding shares of common stock of the
      company or the combined voting power of the then outstanding voting securities
      of the company entitled to vote generally in the election of directors; (ii)
      upon a merger or consolidation of the Company or any of its subsidiaries with
      any other corporation, which results in the stockholders of the Company prior
      thereto continuing to represent less than 50 percent of the combined voting
      power of the voting securities of the Company or the surviving entity after
      the
      merger; or (iii) upon the sale of all, or substantially all, of the assets
      of
      the Company; provided, however, that an event described in (i), (ii) or (iii)
      shall not be treated as a Change in Control unless such event is also a change
      in the ownership of the Company (within the meaning of Treasury Regulation
      Section 409A-3(i)(5)(v)), a change in the effective control of the Company
      (within the meaning of Treasury Regulation Section 409A-3(i)(5)(vi)) or a change
      in the ownership of a substantial portion of the Company's assets (within the
      meaning of Treasury Regulation Section 409A-3(i)(5)(vii)).

     

    
      
        
        

      

      
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    7.
      Confidentiality;
      Noncompetition.

    


    (a) The
      Employer and the Employee acknowledge that the services to be performed by
      the
      Employee under this Agree-ment are unique and extraordinary and, as a result
      of
      such employment, the Employee will be in possession of confidential information
      relating to the business practices of the Company. The term "confidential
      information" shall mean any and all information (oral and written) relating
      to
      the Company or any of its affiliates, or any of their respective activities,
      other than such information which can be shown by the Employee to be in the
      public domain (such information not being deemed to be in the public domain
      merely because it is embraced by more general information which is in the public
      domain) other than as the result of breach of the provisions of this Section
      7(a), including, but not limited to, information relating to: trade secrets,
      personnel lists, compensation of employees, financial information, research
      projects, services used, pricing, customers, customer lists and prospects,
      product sourcing, marketing and selling and servicing. Notwithstanding the
      foregoing “confidential information” shall not include information relating to
      the general methodology and mechanics employed by Employee in the performance
      of
      her duties with the Company or that Employee can demonstrate was known to her
      prior to her employment with the Company. The Employee agrees that she will
      not,
      during or after her termination or expiration of employment hereunder, directly
      or indirectly, use, communicate, disclose or disseminate to any person, firm
      or
      corporation any confidential information regarding the clients, customers or
      business prac-tices of the Company acquired by the Employee during her
      employ-ment by Employer, without the prior written consent of Employer. Anything
      herein to the contrary notwithstanding, the provisions of this Section 7(a)
      shall not apply (i) when disclosure is required by law or by any court,
      arbitrator, mediator or administrative or legislative body (including any
      committee thereof) with actual or apparent jurisdiction to order the Employee
      to
      disclose or make accessible any information, (ii) with respect to any other
      litigation, arbitration or mediation involving this Agreement, including, but
      not limited to, the enforcement of this Agreement, (iii) as to information
      that
      becomes generally known to the public or within the relevant trade or industry
      other than due to the Employee’s violation of this Section or (iv) as to
      information that is or becomes available to the Employee on a non-confidential
      basis from a source which is entitled to disclose it to the
      Employee.

    


    (b) The
      Employee hereby agrees that she shall not, during the period of her employment
      and for a period of one (1) year following the termination of such employment,
      directly or indirectly, within any county (or adjacent county) in any State
      within the United States or territory outside the United States in which the
      Company is engaged in business during the period of the Employee's employment
      or
      on the date of termination of the Employee's employment, engage, have an
      interest in or render any services to any business (whether as owner, manager,
      operator, licensor, licensee, lender, partner, stockholder, joint venturer,
      employee, consultant or otherwise) competitive with the Company's business
      activities.

    


    (c) The
      Employee hereby agrees that she shall not, during the period of her employment
      and for a period of one (1) year following such employment, directly or
      indirectly solicit any of the Company's customers, or persons listed on the
      personnel lists of the Company. Except as required by law or legal process,
      at
      no time during the Term, or thereafter shall the Employee, directly or
      indirectly, disparage the commercial, business or financial reputation of the
      Company. Except as required by law or legal process, at no time during the
      Term,
      or thereafter shall the Employer or any executive officer of the Company,
      directly or indirectly, disparage the professional, business, financial or
      personal reputation of the Employee.

    


    (d) For
      purposes of clarification, but not of limitation, the Employee hereby
      acknowledges and agrees that the provisions of subparagraphs 7(b) and (c) above
      shall serve as a prohibition against her, during the period referred to therein,
      directly or indirectly, hiring, offering to hire, enticing, soliciting or in
      any
      other manner persuading or attempting to persuade any officer, employee, agent,
      lessor, lessee, licensor, licensee or customer who has been previously contacted
      by either a representative of the Company, including the Employee, (but only
      those persons or entities that had a relationship with the Company during the
      time of the Employee's employment by the Company, or at the termination of
      her
      employment), to discontinue or alter his, her or its relationship with the
      Company.

    


    
      
        
        

      

      
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    (e) Upon
      the
      termination of the Employee's employment for any reason whatsoever, all
      documents, records, notebooks, equipment, employee lists, price lists,
      specifications, programs, customer and prospective customer lists and other
      materials which refer or relate to any aspect of the business of the Company
      which are in the possession of the Employee including all copies thereof, shall
      be promptly returned to the Company. Anything to the contrary notwithstanding,
      nothing in this Section 7(e) shall prevent the Employee from retaining a home
      computer and security system, papers and other materials of a personal nature,
      including personal diaries, calendars and Rolodexes, information relating to
      the
      Employee’s compensation or relating to reimbursement of expenses, information
      that the Employee reasonably believe may be needed for tax purposes, and copies
      of plans, programs and agreements relating to the Employee’s employment.


    


    (f) 
      The
      products and proceeds of Employees services hereunder that Employee may acquire,
      obtain, develop or create during the Term that relate to the Company’s business,
      or that are otherwise made at the direction of the Company or with the use
      of
      the Company’s or its affiliates’ facilities or materials, including,
      but not limited to, all materials, ideas, concepts, formats, suggestions,
      developments, packages,
      programs and other intellectual properties
      (collectively, “Works”), shall be considered a "work
      made for hire,"
      as
      that term is defined under the United States Copyright Act, and Employee shall
      be considered an employee for hire of the Company, and all rights in and to
      the
      Works, including the copyright thereto, shall be the sole and exclusive property
      of the Company, as the sole author and owner thereof, and the copyright thereto
      may be registered by the Company in its own name. In the event that any part
      of
      the Works shall be determined not to be a work made for hire or shall be
      determined not to be owned by the Company, Employee hereby irrevocably assigns
      and transfers to the Company, its successors and assigns, the following: (a)
      the
      entire right, title and interest in and to the copyrights, trademarks and other
      rights in any such Work and any rights in and to any works based upon, derived
      from, or incorporating any such Work (“Derivative Work”); (b) the exclusive
      right to obtain, register and renew the copyrights or copyright protection
      in
      any such Work or Derivative Work; (c) all income, royalties, damages, claims
      and
      payments now or hereafter due or payable with respect to any such Work and
      Derivative Work; and (d) all causes of action in law or equity, past and future,
      for infringements or violation of any of the rights in any such Work or
      Derivative Work, and any recoveries resulting therefrom. Employee
      also hereby waives in writing any moral or other rights that she has under
      state
      or federal laws, or under the laws of any foreign jurisdiction, which would
      give
      her any rights to constrain or prevent the use of any Work or Derivative Work,
      or which would entitle her to receive additional compensation from the Company.
      Employee shall execute all documents, including without limitation copyright
      assignments and applications and waivers of moral rights, and perform all acts
      that the Company may request, in order to assist the Company in perfecting
      its
      rights in and to any Work and Derivative Work anywhere in the world. Employee
      hereby appoints the officers of the Company as Employee’s attorney-in-fact to
      execute documents on behalf of Employee for this limited purpose

    


    (g) The
      parties hereto hereby acknowledge and agree that (i) the Company may be
      irreparably injured in the event of a breach by the Employee of any of her
      obligations under this Section 7, (ii) monetary damages may not be an adequate
      remedy for any such breach, and (iii) the Company shall be entitled to seek
      injunctive relief, in addition to any other remedy which it may have, in the
      event of any such breach.

    


    
      
        
        

      

      
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    (h) The
      parties hereto hereby acknowledge that, in addition to any other remedies the
      Company may have under Section 7(g) hereof, the Company may have the right
      and
      remedy to require the Employee to account for and pay over to the Company all
      compensation, profits, monies, accruals, increments or other benefits
      (collectively, "Benefits") derived or received by the Employee as the result
      of
      any transactions constituting a breach of any of the provisions of Section
      7,
      and the Employee hereby agrees to account for any pay over such Benefits to
      the
      Company.

    


    (i) Each
      of
      the rights and remedies enumerated in Section 7(g) and 7(h) shall be independent
      of the other, and shall be severally enforceable, and all of such rights and
      remedies shall be in addition to, and not in lieu of, any other rights and
      remedies available to the Company under law or in equity.

    


    (j) It
      is the
      intent of the parties hereto that the covenants contained in this Section 7
      shall be enforced to the fullest extent permissible under the laws and public
      policies of each jurisdiction in which enforcement is sought (the Employee
      hereby acknowledging that said restrictions are reasonably necessary for the
      protection of the Company). Accordingly, it is hereby agreed that if any of
      the
      provisions of this Section 7 shall be adjudicated to be invalid or unenforceable
      for any reason whatsoever, said provision shall be (only with respect to the
      operation thereof in the particular jurisdiction in which such adjudication
      is
      made) construed by limiting and reducing it so as to be enforceable to the
      extent permissible, without invalidating the remaining provisions of this
      Agreement or affecting the validity or enforceability of said provision in
      any
      other jurisdiction.

    


    8.
      General.
      This
      Agreement is further governed by the following provisions:

    


    (a) Notices.
      All
      notices relating to this Agreement shall be in writing and shall be either
      personally delivered, sent by facsimile (receipt confirmed) or nationally
      recognized overnight carrier or mailed by certified mail, return receipt
      requested, to be delivered at such address as is indicated below, or at such
      other address or to the attention of such other person as the recipient has
      specified by prior written notice to the sending party. Notice shall be
      effective when so personally delivered, one business day after being sent by
      telecopy or five days after being mailed.

    


    If
      to the
      Employer:

    


    Take-Two
      Interactive Software, Inc. 

    622
      Broadway

    New
      York,
      New York 10012   

    
      	 	 	 	
              Attention:
                Chief Executive Officer

            


    

    


    If
      to the
      Employee: 

    


    To
      the
      Employee’s address on the books and records of the Company.

     

    
      
        
        

      

      
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    (b) Parties
      in Interest.
      Employee may not delegate her duties or assign her rights hereunder. This
      Agreement shall inure to the benefit of, and be binding upon, the parties hereto
      and their respective heirs, legal representatives, successors and permitted
      assigns.

    


    (c) Entire
      Agreement.
      This
      Agreement supersedes any and all other agreements, either oral or in writing,
      between the parties hereto, with respect to the employment of the Employee
      by
      the Employer (including, without limitation, the offer letter dated October
      14,
      2003 and amendment dated January 19, 2006 between the Company and the Employee)
      and contains all of the covenants and agreements between the parties with
      respect to such employment in any manner whatsoever. Any modification or
      termination of this Agreement will be effective only if it is in writing signed
      by the party to be charged.

    


    (d) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. Employee agrees to and hereby does submit to jurisdiction
      before any state or federal court of record in New York County.

    


    (e) Warranty.
      Employee hereby warrants and represents as follows:

    


    (i) That
      the
      execution of this Agreement and the discharge of Employee's obligations
      hereunder will not breach or conflict with any other contract, agreement, or
      understanding between Employee and any other party or parties.

    


    (ii) Employee
      has ideas, information and know-how relating to the type of business conducted
      by Employer, and Employee's disclosure of such ideas, information and know-how
      to Employer will not conflict with or violate the rights of any third party
      or
      parties.

    


    (iii)
       Employee
      will not disclose any trade secrets relating to the business conducted by any
      previous employer and agrees to indemnify and hold Employer harmless for any
      liability arising out of Employee's use of any such trade secrets.

    


    (f) Severability.
      In the
      event that any term or condition in this Agreement shall for any reason be
      held
      by a court of competent jurisdiction to be invalid, illegal or unenforceable
      in
      any respect, such invalidity, illegality or unenforceability shall not affect
      any other term or condition of this Agreement, but this Agreement shall be
      construed as if such invalid or illegal or unenforceable term or condition
      had
      never been con-tained herein.

    


    (g)
       Indemnification.
      The
      Employee shall be entitled to the benefits of all provisions of the Certificate
      of Incorporation and Bylaws of the Company, each as amended, that provide for
      indemnification of officers and directors of the Company. In addition, without
      limiting the indemnification provisions of the Certificate of Incorporation
      or
      Bylaws, to the fullest extent permitted by law, the Company shall indemnify
      and
      save and hold harmless the Employee from and against, and pay or reimburse,
      any
      and all claims, demands, liabilities, costs and expenses, including judgments,
      fines or amounts paid on account thereof (whether in settlement or otherwise),
      and reasonable expenses, including attorneys’ fees actually and reasonably
      incurred (including, but not limited to, investigating, preparing, pursuing
      or
      defending any action, suit, investigation, proceeding, claim or liability if
      the
      Employee is made or threatened to be made a party to or witness in any action,
      suit, investigation or proceeding, or if a claim or liability is asserted or
      threatened to be asserted against Employee (whether or not in the right of
      the
      Company), by reason of the fact that she was or is a director, officer or
      employee, or acted in such capacity on behalf of the Company, or the rendering
      of services by the Employee pursuant to this Agreement or the Employee’s prior
      employment agreement with the Company, whether or not the same shall proceed
      to
      judgment or be settled or otherwise brought to a conclusion (except only if
      and
      to the extent that such amounts shall be finally adjudged to have been caused
      by
      Employee’s willful misconduct or gross negligence). Upon the Employee’s request,
      the Company will advance any reasonable expenses or costs, subject to the
      Employee undertaking to repay any such advances in the event there is an
      unappealable final determination that Employee is not entitled to
      indemnification for such expenses. Employee shall be entitled to indemnification
      under this Section regardless of any subsequent amendment of the Certificate
      of
      Incorporation or of the Bylaws of the Company. Further, Employee shall be
      entitled to be covered by any directors’ and officers’ liability insurance
      policies which the Company maintains for the benefit of its directors and
      officers, subject to the limitations of such policies. This provision shall
      survive the expiration or termination of this Agreement.

    


    
      
        
        

      

      
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      (h) Section
        409A.
        The
        intent of the parties is that payments and benefits under this Agreement
        comply
        with Section 409A of the Internal Revenue Code of 1986, as amended and the
        regulations and guidance promulgated thereunder (collectively “Section 409A”)
        and, accordingly, to the maximum extent permitted, this Agreement shall be
        interpreted to be in compliance therewith. If any payments hereunder are
        determined to be “nonqualified deferred compensation” under Section 409A, then
        such payments shall be made in compliance with the 6-month delay requirement
        of
        Section 409A, to the extent such requirement is applicable. In no event
        whatsoever shall the Employer be liable for any additional tax, interest
        or
        penalties that may be imposed on the Employee by Section 409A or any damages
        for
        failing to comply with Section 409A.


    



      (i) Withholding.
        The
        Company may withhold from any and all amounts payable under this Agreement
        such
        federal, state and local taxes as may be required to be withheld pursuant
        to any
        applicable law or regulation.


    


    (j)
       Execution
      in Counterparts.
      This
      Agreement may be executed by the parties in one or more counterparts, each
      of
      which shall be deemed to be an original but all of which taken together shall
      constitute one and the same agreement, and shall become effective when one
      or
      more counterparts has been signed by each of the parties hereto and delivered
      to
      each of the other parties hereto.

     

    
      
        
        

      

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

    


    
      	
            	
              TAKE-TWO
                INTERACTIVE SOFTWARE, INC.

            
	
            	
            	
            
	 	 	 
	 	 	 
	 	
              By:

            	/s/
              Ben Feder
	 	
               

            	
              Name:
                Ben Feder

            
	 	
               

            	
              Title:
                Chief Executive Officer

            
	 	 	 
	 	 	 
	 	
                
                /s/ Lainie Goldstein

            
	 	
              Lainie
                Goldstein

            


    

    


    
      
        
        

      

      
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