Exhibit 10.2


Restricted Stock
Award — Employee


 


RESTRICTED STOCK AGREEMENT


PURSUANT TO THE


TAKE-TWO INTERACTIVE
SOFTWARE, INC.


2009 STOCK INCENTIVE PLAN


 


THIS
AGREEMENT  (the “Agreement”), made as of the      day of                     ,
20        , by and between Take-Two
Interactive Software, Inc.(the “Company”)
and                       
(the “Participant”).


 


W I T N E S S E T H:


 


WHEREAS, the Company has adopted the Take-Two
Interactive Software, Inc. 2009 Stock Incentive Plan (the “Plan”), a copy of which has been delivered
to the Participant, which is administered by the Compensation Committee (the “Committee”) of the Company’s Board of
Directors; and


 


WHEREAS, pursuant to Section 8.1
of the Plan, the Committee may grant to Eligible Employees shares of the
Company’s common stock, par value $0.01 per share (“Common Stock”); and


 


WHEREAS, such shares of Common Stock
granted to the Participant hereunder are to be subject to certain restrictions
prior to the vesting thereof.


 


NOW, THEREFORE, for and in consideration
of the mutual promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1.               Grant of
Shares.  Subject to the restrictions, terms and conditions
of this Agreement, the Company granted to the Participant on               ,
20       (the “Grant
Date”) [                  ]
shares of duly authorized, validly issued, fully paid and non-assessable Common
Stock (the “Shares”).  If the Participant is a new hire, to the
extent required by law, the Participant shall pay to the Company the par value
($0.01) for each Share awarded to the Participant simultaneously with the
execution of this Agreement.  Pursuant to
Sections 2, 3(c) and 3(d) hereof, the Shares are subject to certain transfer
restrictions and possible risk of forfeiture. 
While such restrictions are in effect, the Shares subject to such
restrictions shall be referred to herein as “Restricted Stock.”


 


2.               Restrictions
on Transfer.  The Participant shall not sell, transfer,
pledge, hypothecate, assign or otherwise dispose of the Restricted Stock,
except as set forth in the Plan or this Agreement.  Any attempted sale, transfer, pledge,
hypothecation, assignment or other disposition of the Restricted Stock in
violation of the Plan or this Agreement shall be void and of no effect and the
Company shall have the right to disregard the same on its books and records and
to issue “stop transfer” instructions to its transfer agent.


 

















 


3.               Restricted
Stock.


 


(a)                                  Retention of Certificates.  Promptly after the date of this Agreement,
the Company shall issue stock certificates representing the Restricted Stock
unless it elects to recognize such ownership through book entry or another
similar method pursuant to Section 8 herein.  The stock certificates shall be registered in
the Participant’s name and shall bear any legend required under the Plan or Section 4(a) of
this Agreement.  Unless held in book
entry form, such stock certificates shall be held in custody by the Company (or
its designated agent) until the restrictions thereon shall have lapsed.  Upon the Company’s request, the Participant
shall deliver to the Company a duly signed stock power, endorsed in blank,
relating to the Restricted Stock.  If the
Participant receives a stock dividend or extraordinary cash dividend on the
Restricted Stock or the shares of Restricted Stock are split or the Participant
receives any other shares, securities, moneys or property representing a
dividend on the Restricted Stock (other than regular cash dividends on and
after the date of this Agreement) or representing a distribution or return of
capital upon or in respect of the Restricted Stock or any part thereof, or
resulting from a split-up, reclassification or other like changes of the
Restricted Stock, or otherwise received in exchange therefor, and any warrants,
rights or options issued to the Participant in respect of the Restricted Stock
(collectively “RS Property”), the Participant will also immediately deposit
with and deliver to the Company any of such RS Property, including any
certificates representing shares duly endorsed in blank or accompanied by stock
powers duly executed in blank, and such RS Property shall be subject to the
same restrictions, including that of this Section 3(a), as the Restricted
Stock with regard to which they are issued and shall herein be encompassed
within the term “Restricted Stock.”


 


(b)                                 Rights with Regard to Restricted Stock.  The Participant will have the
right to vote the Restricted Stock, to receive and retain any dividends payable
to holders of Shares of record on and after the transfer of the Restricted
Stock (although such dividends shall be treated, to the extent required by
applicable law, as additional compensation for tax purposes if paid on
Restricted Stock and stock dividends will be subject to the restrictions
provided in Section 3(a)), and to exercise all other rights, powers and
privileges of a holder of Common Stock with respect to the Restricted Stock set
forth in the Plan, with the exceptions that: 
(i) the Participant will not be entitled to delivery of the stock
certificate or certificates representing the Restricted Stock until the
Restriction Period shall have expired; (ii) the Company (or its designated
agent) will retain custody of the stock certificate or certificates
representing the Restricted Stock and the other RS Property during the
Restriction Period; (iii) no RS Property shall bear interest or be
segregated in separate accounts during the Restriction Period; and (iv) the
Participant may not sell, assign, transfer, pledge, exchange, encumber or
dispose of the Restricted Stock during the Restriction Period.


 


(c)                                  Vesting.


 


(i)                                     The Restricted
Stock shall become vested and cease to be Restricted Stock, and accordingly,
the restrictions contained in Sections 2, 3(a) and 3(b) shall no
longer apply (but the Shares shall remain subject to Section 5).


 


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TIME BASED VESTING:  pursuant to the following schedule, which
shall be cumulative; provided that the Participant has not had a Termination at
any time prior to the applicable vesting date:


 


	
  Vesting Date

  	
   

  	
  Number of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


PERFORMANCE BASED VESTING: upon the
Committee’s determination and certification that the targets and Performance
Goals listed on Exhibit A have been attained.  If the targets and Performance Goal(s) listed
on Exhibit A are not satisfied in accordance with this Section 3(c),
the Restricted Stock awarded under this Agreement shall be forfeited.  Notwithstanding anything herein to the
contrary, the Participant must be employed by the Company or a Subsidiary at
the time the targets and Performance Goal(s) are satisfied as specified on
Exhibit A.  The Participant
acknowledges and agrees that the Performance Goal(s) provided on Exhibit A
are confidential and shall not be disclosed or otherwise communicated to any
other person.


 


TIME AND PERFORMANCE
BASED VESTING:  on the
applicable vesting dates for the Tranches set forth below, which shall be cumulative,
provided that (x) the Participant has not had a Termination at any time
prior to the applicable vesting date and (y) the Committee has determined
and certified that the applicable Performance Goal(s) listed on Exhibit A
have been attained on or prior to the applicable vesting date of such Tranche:


 


	
  Tranche

  	
   

  	
  Vesting Date

  	
   

  	
  Number of Shares

  	
   

  
	
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Notwithstanding
the foregoing, if the applicable Performance Goal(s) with respect to
either Tranche 1 or Tranche 2 is not satisfied on or prior to the relevant vesting
date, but the Performance Goal(s) with respect to such Tranche is attained
on or prior to the vesting date of a subsequent Tranche, the Number of Shares
in such Tranche shall vest and cease to be Restricted Stock on such subsequent vesting
date.  If the Number of Shares in a
Tranche does not vest on or prior to the vesting date of Tranche 3, then the
Number of Shares in such unvested Tranche(s) shall be forfeited in its
entirety (together with any related RS Property), without compensation, other
than repayment of any par value paid by the Participant for such Shares (if
any).  Notwithstanding anything herein to
the contrary, the Participant must be employed by the Company or a Subsidiary
at the time the targets and Performance Goal(s) are satisfied as specified
on Exhibit A.  The
Participant acknowledges and agrees that the Performance Goal(s) provided
on Exhibit A are confidential and shall not be disclosed or
otherwise communicated to any other person.


 


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(ii)                                  There shall be no proportionate or
partial vesting in the periods prior to each vesting date and all vesting shall
occur only on the appropriate vesting date; provided that no Termination has
occurred prior to such date.


 


(iii)                               Notwithstanding
anything herein to the contrary, the Shares shall become vested at such earlier
times, if any, as provided in the Plan or in a written employment agreement
between the Company and the Participant that is in effect on the Grant Date and
that is applicable to the Shares.


 


(iv)                              When any Shares
of Restricted Stock become vested, the Company shall promptly issue and deliver,
unless the Company is using a book entry or similar method pursuant to Section 8,
in which case the Company shall upon the Participant’s request promptly issue
and deliver, to the Participant a new stock certificate registered in the name
of the Participant for such Shares without the legend set forth in Section 4(a) hereof
and deliver to the Participant such
Shares and any related other RS Property (all of which is included in
the term Restricted Stock), in each
case free of all liens, claims and other encumbrances (other than those created
by the Participant), subject to applicable withholding taxes.


 


(d)                                 Termination.  Unless otherwise provided in
an employment agreement or other similar written agreement between the
Participant and the Company or any of its Affiliates in effect on the date
hereof, upon a Termination for any reason the Participant shall forfeit to the Company,
without compensation, other than repayment of any par value paid by the
Participant for such Shares (if any), any and all Restricted Stock (but no
vested Shares) and RS Property.


 


(e)                                  Withholding.  The Participant shall pay, or make
arrangements to pay, in a manner satisfactory to the Company, an amount equal
to the amount of all applicable federal, state and local or foreign taxes that
the Company is required to withhold at any time.  In the absence of such arrangements, the
Company or one of its Affiliates shall have the right to withhold such taxes
from the Participant’s normal pay or other amounts payable to the Participant,
including, but not limited to, the right to withhold Shares otherwise
deliverable to the Participant hereunder. 
In addition, any statutorily required withholding obligation may be
satisfied, as determined in the Committee’s sole discretion, in whole or in
part, at the Participant’s election, in the form and manner prescribed by the
Committee, by delivery of Shares of Common Stock to the Company (including Shares
issuable under this Agreement) equal to the statutorily required withholding
obligation.


 


(f)                                    Section 83(b).  If the Participant properly elects (as permitted
by Section 83(b) of the Code) within 30 days after the Grant Date of
the Restricted Stock to include in gross income for federal income tax purposes
in the year of issuance the fair market value of all or a portion of such
Restricted Stock, the Participant shall pay to the Company or make arrangements
satisfactory to the Company to pay to the Company upon such election, any
federal, state or local taxes required to be withheld with respect to the applicable
Restricted Stock.  If the Participant
shall fail to make such payment, the Company shall, to the extent permitted by
law, have the right to deduct from any payment of any kind otherwise due to the
Participant any federal, state or local taxes of any kind required by law to be
withheld with respect to the Restricted Stock, as well as the rights set forth
in Section 3(e) hereof.  The
Participant acknowledges that it is the 


 


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Participant’s sole responsibility, and not
the Company’s, to file timely and properly the election under Section 83(b) of
the Code and any corresponding provisions of state tax laws if the Participant
elects to utilize such election.


 


(g)                                 Delivery Delay.  The delivery of any certificate representing
the Shares or other RS Property may be postponed by the Company for such period
as may be required for it to comply with any applicable foreign, federal or state
securities law, or any national securities exchange listing requirements and
the Company is not obligated to issue or deliver any securities if, in the
opinion of counsel for the Company, the issuance of such Shares shall
constitute a violation by the Participant or the Company of any provisions of
any applicable foreign, federal or state law or of any regulations of any
governmental authority or any national securities exchange.


 


4.               Legend.  All certificates representing
the Restricted Stock shall have endorsed thereon the following legends:


 


(a)                                  “The anticipation,
alienation, attachment, sale, transfer, assignment, pledge, encumbrance or
charge of the shares of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Take-Two Interactive Software, Inc.
(the “Company”) 2009 Stock Incentive Plan (as the same may be amended or
supplemented from time to time, the “Plan”) and an agreement entered into
between the registered owner and the Company evidencing the award under the
Plan.  Copies of such Plan and agreement
are on file at the principal office of the Company.”


 


(b)                                 Any legend required to be
placed thereon by applicable blue sky laws of any state.


 


Notwithstanding
the foregoing, in no event shall the Company be obligated to issue a
certificate representing the Restricted Stock prior to the vesting dates set
forth above.


 


5.               Securities
Representations.  The Shares are being issued to the Participant
and this Agreement is being made by the Company in reliance upon the following
express representations and warranties of the Participant.


 


The
Participant acknowledges, represents and warrants that:


 


(a)                                  the Participant has been
advised that the participant may be an “affiliate” within the meaning of Rule 144
under the Securities Act of 1933, as amended (the “Act”), currently or at the
time the Participant desires to sell the Shares following the vesting of the
Restricted Stock, and in this connection the Company is relying in part on the
Participant’s representations set forth in this section.


 


(b)                                 If the Participant is deemed
an affiliate within the meaning of Rule 144 of the Act, the Shares must be
held indefinitely unless an exemption from any applicable resale restrictions
is available or the Company files an additional registration statement (or a “re-offer
prospectus”) with regard to such Shares and the Company is under no obligation
to register the Shares (or to file a “re-offer prospectus”).


 


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(c)                                  If the Participant is deemed
an affiliate within the meaning of Rule 144 of the Act, the Participant
understands that the exemption from registration under Rule 144 will not
be available unless (i) a public trading market then exists for the Common
Stock of the Company, (ii) adequate information concerning the Company is
then available to the public, and (iii) other terms and conditions of Rule 144
or any exemption therefrom are complied with; and that any sale of the Shares
may be made only in limited amounts in accordance with such terms and
conditions.


 


6.               No
Obligation to Continue Employment.  This Agreement is not an agreement of
employment.  This Agreement does not
guarantee that the Company or its Affiliates, will employ or retain, or
continue to employ or retain, the Participant during the entire, or any portion
of the, term of this Agreement, including but not limited to any period during
which the Restricted Stock is outstanding, nor does it modify in any respect
the Company’s or an Affiliate’s right to terminate or modify the Participant’s
employment or compensation.


 


7.               Power of
Attorney.  The Company, its successors and assigns, is
hereby appointed the attorney-in-fact, with full power of substitution, of the Participant
for the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instruments which such attorney-in-fact may deem
necessary or advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest.  The Company, as attorney-in-fact for the Participant,
may in the name and stead of the Participant, make and execute all conveyances,
assignments and transfers of the Restricted Stock, Shares and property provided
for herein, and the Participant hereby ratifies and confirms all that the
Company, as said attorney-in-fact, shall do by virtue hereof.  Nevertheless, the Participant shall, if so
requested by the Company, execute and deliver to the Company all such
instruments as may, in the judgment of the Company, be advisable for the
purpose.


 


8.               Uncertificated
Shares.  Notwithstanding anything else herein, to the
extent permitted under applicable foreign, federal or state law, the Company
may, issue the Restricted Stock in the form of uncertificated shares.  Such uncertificated shares of Restricted
Stock shall be credited to a book entry account maintained by the Company (or
its designee) on behalf of the Participant. 
If thereafter certificates are issued with respect to the uncertificated
shares of Restricted Stock, such issuance and delivery of certificates shall be
in accordance with the applicable terms of this Agreement.


 


9.               Rights as a
Stockholder.  The
Participant shall have all rights of a stockholder with respect to the
Restricted Stock, except with respect to the right to Transfer any shares of
Restricted Stock during the Restriction Period or except as otherwise
specifically provided for in this Agreement or the Plan.


 


10.         Provisions
of Plan Control.  This
Agreement is subject to all the terms, conditions and provisions of the Plan,
including, without limitation, the amendment provisions thereof, and to such
rules, regulations and interpretations relating to the Plan as may be adopted
by the Committee and as may be in effect from time to time.  The Plan is incorporated herein by
reference.  By signing and returning this
Agreement, the Participant acknowledges having received and read a copy of the
Plan and agrees to comply with it, this 


 


6

















 


Agreement and all applicable
laws and regulations.  Capitalized terms
in this Agreement that are not otherwise defined shall have the same meaning as
set forth in the Plan.  If and to the
extent that this Agreement conflicts or is inconsistent with the terms,
conditions and provisions of the Plan, the Plan shall control, and this
Agreement shall be deemed to be modified accordingly.  This Agreement and the Plan contains the
entire understanding of the parties with respect to the subject matter hereof
and supersedes any prior agreements between the Company and the Participant
with respect to the subject matter hereof.


 


11.         Notices.  Any notice or communication
given hereunder (each a “Notice”)
shall be in writing and shall be sent by personal delivery, by courier or by
United States mail (registered or certified mail, postage prepaid and return
receipt requested), to the appropriate party at the address set forth below:


 


If to the
Company, to:


 


Take-Two
Interactive Software, Inc.


622
Broadway


New
York, New York 10012


Attention:


Facsimile:


 


If
to the Participant, to the address for the Participant on file with the Company;


 


or
such other address or to the attention of such other person as a party shall
have specified by prior Notice to the other party.  Each Notice will be deemed given and
effective upon actual receipt (or refusal of receipt).


 


12.       Acceptance.  As required by Section 8.2(b) of
the Plan, the Participant shall forfeit the Restricted Stock if the Participant
does not execute this Agreement within a period of 60 days from the date the
Participant receives this Agreement (or such other period as the Committee
shall provide).  In the event that the
Restricted Stock is not accepted within such time period, this Agreement shall
be null and void ab initio and
this award of Restricted Stock shall not be valid.


 


13.       Governing
Law.  All questions concerning the construction,
validity and interpretation of this Agreement will be governed by, and
construed in accordance with, the domestic laws of the State of Delaware,
without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.


 


14.       Consent to
Jurisdiction.  In the event
of any dispute, controversy or claim between the Company or any Affiliate and
the Participant in any way concerning, arising out of or relating to the Plan
or this Agreement (a “Dispute”),
including without limitation any Dispute concerning, arising out of or relating
to the interpretation, application or enforcement of the Plan or this
Agreement, the parties hereby (a) agree and consent to the personal
jurisdiction of the courts of the State of New York located in New York County
and/or the 


 


7

















 


Federal
courts of the United States of America located in the Southern District of New
York (collectively, the “Agreed Venue”)
for resolution of any such Dispute, (b) agree that those courts in the
Agreed Venue, and only those courts, shall have exclusive jurisdiction to
determine any Dispute, including any appeal, and (c) agree that any cause
of action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of New York.  The parties also hereby irrevocably (i) submit
to the jurisdiction of any competent court in the Agreed Venue (and of the
appropriate appellate courts therefrom), (ii) to the fullest extent
permitted by law, waive any and all defenses the parties may have on the
grounds of lack of jurisdiction of any such court and any other objection that
such parties may now or hereafter have to the laying of the venue of any such
suit, action or proceeding in any such court (including without limitation any
defense that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum), and (iii) consent to service of
process in any such suit, action or proceeding, anywhere in the world, whether
within or without the jurisdiction of any such court, in any manner provided by
applicable law.  Without limiting the
foregoing, each party agrees that service of process on such party pursuant to
a Notice as provided in Section 11 hereof shall be deemed effective
service of process on such party.  Any
action for enforcement or recognition of any judgment obtained in connection
with a Dispute may enforced in any competent court in the Agreed Venue or in
any other court of competent jurisdiction.


 


15.       Amendment.  The Board or the Committee may, subject to the terms of the Plan, at any
time and from time to time amend, in whole or in part, any or all of the
provisions of this Agreement and may also suspend or terminate this Agreement
subject to the terms of the Plan.  Except
as otherwise provided in the Plan, no modification or waiver of any of the
provisions of this Agreement shall be effective unless in writing by the party
against whom it is sought to be enforced.


 


16.       Counterparts.  This Agreement may be executed (including by
facsimile transmission) with counterpart signature pages or in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.


 


17.       Miscellaneous.


 


(a)                                  This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
heirs, legal representatives, successors and assigns.


 


(b)                                 The failure of any party
hereto at any time to require performance by another party of any provision of
this Agreement shall not affect the right of such party to require performance
of that provision, and any waiver by any party of any breach of any provision
of this Agreement shall not be construed as a waiver of any continuing or
succeeding breach of such provision, a waiver of the provision itself, or a
waiver of any right under this Agreement.


 


(c)                                  Although the Company makes
no guarantee with respect to the tax treatment of the Restricted Stock, the award of Restricted Stock pursuant to this
Agreement is intended to be exempt from Section 409A of the Code.  With respect to any dividends and other RS
Property, however, this Agreement is intended to comply with the applicable
requirements of 


 


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Section 409A of the Code relating to “short-term
deferrals” thereunder, and shall be limited, construed and interpreted in a
manner so as to comply therewith.


 


[Remainder of page intentionally left blank — signature page follows]


 


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IN WITNESS WHEREOF, the parties have executed
this Agreement on the date and year first above written.


 


	
   

  	
   

  	
  TAKE-TWO INTERACTIVE SOFTWARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PARTICIPANT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
   

  



 


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