Exhibit 10.2


 


RESTRICTED UNIT AGREEMENT

PURSUANT TO THE

TAKE-TWO INTERACTIVE SOFTWARE, INC.

2017 STOCK INCENTIVE PLAN


 


This Restricted Unit Agreement
(this “Agreement”), dated as of April 13, 2021, is made by and between Take-Two Interactive Software, Inc. (the “Company”)
and ZelnickMedia Corporation (the “Participant”).


 


W I T N E S S E T H:


 


WHEREAS, the Company
has adopted the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (as amended and restated from time to time, the “Plan”),
a copy of which has been delivered to the Participant, which is administered by a committee appointed by the Company’s Board of
Directors (the “Committee”);


 


WHEREAS, pursuant to
Section 7 of the Plan, the Committee may grant restricted stock units (“Restricted Units”), each representing
the right to receive one (1) share (a “Share”) of the Company’s common stock, par value $0.01 per share
(“Common Stock”), or the cash value of one (1) share of Common Stock, as determined by the Committee, on a specified
settlement date, to Consultants; and


 


WHEREAS, pursuant to
the Management Agreement between the Participant and the Company, dated as of November 17, 2017, and effective as of January 1, 2018 (the “Management
Agreement”), the Company may grant to the Participant additional equity awards, in amounts determined at the discretion of the
Committee.


 


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 Restricted Units. Subject to the restrictions, terms and conditions of this Agreement, the Company hereby awards to the
Participant 175,001 Restricted Units, subject to adjustment, forfeiture and the other terms and conditions set forth below. The
Restricted Units constitute an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the
Participant, subject to the terms of this Agreement, cash, Shares or a combination of cash and Shares, in the discretion of the
Company, on the applicable vesting date for such Restricted Units as provided herein. Until such delivery, the Participant shall
have only the rights of a general unsecured creditor, and no rights as a shareholder of the Company; provided, that if prior to the
settlement of any Restricted Unit, (a) the Company pays a cash dividend (whether regular or extraordinary) or otherwise makes a
cash distribution to a shareholder in respect of a Share, then the Company shall credit, in respect of each then-outstanding
Restricted Unit held by the Participant, an amount equal to any such cash dividend or distribution to a book entry account on behalf
of the Participant, provided that such cash dividend or distribution shall not be deemed to be reinvested in shares of Common Stock
and will be held uninvested and without interest and paid in cash at the same time as such Restricted Unit vests and is settled
under Section 2 below (and the Participant shall forfeit any such right to such cash if such Restricted Unit is forfeited prior
to vesting), and (b) the Company pays a non-cash dividend (whether regular or extraordinary) or otherwise makes a non-cash
distribution in Shares or other property to a shareholder in respect of a Share, then the Company shall provide the Participant, in
respect of each then-outstanding Restricted Unit held by the Participant, an amount equal to the Fair Market Value of such Shares or
an amount equal to the fair market value of such other property as reasonably determined by the Company in good faith, as
applicable, at the same time as such Restricted Unit vests and is settled under Section 2 below (and the Participant shall
forfeit any such right to such amount if such Restricted Unit is forfeited prior to vesting).


 






     


     


    

 


2.                 
Vesting. The Restricted Units shall become vested and settled in accordance with the terms set forth on Annex
A attached hereto.


 


3.                 
Taxes. The Participant shall be solely responsible for all applicable federal, state, local, and foreign taxes
the Participant incurs from the grant, vesting or settlement of the Restricted Units.


 


4.                 
No Obligation to Continue Service. This Agreement is not an agreement of consultancy. This Agreement does
not guarantee that the Company or its affiliates will retain, or continue to 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 Units are outstanding, nor does it
modify in any respect the Company or its affiliate’s right to terminate or modify the Participant’s consultancy or compensation.


 


5.                 
Power of Attorney. The Company, and 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 reasonably 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 Units, 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 reasonable judgment of the Company, be advisable for the purpose.


 


6.                 
Uncertificated Shares. Notwithstanding anything else herein, to the extent permitted under applicable law,
the Company may issue Shares in the form of uncertificated shares. Such uncertificated Shares 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, such issuance and delivery of certificates shall be in accordance with the applicable terms of this Agreement.


 


7.                  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 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.


 






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8.                 
Adjustments. The Company shall make any adjustments to the Restricted Units upon any changes in capital structure
of the Company, as determined by the Committee in good faith and in a manner consistent with the Plan.


 


9.                 
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.

110 West 44th Street

New York, New York 10036

Telephone: (646) 536-2842

Attention: General Counsel


 


If to the Participant, to:


 


ZelnickMedia Corporation

110 East 59th Street, 24th Floor

New York, NY 10022

Telephone: (212) 223-1383

Attention: Strauss Zelnick


 


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).


 


10.             
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.


 


11.              Consent
to Jurisdiction. Notwithstanding anything in the Plan to the contrary, 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 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 9 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 be enforced in any competent court in the Agreed Venue or
in any other court of competent jurisdiction.


 






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12.             
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.


 


13.             
Amendment. 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.


 


14.             
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)              
This Agreement, the Plan, and the Management Agreement contain 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.


 


(c)               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.


 






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(d)              
Although the Company makes no guarantee with respect to the tax treatment of the Restricted Units, the Company intends that
the Restricted Units shall not constitute “nonqualified deferred compensation” subject to Section 409A of the Internal
Revenue Code of 1986, as amended, and any successor provision or any Treasury Regulation promulgated thereunder (“Section 409A”)
and this Agreement shall be interpreted, administered and construed consistent with such intent. If, and only to the extent that, (i) the
Restricted Units constitute “deferred compensation” within the meaning of Section 409A and (ii) the Participant
is deemed to be a “specified employee” (as such term is defined in Section 409A and as determined by the Company), the
payment of Restricted Units on termination of the Management Agreement shall not be made until the first business day of the seventh month
following such termination or, if earlier, the date of the Participant’s death.


 


[End of text. Signature page follows.]


 









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


 


	 	COMPANY:
	 	 
	 	TAKE-TWO INTERACTIVE SOFTWARE, INC.
	 	 
	 	By:	/s/ Daniel P. Emerson
	 	 	Name: Daniel P. Emerson
	 	 	Title: EVP and Chief Legal Officer
	 	 
	 	
    PARTICIPANT:

     

    ZELNICKMEDIA CORPORATION

	 	 
	 	By:	/s/ Karl Slatoff
	 	 	
    Name: Karl Slatoff

    Title: Partner



 









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Annex A


 


Vesting


 


A.           Time
Based Vesting.


 


Subject to Section C,
50,807 of the Restricted Units (the “Time-Based Units”) shall become vested on April 13, 2023 (the “Vesting
Date”).


 


B.            Performance
Based Vesting.


 


Subject to Section C,
certain of the Restricted Units shall be subject to performance-based vesting in accordance with Section (B)(i) (the “TSR
Performance-Based Units”), Section (B)(ii) (the “Recurrent Consumer Spending Performance-Based Units”),
and Section (B)(iii) (the “IP Performance-Based Units,” and together with the TSR Performance-Based Units and
the Recurrent Consumer Spending Performance-Based Units, the “Performance-Based Units”).


 


(i)                
TSR Performance-Based Units. The target number of TSR Performance-Based Units that shall be eligible to vest pursuant to
this Section B(i) shall be 46,573, and the maximum number of TSR Performance-Based Units that shall be eligible to vest pursuant
to this Section B(i) shall be 93,146. Subject to Section C, on the Vesting Date, a number of TSR Performance-Based Units shall
become vested equal to the product of (x) the target number of TSR Performance-Based Units eligible to vest pursuant to this Section B(i)
multiplied by (y) the TSR Vesting Percentage as of March 31, 2023, rounded down to the nearest whole TSR Performance-Based
Unit.


 


(ii)             
Recurrent Consumer Spending Performance-Based Units. The target number of Recurrent Consumer Spending Performance-Based
Units that shall be eligible to vest pursuant to this Section B(ii) shall be 7,762, and the maximum number of Recurrent Consumer
Spending Performance-Based Units that shall be eligible to vest pursuant to this Section B(ii) shall be 15,524. Subject to Section C,
on the Vesting Date, a number of Recurrent Consumer Spending Performance-Based Units shall become vested equal to the product of (x) the
target number of Recurrent Consumer Spending Performance-Based Units in such vesting tranche multiplied by (y) the Recurrent
Consumer Spending Vesting Percentage as of March 31, 2023, rounded down to the nearest whole Recurrent Consumer Spending Performance-Based
Unit.


 


(iii)           
IP Performance-Based Units. The target number of IP Performance-Based Units that shall be eligible to vest pursuant to this
Section B(iii) shall be 7,762, and the maximum number of IP Performance-Based Units that shall be eligible to vest pursuant to this
Section B(iii) shall be 15,524. Subject to Section C, on the Vesting Date, a number of IP Performance-Based Units shall become
vested equal to the product of (x) the target number of IP Performance-Based Units in such vesting tranche multiplied by (y) the
IP Vesting Percentage on March 31, 2023, rounded down to the nearest whole IP Performance-Based Unit.


 






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C.            Qualifying
Termination; Change in Control.


 


(i)                 Termination.
In the event of a Qualifying Termination prior to the earlier of (x) the Vesting Date or (y) a Change in Control (as
defined in the Management Agreement): (a) the effective date of such Qualifying Termination shall serve as the vesting date for
all Time-Based Units hereunder, and all such Time-Based Units shall vest as of such date; (b) the effective date of such
Qualifying Termination shall serve as the vesting date for all TSR Performance-Based Units hereunder and the given date for purposes
of the Measurement Price, and the number of such TSR Performance-Based Units that shall vest as of such date shall be calculated in
accordance with Section B(i) above based upon the Percentile Rank through the effective date of such Qualifying Termination;
and (c) the effective date of such Qualifying Termination shall serve as the vesting date for all Recurrent Consumer Spending
Performance-Based Units and IP Performance-Based Units hereunder, and the target number of such Recurrent Consumer Spending
Performance-Based Units and IP Performance-Based Units (as set forth in Sections B(ii) and B(iii), as applicable) shall vest as of
such date without regard to the application of the Applicable Vesting Percentage.


 


(ii)             
Change in Control. If a Change in Control occurs while the Management Agreement remains in effect, in any case prior to
the earlier of (x) the Vesting Date or (y) a Qualifying Termination, all Time-Based Units and the target number of Performance-Based
Units (as set forth in Sections B(i), B(ii) and B(iii), as applicable) shall remain eligible to vest and shall vest (without regard to
the application of the Applicable Vesting Percentage, in the case of Performance-Based Units), in each case, as of the earlier of (a) a
Qualifying Termination or (b) the Vesting Date. Each Restricted Unit that remains eligible to vest following a Change in Control
pursuant to the foregoing sentence shall be referred to as a “Vesting-Eligible Unit.” Upon the occurrence of a Change
in Control, each Vesting-Eligible Unit shall be converted into an amount in cash equal to the Market Value of the consideration payable
in the Change in Control in respect of each such Vesting-Eligible Unit, and such consideration shall be paid to the Participant promptly
following the satisfaction of the vesting conditions set forth in this Section C(ii) (i.e., in full on the Vesting Date, or
if earlier, upon a Qualifying Termination), and shall automatically be forfeited and shall revert back to the Company if such vesting
conditions are not satisfied.


 


D.            Forfeiture.


 


(i)                
Any Restricted Units that have not vested as of the termination of the Management Agreement for any reason other than a Qualifying
Termination shall automatically be forfeited and shall revert back to the Company without compensation to the Participant.


 


(ii)             
Any Performance-Based Units that (x) have not vested as of the earlier of (a) the Vesting Date or (b) the effective
date of a Qualifying Termination, or (y) do not become Vesting-Eligible Units upon the occurrence of a Change in Control (i.e.,
any Performance-Based Units above the target numbers set forth in Sections B(i), B(ii) and B(iii), as applicable), shall automatically
be forfeited and shall revert back to the Company without compensation to the Participant.


 






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E.            Settlement.
Subject to the last sentence of Section C(ii), upon vesting pursuant to Sections A, B, and C, the Company shall deliver to the Participant
an amount in cash having a value equal to the aggregate value of a number of Shares equal to the number of Restricted Units vesting on
such date, based on the closing price of the Shares on such settlement date on the principal national securities exchange on which the
Shares are traded on such date (or if the Shares are not traded on such date, the immediately preceding trading day), provided that the
Participant has satisfied any tax withholding obligations as described in this Agreement. Notwithstanding anything herein to the contrary,
but subject to the last sentence of Section C(ii), each Restricted Unit (including any amount provided for pursuant to Section 1(a)
of the Agreement) may, at the election of the Company, be settled in Shares issued pursuant to the Plan (subject to any required delay
in issuance as required under the Plan). To the extent any Shares become deliverable to the Participant hereunder the Participant shall
be deemed the beneficial owner of any Share issued upon settlement of a Restricted Unit at the close of business on any settlement date
and shall be entitled to any dividend or distribution that has not already been made with respect to such Share if the record date for
such dividend or distribution is after the close of business on such settlement date, and the Company shall promptly issue and deliver,
unless the Company is using a book entry or similar method pursuant to Section 6 of the Agreement (in which case the Company shall
upon request promptly issue and deliver upon the Participant’s request), to the Participant a new stock certificate registered
in the name of the Participant for any Shares issued upon settlement of Restricted Units and deliver to the Participant such Shares,
in each case free of all liens, claims and other encumbrances (other than those created by the Participant).


 


F.            Definitions.


 


“Add-On Content”
in respect of any IP means all interactive software entertainment products that are sold as a supplement (including as part of a bundle
or special/premium edition) to a full game release of such IP, including but not limited to expansion packs and micro-content (or, in
the case of free-to-play game software programs, that are sold in connection with such IP), which are not playable separately from such
IP, but excluding any Sequel of such IP.


 


“Applicable Vesting
Percentage” means (i) with respect to TSR Performance-Based Units, the TSR Vesting Percentage, (ii) with respect to
Recurrent Consumer Spending Performance-Based Units, the Recurrent Consumer Spending Vesting Percentage, and (iii) with respect to
IP Performance-Based Units, the IP Vesting Percentage.


 


“Individual Release”
means any IP released at any time prior to or following the date of this Agreement across any and all gaming platforms and all SKUs released
of any IP, including, for the avoidance of doubt, any bundles, anniversary editions or “game of the year” editions of such
IP but excluding (i) any Add-On Content in respect of such IP and (ii) any expansion packs that are playable separately from
such IP, with each such expansion pack being deemed to be a separate Individual Release.


 


“IP” means
any commercially-released interactive entertainment product, including any commercially-released products that are derived from or use
the branding, environments or characters of such products (e.g., Sequels and subsequent Individual Releases).


 






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“IP Vesting
Percentage” as of a given date is a function of the Company’s Sell-In Performance for any Individual Release of IP
calculated as of such date, determined by reference to the following table. For the avoidance of doubt, the IP Vesting Percentage
shall be determined based on the Company’s Sell-In Performance with respect to one Individual Release of IP. If multiple
Individual Releases of IP occur during the relevant measurement period, the IP Vesting Percentage shall be determined based on the
Individual Release of IP that results in the highest IP Vesting Percentage. Without limiting the generality of the foregoing, in no
event shall (i) the Company’s Sell-In Performance with respect to multiple Individual Releases of IP or (ii) the IP
Vesting Percentages attributable to multiple Individual Releases of IP, be aggregated for purposes of determining the IP Vesting
Percentage. By way of example, if, during the relevant measurement period, the Company has an Individual Release of IP that results
in a Sell-In Performance of 6,000,000 units, as well as an Individual Release of IP that results in Sell-In Performance of 8,000,000
units, the IP Vesting Percentage will be 100% (i.e., the highest IP Vesting Percentage attributable to an Individual Release
of IP). For purposes of calculating the IP Vesting Percentage under Section B(iii) of this Annex A, except where such calculation is
not required as provided in Section C of this Annex A, the relevant measurement date will be March 31, 2023.


 


(x)       For
any Individual Release of IP:


 


	IP Sell-In Performance	 	IP Vesting Percentage	 
	Less than 6,000,000 units	 	 	0	%
	6,000,000 units	 	 	50	%
	8,000,000 units	 	 	100	%
	10,000,000 units or greater	 	 	200	%



 


In the event that the IP Sell-In
Performance is less than 6,000,000 units, the IP Vesting Percentage shall be zero percent (0%). In the event that the IP Sell-In Performance
falls between any of the values listed in the table above, the IP Vesting Percentage shall be based on a straight line interpolation between
such two values.


 


“Measurement Price”
as of a given date means the average of the closing prices of the Common Stock or the common stock of a Peer Group company, as applicable,
for each of the 30 trading days ending on (and including) such date. For purposes of calculating the TSR Vesting Percentage under Section
B(i) of this Annex A, except where such calculation is not required as provided in Section C of this Annex A, the given date for the definition
of Measurement Price will be March 31, 2023.


 


The “Peer Group”
shall consist of the companies that comprise The NASDAQ Composite Index on March 31, 2021; provided, that (i) subject to clause
(ii) below, if a member of the Peer Group ceases to be publicly traded for any reason following March 31, 2021 and prior to the applicable
date on which the Measurement Price is calculated, that member of the Peer Group shall be deleted as a member of the Peer Group and shall
not be counted for purposes of the TSR Vesting Percentage and related calculations and (ii) if a member of the Peer Group becomes
bankrupt following March 31, 2021 and prior to the applicable date on which the Measurement Price is calculated, that member of the Peer
Group shall remain a member of the Peer Group and shall be attributed a Total Shareholder Return of -100% for purposes of the TSR Vesting
Percentage and related calculations (even if such member of the Peer Group ceases to be publicly traded upon or following its bankruptcy).


 






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The “Percentile Rank”
of the Company’s Total Shareholder Return is defined as the percentage of the Peer Group companies’ returns falling at or
below the Company’s Total Shareholder Return. The formula for calculating the Percentile Rank is as follows:


 


Percentile Rank = (N - R +
1) ÷ N × 100


 


Where:


 


N =       total
number of companies in the Peer Group


 


R =       the
numeric rank of the Company’s Total Shareholder Return relative to the Peer Group, where the highest Total Shareholder Return in
the Peer Group is ranked number 1


 


The Percentile Rank shall
be rounded to the nearest whole percentage, with (0.5) rounded up.


 


To illustrate, if the Company’s
Total Shareholder Return is the 25th highest in a Peer Group comprised of 100 companies, its Percentile Rank would be 76. The calculation
is (100 - 25 + 1) ÷ 100 × 100 = 76.


 


The “Port”
of an IP means a substantially similar version of such IP developed to operate on a platform other than the platform for which such IP
had theretofore been developed to operate.


 


“Qualifying Termination”
means (i) a termination of the Management Agreement by the Company without Cause (as defined in the Management Agreement), including any
termination by the Company (other than for Cause) in connection with a Change in Control, or by ZelnickMedia or its assignee for Good
Reason (as defined in the Management Agreement) or (ii) the failure of the Company and ZelnickMedia to enter into a new management agreement,
on terms substantially similar in the aggregate to the terms of the Management Agreement, upon the expiration of the Initial Term (as
defined therein) or to otherwise agree to extend the Initial Term.


 


“Recurrent Consumer
Spending” as of a given date shall mean the consolidated net bookings generated by the Company that are supplemental to the
sale of any full game release from the sale of virtual currency, add-on content, microtransactions and similar items, calculated on a
basis consistent with how the Company calculates recurrent consumer spending for its management reporting.  For the avoidance of
doubt, Recurrent Consumer Spending shall not include full-game digital downloads.


 


“Recurrent
Consumer Spending Vesting Percentage” is a function of the Company’s Recurrent Consumer Spending and is determined
by reference to the following tables. The first table measures the percentage change between Recurrent Consumer Spending for the
fiscal year ended March 31, 2021 and the two-year average Recurrent Consumer Spending for the fiscal years ending March 31, 2022 and
March 31, 2023, while the second table measures two-year average Recurrent Consumer Spending for the fiscal years ending March 31,
2022 and March 31, 2023 as a percentage of two-year average total net bookings for the fiscal years ending March 31, 2022 and March
31, 2023, and reflects a Relative Recurrent Consumer Spending Vesting Percentage. For the avoidance of doubt, the Recurrent Consumer
Spending Vesting Percentage shall be equal to either the Absolute Recurrent Consumer Spending Vesting Percentage or the Relative
Recurrent Consumer Spending Vesting Percentage, whichever is greater.


 






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	Absolute Recurrent Consumer Spending Growth
 (during the relevant measurement period)	 	Absolute Recurrent Consumer 
 Spending Vesting Percentage	 
	Less than 3%	 	 	0	%
	3%	 	 	50	%
	6%	 	 	100	%
	9% or greater	 	 	200	%



 


In the event that the Absolute
Recurrent Consumer Spending Growth is less than 3%, the Absolute Recurrent Consumer Spending Vesting Percentage shall be zero percent
(0%). In the event that the Absolute Recurrent Consumer Spending Growth falls between any of the values listed in the table above, the
Absolute Recurrent Consumer Spending Vesting Percentage shall be based on a straight line interpolation between such two values.


 


	Relative Recurrent Consumer Spending (as a
 percentage of two-year average total net bookings)	 	Relative Recurrent Consumer 
 Spending Vesting Percentage	 
	Less than 27.5%	 	 	0	%
	27.5%	 	 	50	%
	37.5%	 	 	100	%
	47.5% or greater	 	 	200	%



 


In the event that the Relative
Recurrent Consumer Spending Growth is less than 27.5%, the Relative Recurrent Consumer Spending Vesting Percentage shall be zero percent
(0%). In the event that the Relative Recurrent Consumer Spending Growth falls between any of the values listed in the table above, the
Relative Recurrent Consumer Spending Vesting Percentage shall be based on a straight line interpolation between such two values.


 


“Reference Price”
means the average of the closing prices of the Common Stock or the common stock of a Peer Group company, as applicable, for each of the
30 trading days ending on (and including) March 31, 2021.


 


“Sell-In Performance”
as of a given date means, with respect to any Individual Release of IP, the number of units “sold-in” during the period beginning
on April 1, 2021 and ending on March 31, 2023.


 


“Sequel”
means with respect to any IP, any game software program, other than any Port or Add-On Content, in any medium that is derived from
such IP within the same genre, utilizing the same game play, and based on the same themes and using the same brand name as such IP where
the visual display(s), character(s), background(s), virtual environment(s), or other visual or video elements accessible to the end-user
of the game software program are derived from comparable elements of such IP.


 






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“Total Shareholder
Return” as of a given date means the percentage change in the value of the Common Stock or the common stock of a Peer Group
company, as applicable, from the Reference Price to the Measurement Price on such date.


 


“TSR Vesting Percentage” as
of a given date is a function of the Company’s Percentile Rank among the Peer Group calculated as of such date, determined by reference
to the following table:


 


	Percentile Rank	 	TSR Vesting Percentage	 
	Less than 40th Percentile	 	 	0	%
	40th Percentile	 	 	50	%
	50th Percentile	 	 	100	%
	75th Percentile or greater	 	 	200	%



 


In the event that the Percentile
Rank is less than 40th Percentile, the TSR Vesting Percentage shall be zero percent (0%). In the event that the Percentile Rank falls
between any of the values listed in the table above, the TSR Vesting Percentage shall be based on a straight line interpolation between
such two values.


 






    A-7