Exhibit 10.4


 


EMPLOYMENT AGREEMENT


 


AGREEMENT
entered into on March 16, 2009 between Take-Two Interactive Software, Inc.,
a Delaware corporation (“Take-Two” or the “Employer” or the “Company”), and
Manuel Sousa (the “Employee”).


 


W  I  T  N  E  S
S  E  T  H :


 


WHEREAS,
the Employer desires to employ the Employee as an Executive Vice President and
Head of Human Resources, and to be assured of his 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 covenants 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
term commencing March 23, 2009 (the “Effective Date”) and ending October 31,
2012 (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 an Executive Vice President and Head of Human Resources
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 Company’s Chief Executive Officer.


 


(b)           The Employee shall
devote substantially all of his business time, attention, knowledge and skills
faithfully, diligently and to the best of his ability, in furtherance of the
business and activities of the Company. The principal place of performance by
the Employee of his 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.


 


1

















 


3.             Compensation.


 


(a)           The Employer shall
pay the Employee an annual salary (the “Salary”) at a rate of $360,000 per
annum. The Salary shall be payable in equal, semi-monthly installments 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. During the
Initial Term, the Salary shall be subject to annual review by the Compensation
Committee of the Board of Directors of the Company (the “Committee”) and may be
increased from time-to-time at the discretion of the Committee.


 


(b)           Employee is eligible
to participate in Take-Two’s corporate bonus program at a level commensurate
with other senior executive officers of the Company. As part of that program,
Employee will be eligible for a yearly cash bonus based on Take-Two’s global,
corporate EBITDA (based on a budgeted EBITDA (“Budget”) determined by Take-Two
and communicated to Employee within ninety (90) days following the commencement
of each fiscal year). Any bonus payment earned for Fiscal Year 2009 shall be
pro-rated based upon the Employee’s length of service during Fiscal Year 2009.
The amount of bonus earned, if any, shall be based on the Company’s actual
EBITDA performance as compared to its budgeted EBITDA performance as set forth
below:


 




	
  Actual EBITDA

  	
   

  	
  Annual Bonus

  
	
  Less
  than 75% of the Budget

  	
   

  	
  No
  Bonus earned

  
	
  75%
  - 100% of the Budget

  	
   

  	
  *
  10% - 50% of Salary

  
	
  100%
  - 125% of the Budget

  	
   

  	
  *
  50% - 75% of Salary

  
	
  Greater
  than 125% of the Budget

  	
   

  	
  Capped
  at 75% of Salary

  






 






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


 


Bonus
payments, if earned, for any Fiscal Year during the Term shall be payable
within 60 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).


 


(c)           Subject to the
stockholders of Take-Two approving Take-Two’s 2009 Stock Incentive Plan (the “Stock
Plan”), Take-Two’s management will recommend to the Committee that it approve a
grant of restricted common stock of the Company valued at $350,000 (the “Initial
Shares) to Employee in accordance with the terms of Take-Two’s long-term equity
incentive compensation program (which currently determines the number of shares
to be granted using the average closing price of the Company’s common stock for
the ten trading days immediately prior to the date of grant, rounded down to
the next whole share). If the Stock Plan is approved by Take-Two’s stockholders
and the grant of the Initial Shares is approved by the Committee: (i) $175,000
worth of the Initial Shares shall be granted on the Company’s first,
regularly-scheduled grant date following its 2009 Annual Meeting of
stockholders currently scheduled to occur on April 23, 2009 (the Company
generally only grants stock on the fifth trading day following the filing of
its quarterly and annual reports), vesting as to one-third of such shares on
each of the first, second and third anniversaries of the date of grant; and (ii) the
remaining $175,000 worth of the Shares shall be granted on the fifth trading
day following the filing of the Company’s Annual Report on Form 10K for
Fiscal Year 2009, and shall vest over a period of three years following the
date of the grant and shall also be subject to


 


2

















 


the
satisfaction of performance criteria (currently based on the Company’s stock
performance) in accordance with the Company’s long-term equity incentive
compensation program. The Initial Shares shall also be subject to the terms and
conditions of the Stock 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.


 


(d)           Beginning with
Fiscal Year 2010, Employee shall be eligible to participate in Take-Two’s
annual long-term equity incentive compensation program at a level commensurate
with other senior executive officers of the Company. Within Employee’s
participation level, actual grant values will be determined by the Committee,
in consultation with the Company’s Chief Executive Officer, and shall take into
consideration job performance and achievement of any defined goals and
objectives. Any and all grants made to Employee will vest in accordance with
the terms of Take-Two’s annual long-term equity incentive compensation program
for senior executive officers of the Company (currently 50% time vest over
three years and 50% time and performance vest over three years). Nothing in
this paragraph obligates the Company to continue its annual long-term equity
incentive compensation program or establishes any obligation to Employee beyond
participation in a plan, it if exists, at a level commensurate with other
senior executive officers of the Company.


 


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 employees in general and for which the Employee is eligible. 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 (“PTO 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 five 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. Such PTO days shall be accrued and calculated by calendar year, shall
be pro-rated during the first partial year of employment to reflect time
actually employed and shall not be carried over to a subsequent year unless
permitted by Company policy.


 


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 in accordance with Take-Two’s Travel and Entertainment
Policy. If any such expenses are paid in the first instance by the Employee,
the Employer shall reimburse him 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:


 


3

















 


(a)           By action taken by
the Board or the Chief Executive Officer, the Employee may be discharged for
Cause (as hereinafter defined), effective as of such time as the Board or the
Chief Executive Officer 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 obligations 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 Chief
Executive Officer and the inability of the Employee, by reason of physical or
mental disability, to continue substantially to perform his 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, upon the Employee’s executing a general release
of claims against the Company within thirty (30) days of the termination date,
the Employee shall be entitled to the following: (i) a lump sum payment,
made within thirty (30) days of the execution date of the general release,
equal to the sum of (x) the Employee’s Salary at the rate then in effect
and (y) 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. 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.


 


(d)           Employee shall be
eligible to participate in the Take-Two Interactive Software, Inc. Change in
Control Employee Severance Plan as a Tier 1 employee.


 


(e)           For purposes of this
Agreement, Employee shall also be deemed to have been terminated by the
Employer without Cause if Employee provides Employer with at least thirty (30)
days prior written notice of 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) from 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 his employment duties hereunder be located outside of a
twenty (25) mile radius of New York, New York. Any such written notice provided
by Employee shall specify the grounds for such termination and the Employer
shall have thirty (30) days to cure such grounds.


 


4

















 


(f)            For purposes of
this Agreement, the Company shall have “Cause” to terminate Employee’s
employment under this Agreement upon: (i) Employee’s breach of this
Agreement (including his continued failure to substantially perform his 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 Employee of a felony; (iv) gross negligence
on the part of Employee affecting the Company; or (v) a material failure
of 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 Employee of any proposed termination for Cause, which notice shall
specify the grounds for the proposed termination, and Employee shall be given
thirty (30) days to cure if the grounds arise under clauses (i) or (v) above.


 


7.
 Confidentiality;
Noncompetition.


 


(a)           The Employer and the
Employee acknowledge that the services to be performed by the Employee under
this Agreement 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 that Employee can demonstrate was known to him prior to his
employment with the Company. The Employee agrees that he will not, during or
after his termination or expiration of employment hereunder, directly or
indirectly, use, communicate, disclose or disseminate to any person, firm or
corporation any confidential information without the prior written consent of
the 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 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; or
(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.


 


(b)           The Employee hereby
agrees that he shall not, during the period of his 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.


 


5

















 


(c)           The Employee hereby
agrees that he shall not, during the period of his 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.


 


(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 him, during the period referenced 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 his employment), to discontinue or alter his, her or its relationship
with the Company.


 


(e)           Upon the termination
of the Employee’s employment for any reason whatsoever, all Company property
and equipments, as well as 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 immediately 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 Employee’s 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


 


6

















 


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 he has under state or federal laws, or under the laws of any foreign
jurisdiction, which would give him any rights to constrain or prevent the use
of any Work or Derivative Work, or which would entitle him 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 his 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.


 


(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


 


7

















 


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.


 


(b)           Parties in
Interest. Employee may not delegate his duties or assign his 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 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


 


8

















 


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
contained 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 he 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, 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. Any payments
owed by the Company to the Employee pursuant to this Section shall be paid
within ninety (90) days of the Employee’s notifying the Company of the expense,
which notice from the Employee shall be made within 30 days of the accrual of
the expense. 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.


 


(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.


 


(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


 


9

















 


when
one or more counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto.


 


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

  
	
   

  	
   

  	
  Ben Feder

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Manuel Sousa

  
	
   

  	
  Manuel Sousa

  



 


10