EX-10.1




 Exhibit 10.1 

EXECUTION VERSION 

MANAGEMENT AGREEMENT 

THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of May 3, 2022, which shall become effective on the date of the
closing of the Combination (as defined below, such date, the “Effective Date”), is by and between ZelnickMedia Corporation, a New York corporation (“ZelnickMedia”), and
Take-Two Interactive Software, Inc., a Delaware corporation (the “Company”). 

WHEREAS, on January 9, 2022, the Company, Zebra MS I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company,
Zebra MS II, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company and Zynga Inc. entered in an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”); 

WHEREAS, the Company desires to continue to receive financial and management consulting services from ZelnickMedia from and after the closing
of the transactions contemplated by the Merger Agreement (such transactions, the “Combination”); 
 WHEREAS, ZelnickMedia
desires to continue to provide financial and management consulting services to the Company and the compensation arrangements set forth in this Agreement are designed to compensate ZelnickMedia for such services; 

WHEREAS, ZelnickMedia and the Company are parties to that certain Management Agreement, dated as of November 17, 2017, and effective as
of January 1, 2018, by and between ZelnickMedia and the Company (the “2017 Agreement”), which sets forth the terms of the existing management services agreement between ZelnickMedia and the Company; 

WHEREAS, ZelnickMedia and the Company desire to supersede and replace the 2017 Agreement in its entirety (except as otherwise expressly
contemplated herein and therein and thereunder), effective as of the Effective Date; and 
 WHEREAS, until the Effective Date, the Company
and ZelnickMedia will continue to abide by and operate under the terms and conditions of the 2017 Agreement. 
 NOW, THEREFORE, in
consideration of the foregoing and the respective agreements hereinafter set forth, and the mutual benefits to be derived herefrom, ZelnickMedia and the Company agree as follows: 

1.    Engagement. The Company hereby engages ZelnickMedia as its financial and management consultant, and
ZelnickMedia hereby agrees to provide financial and management consulting services to the Company, all on the terms and subject to the conditions set forth below. 

2.    Services of ZelnickMedia. ZelnickMedia hereby agrees during the term of this engagement to consult with the
board of directors (the “Board”) and management of the Company and its subsidiaries in such manner and on such business, financial and operational matters as may be reasonably requested from time to time by the Board, including but
not limited to: 
 (i)    oversee and supervise the operations of the Company and its subsidiaries in accordance with
policies established by the Board and usual and customary standards of efficient operation and maintenance; 

(ii)    assist in the preparation of operating budgets and business plans; 

(iii)    advise and assist the Company and its subsidiaries regarding their corporate and financial structure; 











 (iv)    advise and assist the Company and its subsidiaries in
formulating long-term business strategies; 
 (v)    assist the Company in recruiting senior management; 

(vi)    advise and assist the Company in securing equity and/or debt financing and negotiating and structuring the terms
of such financing; 
 (vii)    assist the Company and its subsidiaries with mergers and acquisitions with, and of,
third party entities; 
 (viii)    advise and assist the Company in evaluating potential sale or exit opportunities,
structuring and negotiating a sale of the Company, or leveraged recapitalization; 
 (ix)    provide consulting
services in connection with the business and operations of the Company as requested by the Board; and 
 (x)    respond
to Board requests concerning, and perform any other management services incidental to, the foregoing, or any other management or advisory services reasonably requested by the Board from time to time and to which ZelnickMedia agrees (such agreement
not to be unreasonably withheld, conditioned or delayed). 
 3.    Personnel. 

(i)    ZelnickMedia shall provide and devote to the performance of this Agreement such employees, agents and
representatives of ZelnickMedia, and for such time, as ZelnickMedia shall deem appropriate for the furnishing of the services required hereunder. Notwithstanding the generality of the foregoing, it is agreed that in the performance of its duties
hereunder, subject to Section 3(ii) below, ZelnickMedia shall make available the following individuals to provide the described services: 

(A)    during the term of this Agreement, Strauss Zelnick shall serve as the Executive Chairman of the Board and Chief
Executive Officer of the Company, and shall devote a sufficient amount of his business time to the performance of his duties during the term of this Agreement, consistent with past practice; 

(B)    Karl Slatoff shall serve as President of the Company pursuant to the employment agreement by and between the
Company and Mr. Slatoff, dated as of February 14, 2008, and as amended from time to time by mutual agreement of the Company and Mr. Slatoff; and 

(C)    other ZelnickMedia personnel, as appropriate, shall provide services and serve as consultants to the Company on a project-by-project, as-needed basis. 

  
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 (ii)    In the event that Mr. Zelnick, Mr. Slatoff or any
other employee of ZelnickMedia acting in an executive capacity for the Company is unable or unavailable to serve in the applicable capacities set forth in Section 3(i) above, ZelnickMedia shall provide a qualified individual to serve in such
capacity, who must be reasonably satisfactory to the Board. If ZelnickMedia does not provide a qualified replacement reasonably acceptable to the Board within a reasonable period of time, the Company may fill such position with a person not
affiliated with ZelnickMedia and deduct the costs of such person’s compensation (including cash and equity compensation) from ZelnickMedia’s compensation under this Agreement; provided, however, that such costs shall not be
deducted from ZelnickMedia’s compensation hereunder if Mr. Zelnick, Mr. Slatoff or such other employee of ZelnickMedia, as applicable, is terminated by the Company without Cause or resigns for Good Reason (in the case of
Mr. Zelnick, each as defined in Section 8 of this Agreement, or, in the case of Mr. Slatoff or any other employee of ZelnickMedia, each as defined in such person’s employment or consulting agreement with the Company);
provided further, however, that (A) in no event shall any termination by the Company without Cause or resignation by an individual for Good Reason caused by any action or inaction taken not in good faith by ZelnickMedia,
Mr. Zelnick, Mr. Slatoff or any other individual appointed by ZelnickMedia pursuant to Section 3(i) for the purpose of giving rise to such a termination by the Company without Cause or a resignation by an individual for Good Reason,
be deemed a termination of such individual’s employment by the Company without Cause or a resignation by such individual for Good Reason, as applicable, in either case for purposes of this Section 3(ii), and (B) no more than 60% of
the cash and equity compensation payable to ZelnickMedia hereunder shall be deducted if the Company replaces Mr. Zelnick in accordance with this Section 3(ii) and no more than 40% of the cash and equity compensation payable to ZelnickMedia
hereunder shall be deducted if the Company replaces Mr. Slatoff in accordance with this Section 3(ii). The Compensation Committee of the Board (the “Committee”) shall reasonably and in good faith determine the value of the
equity awarded to such replacement person and the appropriate deductions from the cash and equity compensation payable to ZelnickMedia (including the Management Fee and Annual Bonus and the equity awards pursuant to Section 6 below);
provided, however, that, except as provided in Section 8 or Section 24 hereof, in no event shall ZelnickMedia be required to forfeit any cash compensation paid to ZelnickMedia or any vested equity awards, whether granted
pursuant to Section 6 below or otherwise. 
 4.    Management Fee. In consideration for the services to be
provided by ZelnickMedia hereunder, the Company shall, commencing on the Effective Date, pay to ZelnickMedia a management fee of $3,300,000 per annum during the term of this Agreement (the “Management Fee”) payable on the first day
of each month during the term of this Agreement in equal monthly installments of $275,000.00 in immediately available funds. The Management Fee shall not be decreased during the term of this Agreement. 

5.    Annual Bonus. In addition to the Management Fee, ZelnickMedia shall have an annual bonus opportunity subject
to performance goals (the “Annual Bonus”) for each of the fiscal years of the Company ending March 31, 2023 (“Fiscal 2023”), March 31, 2024, March 31, 2025, March 31, 2026, March 31, 2027,
March 31, 2028 and March 31, 2029 (each, an “Applicable Fiscal Year” and collectively the “Applicable Fiscal Years”). The target annual bonus opportunity for each Applicable Fiscal Year (other than
for the 2022 Portion of Fiscal 2023 (as defined below)) has been set at 200% of the Management Fee, or $6,600,000 per annum (the “Target Bonus Amount”). With respect to Fiscal 2023, the Annual Bonus for the period from
April 1, 2022 to and including the Effective Date (the “2022 Portion of Fiscal 2023”) will be determined in accordance with the terms and conditions of Section 5 of the 2017 Agreement and the Annual Bonus for the period
following the Effective Date to March 31, 2023 will be determined in accordance with this Section 5, in each case, based on Fiscal 2023 performance. The actual amount of the Annual Bonus shall be determined reasonably and in good
faith by the Committee with respect to each Applicable Fiscal Year subject to the terms set forth herein, and shall be paid on the same date that the Company pays its officers and employees their annual bonus for the Applicable Fiscal Year, but
in all events in the fiscal year immediately following the Applicable Fiscal Year to which the Annual Bonus relates and within seventy-five (75) days following the end of the Applicable Fiscal Year, as follows: 

(i)    In the event actual results in an Applicable Fiscal Year (or portion thereof) are less than 80% of the Target (as
defined below), the Annual Bonus shall be zero. 
 (ii)    In the event actual results in an Applicable Fiscal Year (or
portion thereof) are equal to or greater than 80% of the Target but less than 100% of the Target, the Annual Bonus shall be between zero and the Target Bonus Amount, pro-rated on a straight-line basis between
such amounts based upon the actual percentage of the Target achieved. 

  
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 (iii)    In the event actual results in an Applicable Fiscal Year (or
portion thereof) are equal to or greater than 100% of the Target but less than 120% of the Target, the Annual Bonus shall be between the Target Bonus Amount and $9,428,572 (the “120% Bonus Amount”), prorated on a straight-line basis
between the Target Bonus Amount and the 120% Bonus Amount based upon the actual percentage of the Target achieved. 

(iv)    In the event actual results in an Applicable Fiscal Year (or portion thereof) are equal to or greater than 120%
of the Target but less than 150% of the Target, the Annual Bonus shall be between the 120% Bonus Amount and $13,200,000 (the “Maximum Bonus Amount”), prorated on a straight-line basis between 120% Bonus Amount and the Maximum Bonus
Amount based upon the actual percentage of the Target achieved. 
 (v)    In the event actual results in an Applicable
Fiscal Year (or portion thereof) are equal to or greater than 150% of the Target, the Annual Bonus shall be the Maximum Bonus Amount. 
 For illustration,
the following table sets forth the amount of Annual Bonus that would be payable to ZelnickMedia for each 10% increment of achievement of the Target: 
  

			
	 Percentage of Target Obtained
	  	 Amount of Annual Bonus

	80%	  	Zero
	90%	  	$3,300,000
	100%	  	$6,600,000
	110%	  	$8,014,286
	120%	  	$9,428,572
	130%	  	$10,685,714
	140%	  	$11,942.858
	150%	  	$13,200,000

 The term “Target” shall mean budgeted adjusted EBITDA of the Company (or other measurement of financial, ESG
or other similar performance criteria reasonably determined by the members of the Board (excluding any member of the Board who is a shareholder, affiliate, member and/or partner of ZelnickMedia), on the one hand, and ZelnickMedia, on the other hand,
with respect to an Applicable Fiscal Year), determined within 30 days of the beginning of that Applicable Fiscal Year by mutual agreement of the Company and ZelnickMedia, each acting reasonably and in good faith, and measured without giving effect
to any payments under this Agreement. 

  
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 For purposes of this Agreement, if budgeted adjusted EBITDA is used as the Target, the term
“EBITDA” shall be calculated consistent with the Company’s past practices and on the same basis as utilized by the Company for other employee compensation purposes; and actual adjusted EBITDA with respect to each Applicable
Fiscal Year shall be calculated by the Company acting reasonably and in good faith, after meaningful consultation with ZelnickMedia, in the same manner as the budgeted adjusted EBITDA for such Applicable Fiscal Year. 

The Committee shall, acting reasonably and in good faith, after meaningful consultation with ZelnickMedia, make such adjustments to the calculation of actual
or budgeted adjusted EBITDA as it deems equitable in the event the circumstances upon which budgeted adjusted EBITDA is initially calculated change during any Applicable Fiscal Year. If requested by the Company, ZelnickMedia shall discuss with the
Company in good faith whether any adjustments are necessary for the Annual Bonus and any equity awards granted under the Grant Agreements to achieve beneficial tax treatment for the parties. 

6.    Company Equity. 

(i)    Equity Awards. On the Annual Grant Date (as defined below), ZelnickMedia (or upon three (3) days prior
written notice of ZelnickMedia to the Company, an affiliate or partner of ZelnickMedia that agrees to be bound by the provisions of this Section 6), shall be entitled to receive (a) that number of time-based restricted stock units of the
Company as is determined by dividing $ 4,618,519 by the Annual Grant Price (as defined below) and that number of performance-based restricted stock units of the Company as is determined by dividing $ 9,237,037 by the Annual Grant Price, pursuant to
and in accordance with the terms and conditions of the agreement attached as Exhibit A hereto (the “Transition Period Grant Agreement (2 Year Cliff Vest)”), (b) that number of time-based restricted stock units of the Company
as is determined by dividing $ 5,055,556 by the Annual Grant Price and that number of performance-based restricted stock units of the Company as is determined by dividing $ 10,111,111 by the Annual Grant Price, pursuant to and in
accordance with the terms and conditions of the agreement attached as Exhibit B hereto (the “Transition Period Grant Agreement (3 Year Cliff Vest)”), and (c) that number of time-based restricted stock units of the
Company as is determined by dividing $6,866,667 by the Annual Grant Price and that number of performance-based restricted stock units of the Company as is determined by dividing $13,733,333 by the Annual Grant Price, pursuant to and in accordance
with the terms and conditions of the agreement attached as Exhibit C hereto (the “New Grant Agreement” and together with the Transition Period Grant Agreement (2 Year Cliff Vest) and the Transition Period Grant Agreement (3
Year Cliff Vest), the “2022 Grant Agreements”). The equity awards to be granted pursuant to the foregoing clauses (a), (b) and (c) are referred to herein as the “Equity Awards.” The 2022 Grant Agreements,
together with (A) any grant agreements entered into with respect to additional grants by the Company in accordance with this Section 6, and (B) the grant agreements relating to the restricted stock units described in Section 6 of
the 2017 Agreement, shall be referred to collectively as the “Grant Agreements.” Following the grants on the Annual Grant Date contemplated by this Section 6(i), additional equity awards may be granted, in amounts determined at
the discretion of the Committee in accordance with Section 3 hereof, to ZelnickMedia (or an affiliate or partner thereof in accordance with this Section 6) annually on the same date that the Company makes annual equity grants to its
executive officers that are not designated by ZelnickMedia. For purposes hereof, “Annual Grant Date” shall mean the date that the Company makes its fiscal 2023 annual grant of restricted stock units to its officers and employees but
in no event shall such date be later than June 30, 2022 and “Annual Grant Price” shall mean the price per share of Company common stock used to calculate the number of restricted stock units granted to the Company’s
officers and employees on the Annual Grant Date (and if the Company does not make the fiscal 2023 annual grant of restricted stock units to the Company’s officers and employees prior to June 30, 2022, then it shall mean the average of the
closing prices of the Company’s common stock for each trading day during the 10 trading day period immediately prior June 30, 2022). 

(ii)    Stock Ownership Requirement – 6X Management Fee. Until the earlier of (A) March 31, 2029,
(B) a Change in Control (as defined below) or (C) the termination of this Agreement pursuant to Section 8 below, ZelnickMedia shall not, and shall cause each Subject Person (as defined below) to agree in writing not to, sell or otherwise
dispose of (other than, upon not less than three (3) days’ prior written notice to the Company, to a Subject Person that agrees to be bound by the provisions of this Section 6) any shares of the Company’s common stock if, after
giving effect to such proposed sale or other disposition, the shares of Company common stock (including restricted stock and restricted stock units, but excluding any unvested restricted stock or restricted stock units that remain subject to
performance-based vesting) owned by ZelnickMedia and each Subject Person in the aggregate (collectively, “Applicable Shares”), as of the trading day immediately preceding the date of the proposed sale or disposition, would have a
Market Value (as defined below) less than six times (6X) the Management Fee; provided, however, that the foregoing shall not limit the right of ZelnickMedia and/or the Subject Persons to sell or otherwise dispose of that number of
shares of common stock of the Company necessary to satisfy any taxes imposed on ZelnickMedia or such Subject Person as a result of the exercise of options, vesting of restricted stock or restricted stock units, or in connection with the transfer by
ZelnickMedia to a Subject Person of any Applicable Shares in accordance with this paragraph. 

  
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 For purposes of this Agreement, (A) the term “Subject Person” shall mean shareholders,
partners, members, employees and other affiliates of ZelnickMedia who hold any Applicable Shares, including any person to whom any Applicable Shares were transferred in accordance with this Section 6(ii) and (B) “Market Value”
of a number of shares of the Company’s common stock shall equal the number of shares of common stock multiplied by the average of the closing prices of the Company’s common stock for each trading day during the 10 trading day period ending
on the day as of which Market Value is being determined (which, in the case of a sale or other disposition, shall be the trading day immediately preceding the date of such sale or other disposition). 

  
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 (iii)    Securities Trading Policy. ZelnickMedia hereby
acknowledges the Company’s “Securities Trading Policy” (as in effect from time to time, the “Trading Policy”) and shall, and shall cause its Subject Persons who own Applicable Shares, and shall use commercially
reasonable efforts to cause its employees (including by making compliance a condition to the employees’ continued employment), to comply at all times with the Trading Policy as if such Persons (as defined below) were executive officers of the
Company under the terms of the Trading Policy. 
 (iv)    Allocation of Compensation. In order to ensure that
the persons providing services under this Agreement are properly incentivized, ZelnickMedia covenants and agrees that the aggregate compensation payable to ZelnickMedia or any person providing services on its behalf hereunder (whether in the form of
Management Fee, Annual Bonus or Equity Awards) shall only be paid, payable or otherwise conveyed (directly or indirectly), whether by the Company, ZelnickMedia or otherwise, such that (A) no more than 60% of such aggregate compensation shall be
received by or conveyed to Mr. Zelnick (or such other employee of ZelnickMedia that serves as Executive Chairman and Chief Executive Officer of the Company in accordance with Section 3(ii)) and (B) no more than 40% of such aggregate
compensation shall be received by or conveyed to Mr. Slatoff (or such other employee of ZelnickMedia that serves as President of the Company in accordance with Section 3(ii)). 

7.    Expenses. The Company shall (i) promptly reimburse ZelnickMedia for all reasonable out-of-pocket fees and expenses as have been or may be incurred (before or after the date of this Agreement) by ZelnickMedia, its partners, shareholders, members, officers,
employees, affiliates, counsel, agents and representatives in connection with ZelnickMedia’s engagement hereunder and the rendering of services hereunder (including, but not limited to, attorneys’ fees in connection with the negotiation
and performance of this Agreement and fees and expenses incurred in attending Company-related meetings) and (ii) reimburse ZelnickMedia for all travel expenses in accordance with the Company’s “Travel and Entertainment Policy”.
The Company shall reimburse ZelnickMedia for all reasonable and documented attorneys’ fees incurred by ZelnickMedia in connection with the negotiation of this Agreement as soon as practicable after the date hereof. 

8.    Term. This Agreement will continue from the Effective Date through March 31, 2029 (the “Initial
Term”), unless earlier terminated by either ZelnickMedia or the Company in accordance with this Section 8. In the event the closing of the Combination does not occur, this Agreement shall not become effective and the 2017 Agreement
shall remain in full force and effect in accordance with its terms and conditions. Following the Effective Date, this Agreement may be terminated immediately by the Company for Cause (as defined below) or by ZelnickMedia for Good Reason (as defined
below), and may be terminated by the Company without Cause or by ZelnickMedia without Good Reason, in each case upon 30 days’ written notice (which requirement for written notice will be waived following a Change in Control). If this Agreement
is terminated by the Company or ZelnickMedia prior to March 31, 2029, ZelnickMedia will be entitled to the following: (a) if this Agreement is terminated by the Company for Cause or by ZelnickMedia without Good Reason, all unvested equity
granted under the Grant Agreements shall be forfeited for no consideration and ZelnickMedia shall be paid on the date of termination (i) the earned but unpaid portion of the Management Fee and (ii) any accrued but unpaid Annual Bonus for a
completed fiscal year, and ZelnickMedia and/or any Subject Persons, as applicable, shall retain the vested portion of all equity granted pursuant to the Grant Agreements; (b) if this Agreement is terminated by the Company without Cause or by
ZelnickMedia for Good Reason (whether before or after a Change in Control), (i) ZelnickMedia shall be paid on the date of termination (x) the earned but unpaid portion of the Management Fee, (y) any accrued but unpaid Annual Bonus for a
completed fiscal year, and (z) three times (3X) the sum of (A) the Management Fee plus (B) the Target Bonus Amount; (ii) all unvested time-based restricted stock units granted pursuant to the Grant Agreements shall vest; and
(iii) all performance-based restricted stock units granted pursuant to the Grant Agreements will vest in accordance with the terms of the applicable Grant Agreement, provided that the vesting of any such performance-based restricted
stock units granted on or following the Annual Grant Date shall be determined based on the assumption that the applicable performance measure was achieved at the target level of performance for the applicable performance period or, prior to a Change
in Control, based on the actual level of performance achieved for each applicable performance measure as of the date of termination. Notwithstanding anything to the contrary contained in this Agreement, if the parties fail to enter into a new
agreement with respect to services by ZelnickMedia provided hereunder on substantially similar terms in the aggregate upon the expiration of the Initial Term or otherwise agree to extend the Initial Term, all unvested time-based restricted stock
units granted pursuant to the Grant Agreements shall vest, and all performance-based restricted stock units granted pursuant to the Grant Agreements shall vest in accordance with the terms of the applicable Grant Agreement upon such expiration;
provided that the vesting of any such performance-based restricted stock units granted on or following the Annual Grant Date shall be determined based on the assumption that the applicable performance measure was achieved at the target level
of performance for the applicable performance period or, prior to a Change in Control, based on the actual level of performance achieved for each applicable performance measure as of such vesting date. Upon a Change in Control, (i) this
Agreement shall not terminate, and any termination of this Agreement (which, if done by the Company for any reason other than for Cause, shall be deemed a termination of this Agreement by the Company without Cause) shall only be in accordance with
this Section 8, and (ii) all unvested restricted stock units granted pursuant to the Grant Agreements (including time-based and performance-based restricted stock units) will vest in accordance with the terms of the applicable Grant
Agreement; provided, that (a) the vesting of any such restricted stock units granted on or following the Annual Grant Date shall occur upon the earlier of (x) a termination of this Agreement by the Company without Cause or by
ZelnickMedia for Good Reason or (y) the second anniversary of the date such awards were granted pursuant to the Grant Agreements (irrespective of whether this Agreement has been terminated for any reason after such date) and (b) the
vesting of any such performance-based restricted stock units granted on or following the Annual Grant Date shall be determined based on the assumption that the applicable performance measure was achieved at the target level of performance for the
applicable performance period. 

  
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 “Cause” means (a) the conviction of, or a plea of guilty or nolo contendere by any of
the individuals provided by ZelnickMedia to serve in the positions set forth in Section 3(i)(A)-(B) (which positions are currently filled by Strauss Zelnick or Karl Slatoff, respectively) of any felonious criminal act (other than
traffic-related offenses or as a result of vicarious liability), (b) fraud, or (c) any act or omission involving malfeasance or gross negligence by ZelnickMedia in the performance of its obligations hereunder, in the case of each of clauses
(b) through (c) above, that relates to and damages the Company and, if capable of being cured so that the Company is not materially damaged, is not so cured within 15 days after receipt by ZelnickMedia of written notice thereof. 

  
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 “Good Reason” means (a) a condition that materially impairs the ability of
ZelnickMedia, Strauss Zelnick, Karl Slatoff or any other individual appointed by ZelnickMedia pursuant to Section 3(i)(A)-(B) (other than a condition solely created by ZelnickMedia or such individuals) to perform their respective duties or
responsibilities, as applicable, as contemplated herein, (b) assigning Strauss Zelnick, Karl Slatoff or any other individual appointed by ZelnickMedia pursuant to Section 3(i)(A)-(B) duties materially inconsistent with their respective
positions (including status, offices, titles and reporting requirements), authorities or responsibilities or any other action by the Company which results in a material diminution of their respective positions, authorities, duties or
responsibilities (and in making this determination with respect to Mr. Zelnick, factors may include Mr. Zelnick ceasing to be the most senior executive in any controlled group containing the Company), (c) the failure by the Company to
perform any of its material obligations under this Agreement or (d) the requirement that ZelnickMedia’s place of service be located outside a 30-mile radius of New York City, NY; provided,
however, that in each case, ZelnickMedia provides not less than 30 days’ written notice to the Company (within 60 days of ZelnickMedia, Strauss Zelnick, Karl Slatoff or any other individual appointed by ZelnickMedia pursuant to
Section 3(i)(A)-(B) becoming aware of the initial existence of the facts or circumstances constituting Good Reason) of its intention to terminate this Agreement for Good Reason, such notice to state in detail the particular act or acts or
failure or failures to act that constitute the grounds on which the proposed termination for Good Reason is based, and such termination shall be effective at the expiration of such 30 day notice period only if the Company has not fully cured such
act or acts or failure or failures to act that give rise to Good Reason during such period. 
 A “Change in Control” means any transaction
or occurrence (or series of related transactions or occurrences) which results at any time in any of (i) a sale of all or substantially all of the consolidated assets of the Company and of its subsidiaries, or a consolidation, reorganization,
merger, or other business combination of the Company with or into, any other Person (as defined below) if, after such transaction the stockholders of the Company immediately prior to such transaction beneficially hold, directly or indirectly, less
than a majority of the outstanding voting units of the purchasing or surviving parent entity in such transaction, on a fully diluted basis, (ii) a change in the majority of the members of the Board to Persons who were neither (x) nominated
or appointed by the current Board nor (y) nominated or appointed by directors so nominated or appointed, or (iii) an acquisition by any individual, general partnership, limited partnership, limited liability company, corporation, trust,
estate, real estate investment trust association or any other entity (each, a “Person”) or group of Persons (other than the Company or any subsidiary of the Company or any of their affiliates) of the outstanding securities of the
Company in a transaction or series of transactions, if immediately thereafter such acquiring Person or group has, or would have, beneficial ownership of more than fifty percent (50%) of the combined equity interests or voting power of the Company;
provided that mere formation of a group will not itself constitute a Change in Control. A Change in Control shall be deemed to occur as of the effective date of the first event, action or transaction leading to one of the results described
above. 
 As the parties hereto do not intend that actions taken by ZelnickMedia or any of its employees, shareholders, members, partners or other
affiliates could give rise to a right on the part of ZelnickMedia to terminate this Agreement for Good Reason, the Company and ZelnickMedia hereby agree that, in no event shall any conduct or actions undertaken by ZelnickMedia or any of its
employees, shareholders, members, partners or other affiliates, or any failure by such persons to act, give rise to or constitute Good Reason hereunder or, to the extent that such conduct, actions, or failure to act results in a termination of this
Agreement, be deemed a termination of this Agreement by the Company without Cause. 

  
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 No termination of this Agreement shall affect the Company’s obligations with respect to any and all
reasonable fees, costs and expenses incurred by ZelnickMedia in rendering services hereunder and not reimbursed by the Company as of the effective date of such termination or the Company’s indemnification and contribution obligations. 

9.    Confidentiality; Non-Solicitation. ZelnickMedia shall not at any time
during or after the term of this Agreement, directly or indirectly, except as in good faith deemed necessary or desirable to perform any of its obligations hereunder, to defend its own rights or as required by applicable law or legal process,
disclose or use for its own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its
subsidiaries or affiliates, any trade secrets, information, data, or other information, including, without limitation, relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and
financial data, manufacturing processes, financing methods, plans, or the business and affairs of the Company, or of any subsidiary or affiliate of the Company; provided, that the foregoing shall not apply to information which is generally
known to the industry or the public (other than as a result of ZelnickMedia’s breach of this covenant) or information not obtained in connection with ZelnickMedia’s performance of its obligations under this Agreement. ZelnickMedia agrees
that upon termination of this Agreement, upon the Company’s request, it shall immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating
to the business of the Company and its affiliates, except that ZelnickMedia may retain such personal notes, notebooks and diaries that do not contain confidential information of the type described above. For a period beginning on the date of this
Agreement and ending one year after the date of termination of this Agreement, except in the event this Agreement is terminated by the Company without Cause or by ZelnickMedia for Good Reason, ZelnickMedia shall not in any capacity, either
individually or in association with others, employ or solicit for employment (other than in any general solicitation) any person who is an employee of the Company or its affiliates at the level of vice president or higher immediately prior to such
employment or during such solicitation. 
 10.    Liability. Neither ZelnickMedia nor any of its affiliates,
directors, officers, employees, counsel, agents or representatives shall be liable to the Company or its subsidiaries or affiliates for any loss, claim, liability, damage or expense arising out of or in connection with the performance of services
contemplated by this Agreement, other than any loss, claim, liability, damage or expense to the extent determined by the final judgment of a court of competent jurisdiction to have been caused from the gross negligence, fraud, bad faith or willful
misfeasance of ZelnickMedia or its affiliates. 

  
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 11.    Indemnification; D&O Insurance. To the fullest extent
permitted by applicable law, the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates
(each such individual or entity to be referred to hereinafter as an “Indemnified Person”), from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a third
party, to which an Indemnified Person may be subject, insofar as such loss, claim, damage, liability or action relates to, arises out of or results from any Covered Event (as such term is defined below) or alleged Covered Event, and will reimburse
such Indemnified Person upon request for all expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by such Indemnified Person in connection with investigating, defending or preparing to defend against
any such loss, claim, damage, liability or action, as such expenses are incurred or paid. The term “Covered Event” shall mean (a) any action taken, or services performed, by an Indemnified Person, related to or consistent with
the terms of this Agreement, the 2017 Agreement, the 2014 Agreement, the 2011 Agreement or the Original Agreement (the terms “2014 Agreement,” “2011 Agreement” and “Original Agreement” shall
have the meanings ascribed in the 2017 Agreement), or (b) any action taken, or omitted to be taken, by the Company or any of its managers, directors, officers, employees, agents or affiliates, in connection with any matter in which an
Indemnified Person has been involved pursuant to this Agreement, the 2017 Agreement, the 2014 Agreement, the 2011 Agreement or the Original Agreement; provided, that the term “Covered Event,” with respect to an Indemnified Person,
shall exclude any loss, claim, damage, liability or expense to the extent determined by the final judgment of a court of competent jurisdiction to have been caused from the gross negligence, fraud, bad faith or willful misfeasance of such
Indemnified Person or any affiliate thereof. The Company shall cover the designees of ZelnickMedia under directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement in
amounts reasonably requested by ZelnickMedia. 
 12.    Independent Contractor. ZelnickMedia and the Company
agree that ZelnickMedia shall perform services hereunder as an independent contractor, retaining control and direction over and responsibility for its own operations and personnel. Neither ZelnickMedia nor their directors, officers or employees
shall be considered employees or agents of the Company or its subsidiaries as a result of this Agreement nor shall any of them have authority to contract in the name of or bind the Company, except as expressly agreed to in writing by the Company,
including as provided in this Agreement. 

  
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 13.    Notices. Any notice, report or payment required or
permitted to be given or made under this Agreement by one party to the other shall be deemed to have been duly given or made if personally delivered or, if mailed, when mailed by registered or certified mail, postage prepaid, to the other party at
the following addresses (or at such other address as shall be given in writing by one party to the other): 
 If to ZelnickMedia:

 ZelnickMedia Corporation 

110 East 59th Street, 24th Floor 

New York, NY 10022 
 Telephone:
(212) 223-1383 
 Attention: Strauss Zelnick 

with a copy to (which shall not constitute notice): 

Sidley Austin LLP 
 1999 Avenue
of the Stars, 17th Floor 
 Los Angeles, CA 90067 

Telephone: (310) 595-9525 

Attention: Daniel Clivner 

If to the Company: 
 Take-Two Interactive Software, Inc. 
 110 West 44th
Street 
 New York, NY 10036 

Telephone: (646) 536-3001 

Attention: Chief Legal Officer 

with a copy to (which shall not constitute notice): 

Willkie Farr & Gallagher LLP 

787 Seventh Avenue 
 New York,
NY 10019 
 Telephone: (212) 728-8129 

Attention: Adam Turteltaub 

14.    Entire Agreement; Modification. Effective as of the Effective Date, this Agreement and the Grant Agreements
shall (a) contain the complete and entire understanding and agreement of ZelnickMedia and the Company with respect to the subject matter hereof; and (b) supersede all prior and contemporaneous understandings, conditions and agreements,
oral or written, express or implied, respecting the engagement of ZelnickMedia in connection with the subject matter hereof, including the 2017 Agreement, the 2014 Agreement, the 2011 Agreement and the Original Agreement; provided that,
notwithstanding the foregoing, (i) with respect to Fiscal 2023, the Annual Bonus for the period from April 1, 2022 to the Effective Date shall be determined in accordance with Section 5 of the 2017 Agreement based on Fiscal 2023
performance, (ii) Section 23 (Registration Statement) of the 2017 Agreement shall survive the execution of this Agreement and (iii) to the extent expressly provided therein, each of the grant agreements attached as Exhibit A to the
2017 Agreement relating to the restricted stock units described in Section 6 of the 2017 Agreement shall remain in full force and effect in accordance with the terms thereof and shall not be superseded by this Agreement or by the 2022 Grant
Agreements, including without limitation with respect to the grant, vesting or termination of any equity awards contemplated therein. This Agreement may be amended or modified, or any of the terms, covenants or conditions hereof may be waived, only
by a written instrument executed by ZelnickMedia and the Company, or in the case of a waiver, by the party or parties waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term or covenant contained in this
Agreement, in any one or more instances, shall not be deemed to be nor construed as a further or continuing waiver of any such condition, or the breach of any other provision, term or covenant of this Agreement. 

15.    Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any subsequent breach of that provision or any other provision hereof. 

  
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 16.    Assignment. ZelnickMedia may assign its rights or
obligations under this Agreement only with the express written consent of the Company, such consent not to be unreasonably withheld. The Company may not assign its rights or obligations under this Agreement. The Company hereby agrees to the
assignment by ZelnickMedia of all of its rights and obligations under this Agreement to ZM Capital Advisors, LLC, a Delaware limited liability company (“ZM Capital”) or ZMC Advisors, LLC, a Delaware limited liability company
(“ZMC Advisors”); provided, however, that ZelnickMedia shall remain liable for all of the obligations hereunder and under this Agreement. In the event ZelnickMedia elects to effect such assignment to ZM Capital or ZMC
Advisors, it shall cause ZM Capital or ZMC Advisors, as the case may be, to execute a joinder agreement to this Agreement in form and substance reasonably acceptable to the Company. 

17.    Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and
permitted assigns of the parties. 
 18.    Failure to Pay. If for any reason the Company does not pay the
Management Fee, Annual Bonus or any other amount due under this Agreement when due, then such amount shall accrue interest at a rate of 1% per month and shall continue to be payable and shall be paid by the Company as soon as it can be paid. The
preceding sentence shall not limit any other remedies of ZelnickMedia in the event amounts are not paid when due. 

19.    Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement. 

  
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 20.    Choice of Law. This Agreement and any dispute arising
hereunder shall 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 laws 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. Each party consents to the in personam jurisdiction of the Court of Chancery or other courts of the State of Delaware and the United States
District Court located in the State of Delaware in connection with any claim or dispute arising under or in connection with this Agreement. 

21.    Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable under any
law or regulation of any jurisdiction, it shall, as to such jurisdiction, be deemed modified to the least degree necessary to conform to the requirements of such law or regulation, or if for any reason it is not deemed so modified, it shall be
illegal, invalid or unenforceable only to the extent set forth in the law or regulation without affecting the legality, validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement. 

22.    Section 409A. Notwithstanding anything to the contrary contained in this Agreement, in the event that one or
more payments under this Agreement are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and would cause ZelnickMedia to incur any additional tax or interest under Section 409A of the
Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, at no additional cost to the Company, after consulting with ZelnickMedia and receiving ZelnickMedia’s approval, reform and appropriately adjust such
provision; provided that the Company agrees to maintain, to the maximum extent practicable without any such additional cost to the Company, the original intent and economic benefit to ZelnickMedia of the applicable provision without violating
the provisions of Section 409A of the Code. 
 23.    Registration Statement. Subject to reasonable blackout
periods and the receipt of necessary information from ZelnickMedia (or any Subject Person, if applicable) for inclusion in such filing, the Company shall, at any time following the first anniversary of the date hereof and within 45 days following
the written request of ZelnickMedia, file a registration statement on Form S-3 (or any applicable successor registration form) (the “Registration Statement”) covering the shares of the common
stock granted to ZelnickMedia pursuant to the 2022 Grant Agreements and any grant agreements entered into with respect to additional grants by the Company in accordance with Section 6. Subject to reasonable blackout periods, the Company shall
use its reasonable best efforts to prepare and file with the Securities and Exchange Commission (“SEC”) such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be
necessary to keep the Registration Statement continuously effective and free from any material misstatement or omission to state a material fact until such time as all such shares of common stock have been sold pursuant to a registration statement
or are otherwise freely tradable. 
 24.    Dodd-Frank. ZelnickMedia hereby acknowledges (i) the section in
the Company’s Corporate Governance Guidelines entitled “Recovery of Improperly-Awarded Incentive Compensation”, a copy of which is attached hereto as Annex A (the “Clawback Policy”) and
(ii) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), which requires that the SEC, by rule, direct the national securities exchanges and national securities
associates to prohibit the listing of any security of an issuer that fails to implement a “clawback” policy providing that “in the event that the issuer is required to prepare an accounting restatement due to the material
noncompliance of the issuer with any financial reporting requirement under the securities laws, the issuer will recover from any current or former executive of the issuer who received incentive-based compensation (including stock options awarded as
compensation) during the three-year period preceding the date on which the issuer is required to prepare an accounting restatement, based on the erroneous data, in excess of what would have been paid to the executive officer under the accounting
restatement.” ZelnickMedia shall, and shall cause its shareholders, partners, employees, members and other affiliates who are deemed “Executives” under the Clawback Policy or who receive any portion of the Equity Awards, to comply
with the Clawback Policy, including as may be amended or superseded by the Board after the date hereof to the extent required to comply with any rules adopted by the SEC in response to Section 954 of the Dodd-Frank Act. 

* * * * * 

  
 - 14 - 












 IN WITNESS WHEREOF, the parties hereto have caused this Management Agreement to be duly
executed and delivered on the date and year first above written. 
  

			
	ZELNICKMEDIA CORPORATION
		
	By:	 	 /s/ Strauss Zelnick

		 	Name: Strauss Zelnick
	
	TAKE-TWO INTERACTIVE SOFTWARE, INC.
		
	By:	 	 /s/ Daniel P. Emerson

		 	Name: Daniel P. Emerson
		 	Title: EVP and Chief Legal Officer













 Exhibit A 

RESTRICTED UNIT AGREEMENT 

PURSUANT TO THE 
 TAKE-TWO INTERACTIVE SOFTWARE, INC. 
 2017 STOCK INCENTIVE PLAN 

This Restricted Unit Agreement (this “Agreement”), dated as of     , 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 __, and effective as of      (the “Management Agreement”), the Company has agreed to grant Restricted Units to
the Participant. 
 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 [        ] 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 for purposes of this Section 1, 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. 

  
 1 












 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. 
 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. 

  
 2 












 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) 536-3001 

Attention: Chief Legal Officer 

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. 
 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. 

  
 3 












 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. 
 (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.] 

  
 4 












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

			
	COMPANY:
	
	 TAKE-TWO INTERACTIVE

SOFTWARE, INC.

		
	By:	 	  

		 	Name: Daniel P. Emerson
		 	Title: Chief Legal Officer
	
	PARTICIPANT:
	
	 ZELNICKMEDIA CORPORATION

		
	By:	 	  

		 	 Name:
 Title:














 Annex A 

Vesting 

A.    Time-Based Vesting. 

Subject to Section C, [            ] of the Restricted Units (the
“Time-Based Units”) shall become vested on the second (2nd) anniversary of the Time-Based Vesting Commencement Date (such vesting date, the “Time 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”), and Section (B)(ii) (the “Recurrent Consumer Spending Performance-Based Units” and together with the TSR 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 [            ],and the maximum number of TSR Performance-Based Units that shall be
eligible to vest pursuant to this Section B(i) shall be [            ]. Subject to Section C, on the Performance 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 the Performance Measurement Date,
rounded down to the nearest whole TSR Performance-Based Unit. 
 For purposes of the TSR Performance-Based Units, the following definitions
shall apply: 
 The “Peer Group” shall consist of the companies that comprise The
NASDAQ-100 Index on the TSR Reference Date; provided, that (i) subject to clause (iii) below, if a member of the Peer Group ceases to be publicly traded for any reason (including, without
limitation, due to a merger, acquisition or similar corporate transaction which results in such Peer Group member ceasing to be publicly traded) following the TSR Reference Date and prior to the applicable date on which the TSR 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; (ii) in the event of a merger, acquisition or similar
corporate transaction involving a member or members of the Peer Group in which a Peer Group member is the surviving entity and continues to be publicly traded, such surviving entity shall remain a Peer Group member; and (iii) if a member of the
Peer Group becomes bankrupt following the TSR Reference Date and prior to the applicable date on which the TSR 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). 

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: 

  
 A-1 












 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. 
 “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 TSR Reference Price to the TSR Measurement Price on such date. 

“TSR 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, the given date for the definition of TSR Measurement Price will be the
Performance Measurement Date, except as otherwise required as provided in Section C of this Annex A. For purposes of determining the TSR Measurement Price, the value of dividends and other distributions will be treated as having been reinvested in
additional shares of Common Stock or the common stock of a Peer Group company, as applicable, on the ex-dividend date. In addition, for purposes of determining the TSR Measurement Price, the Committee may make
equitable and proportionate adjustments if and to the extent necessary to address the impact of stock splits or similar changes in capitalization. 

“TSR Reference Date” shall mean [    ], 2022. 

“TSR 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) the TSR Reference Date. For purposes of determining the TSR Reference Price, the value of dividends and other distributions will be treated as having been reinvested
in additional shares of Common Stock or the common stock of a Peer Group company, as applicable, on the ex-dividend date. In addition, for purposes of determining the TSR Reference Price, the Committee may
make equitable and proportionate adjustments if and to the extent necessary to address the impact of stock splits or similar changes in capitalization. 

“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-2 












 (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 [            ], 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 [            ]. Subject to Section C,
on the Performance 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 the Performance Measurement Date, rounded down to the nearest whole Recurrent Consumer Spending Performance-Based Unit. 

For purposes of the Recurrent Consumer Spending Performance-Based Units, the following definitions shall apply: 

“Recurrent Consumer Spending” as of a given date shall mean certain net bookings generated by the Company 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 may generally include, without limitation, the sale of virtual currency, add-on content, microtransactions, NFTs, game related subscriptions offered directly by the Company and/or its subsidiaries and similar items, but would 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, 2022 and the two-year average Recurrent Consumer
Spending for the fiscal years ending March 31, 2023 and March 31, 2024, while the second table measures two-year average Recurrent Consumer Spending for the fiscal years ending March 31, 2023
and March 31, 2024 as a percentage of two-year average total net bookings for the fiscal years ending March 31, 2023 and March 31, 2024 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. 
  

			
	 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. 

  
 A-3 













			
	 Relative Recurrent Consumer Spending (as a

percentage of two-year average total net bookings)
	  	 Relative Recurrent Consumer

Spending Vesting Percentage

	 Less than 45%
	  	0%
	 45%
	  	50%
	 50%
	  	100%
	 55% or greater
	  	200%

 In the event that the Relative Recurrent Consumer Spending Growth is less than 45%, 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. 
 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 Time 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 Performance Vesting Date for all TSR Performance-Based Units hereunder and the given date for purposes of the TSR 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 Performance Vesting Date for all Recurrent Consumer Spending Performance-Based Units hereunder, and the target number of such Recurrent Consumer Spending Performance-Based Units (as set forth in Section
B(ii)) 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) and B(ii) 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 (as defined in the Management Agreement) 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. 

  
 A-4 












 (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) and
B(ii) as applicable), shall automatically be forfeited and shall revert back to the Company without compensation to the Participant. 

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.    Other Definitions. 

  
 A-5 












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

“Performance Measurement Date” shall mean [    ], 2024. 

“Performance Vesting Date” shall mean [    ], 2024. 

“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. 
 “Time-Based Vesting Commencement Date” shall mean [    ], 2022. 

“Vesting Date” shall mean, as context requires, one or more Time Vesting Dates and/or the Performance Vesting Date. 

  
 A-6 












 Exhibit B 

RESTRICTED UNIT AGREEMENT 

PURSUANT TO THE 
 TAKE-TWO INTERACTIVE SOFTWARE, INC. 
 2017 STOCK INCENTIVE PLAN 

This Restricted Unit Agreement (this “Agreement”), dated as of     , 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     , and effective as of __ (the “Management Agreement”), the Company has agreed to grant Restricted Units to
the Participant. 
 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 [            ] 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 for purposes of this Section 1, 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. 

  
 1 












 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. 
 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. 

  
 2 












 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) 536-3001 

Attention: Chief Legal Officer 

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. 
 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. 

  
 3 












 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. 

  
 4 












 (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.] 

  
 5 












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

			
	COMPANY:
	
	TAKE-TWO INTERACTIVE SOFTWARE, INC.
		
	By:	 	  

		 	Name: Daniel P. Emerson
		 	Title: Chief Legal Officer
	
	 PARTICIPANT:
  

ZELNICKMEDIA CORPORATION

		
	By:	 	  

		 	 Name:
 Title:














 Annex A 

Vesting 

A.    Time-Based Vesting. 

Subject to Section C, [            ] of the Restricted Units (the
“Time-Based Units”) shall become vested on the third (3rd) anniversary of the Time-Based Vesting Commencement Date (such vesting date, the “Time 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”), and Section (B)(ii) (the “Recurrent Consumer Spending Performance-Based Units” and together with the TSR 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 [            ], and the maximum number of TSR Performance-Based Units that shall be
eligible to vest pursuant to this Section B(i) shall be [            ]. Subject to Section C, on the Performance 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 the Performance Measurement Date,
rounded down to the nearest whole TSR Performance-Based Unit. 
 For purposes of the TSR Performance-Based Units, the following definitions
shall apply: 
 The “Peer Group” shall consist of the companies that comprise The
NASDAQ-100 Index on the TSR Reference Date; provided, that (i) subject to clause (iii) below, if a member of the Peer Group ceases to be publicly traded for any reason (including, without
limitation, due to a merger, acquisition or similar corporate transaction which results in such Peer Group member ceasing to be publicly traded) following the TSR Reference Date and prior to the applicable date on which the TSR 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; (ii) in the event of a merger, acquisition or similar
corporate transaction involving a member or members of the Peer Group in which a Peer Group member is the surviving entity and continues to be publicly traded, such surviving entity shall remain a Peer Group member; and (iii) if a member of the
Peer Group becomes bankrupt following the TSR Reference Date and prior to the applicable date on which the TSR 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). 

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: 

  
 A-1 












 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. 
 “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 TSR Reference Price to the TSR Measurement Price on such date. 

“TSR 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, the given date for the definition of TSR Measurement Price will be the
Performance Measurement Date, except as otherwise required as provided in Section C of this Annex A. For purposes of determining the TSR Measurement Price, the value of dividends and other distributions will be treated as having been reinvested in
additional shares of Common Stock or the common stock of a Peer Group company, as applicable, on the ex-dividend date. In addition, for purposes of determining the TSR Measurement Price, the Committee may make
equitable and proportionate adjustments if and to the extent necessary to address the impact of stock splits or similar changes in capitalization. 

“TSR Reference Date” shall mean [    ], 2022. 

“TSR 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) the TSR Reference Date. For purposes of determining the TSR Reference Price, the value of dividends and other distributions will be treated as having been reinvested
in additional shares of Common Stock or the common stock of a Peer Group company, as applicable, on the ex-dividend date. In addition, for purposes of determining the TSR Reference Price, the Committee may
make equitable and proportionate adjustments if and to the extent necessary to address the impact of stock splits or similar changes in capitalization. 

“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-2 












 (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 [            ], 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 [            ]. Subject to Section C,
on the Performance 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 the Performance Measurement Date, rounded down to the nearest whole Recurrent Consumer Spending Performance-Based Unit. 

For purposes of the Recurrent Consumer Spending Performance-Based Units, the following definitions shall apply: 

“Recurrent Consumer Spending” as of a given date shall mean certain net bookings generated by the Company 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 may generally include, without limitation, the sale of virtual currency, add-on content, microtransactions, NFTs, game related subscriptions offered directly by the Company and/or its subsidiaries and similar items, but would 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, 2022 and the three-year average Recurrent Consumer Spending for the fiscal years ending
March 31, 2023, March 31, 2024 and March 31, 2025, while the second table measures three-year average Recurrent Consumer Spending for the fiscal years ending March 31, 2023, March 31, 2024 and March 31, 2025 as a
percentage of three-year average total net bookings for the fiscal years ending March 31, 2023, March 31, 2024 and March 31, 2025, 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. 

 

			
	 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. 

  
 A-3 













			
	 Relative Recurrent Consumer Spending (as a
percentage
of three-year average total net bookings)
	  	 Relative Recurrent Consumer

Spending Vesting Percentage

	 Less than 45%
	  	0%
	 45%
	  	50%
	 50%
	  	100%
	 55% or greater
	  	200%

 In the event that the Relative Recurrent Consumer Spending Growth is less than 45%, 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. 
 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 Time 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 Performance Vesting Date for all TSR Performance-Based Units hereunder and the given date for purposes of the TSR 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 Performance Vesting Date for all Recurrent Consumer Spending Performance-Based Units hereunder, and the target number of such Recurrent Consumer Spending Performance-Based Units (as set forth in Section
B(ii)) 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) and B(ii) 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 (as defined in the Management Agreement) 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. 

  
 A-4 












 (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) and
B(ii) as applicable), shall automatically be forfeited and shall revert back to the Company without compensation to the Participant. 

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.    Other Definitions. 

  
 A-5 












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

“Performance Measurement Date” shall mean [    ], 2025. 

“Performance Vesting Date” shall mean [    ], 2025. 

“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. 
 “Time-Based Vesting Commencement Date” shall mean [    ], 2022. 

“Vesting Date” shall mean, as context requires, one or more Time Vesting Dates and/or the Performance Vesting Date. 

  
 A-6 












 Exhibit C 

RESTRICTED UNIT AGREEMENT 

PURSUANT TO THE 
 TAKE-TWO INTERACTIVE SOFTWARE, INC. 
 2017 STOCK INCENTIVE PLAN 

This Restricted Unit Agreement (this “Agreement”), dated as of     , 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     , and effective as of      (the “Management Agreement”), the Company has agreed
to grant Restricted Units to the Participant. 
 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 [            ] 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 for purposes of this Section 1, 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. 

  
 1 












 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. 
 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. 

  
 2 












 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) 536-3001 

Attention: Chief Legal Officer 

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. 
 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. 

  
 3 












 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. 
 (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.] 

  
 4 












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

			
	COMPANY:
	
	TAKE-TWO INTERACTIVE SOFTWARE, INC.
		
	By:	 	  

		 	Name: Daniel P. Emerson
		 	Title: Chief Legal Officer
	
	 PARTICIPANT:
  

ZELNICKMEDIA CORPORATION

		
	By:	 	  

		 	 Name:
 Title:














 Annex A 

Vesting 

A.    Time-Based Vesting. 

Subject to Section C, [            ] of the Restricted Units (the
“Time-Based Units”) shall become vested in accordance with the following vesting schedule: (i) one-third (1/3rd) of the Time-Based
Units shall vest on the first (1st) anniversary of the Time-Based Vesting Commencement Date; (ii) one-third (1/3rd) of the Time-Based Units shall vest on the second (2nd) anniversary of the Time-Based Vesting Commencement Date; and (iii) one-third (1/3rd) of the Time-Based Units shall vest on the third (3rd) anniversary of the
Time-Based Vesting Commencement Date (each such vesting date, a “Time 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”), and Section (B)(ii) (the “Recurrent Consumer Spending Performance-Based Units” and together with the TSR 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 [            ], and the maximum number of TSR Performance-Based Units that shall be
eligible to vest pursuant to this Section B(i) shall be [            ]. Subject to Section C, on the Performance 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 the Performance Measurement Date,
rounded down to the nearest whole TSR Performance-Based Unit. 
 For purposes of the TSR Performance-Based Units, the following definitions
shall apply: 
 The “Peer Group” shall consist of the companies that comprise The
NASDAQ-100 Index on the TSR Reference Date; provided, that (i) subject to clause (iii) below, if a member of the Peer Group ceases to be publicly traded for any reason (including, without
limitation, due to a merger, acquisition or similar corporate transaction which results in such Peer Group member ceasing to be publicly traded) following the TSR Reference Date and prior to the applicable date on which the TSR 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; (ii) in the event of a merger, acquisition or similar
corporate transaction involving a member or members of the Peer Group in which a Peer Group member is the surviving entity and continues to be publicly traded, such surviving entity shall remain a Peer Group member; and (iii) if a member of the
Peer Group becomes bankrupt following the TSR Reference Date and prior to the applicable date on which the TSR 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). 

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: 

  
 A-1 












 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. 

“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 TSR Reference Price to the TSR Measurement Price on such date. 
 “TSR
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, the given date for the definition of TSR Measurement Price will be the Performance Measurement Date, except as otherwise required as provided in Section C of this Annex A. For purposes of
determining the TSR Measurement Price, the value of dividends and other distributions will be treated as having been reinvested in additional shares of Common Stock or the common stock of a Peer Group company, as applicable, on the ex-dividend date. In addition, for purposes of determining the TSR Measurement Price, the Committee may make equitable and proportionate adjustments if and to the extent necessary to address the impact of stock
splits or similar changes in capitalization. 
 “TSR Reference Date” shall mean [    ],
2022. 
 “TSR 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) the TSR Reference Date. For purposes of determining the TSR Reference Price, the value of dividends and other distributions will be treated as having been
reinvested in additional shares of Common Stock or the common stock of a Peer Group company, as applicable, on the ex-dividend date. In addition, for purposes of determining the TSR Reference Price, the
Committee may make equitable and proportionate adjustments if and to the extent necessary to address the impact of stock splits or similar changes in capitalization.     

“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: 

  
 A-2 













			
	 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. 

(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 [            ], 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 [            ]. Subject to Section C, on the Performance 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 the Performance Measurement Date, rounded down to the nearest whole Recurrent Consumer Spending Performance-Based Unit. 

For purposes of the Recurrent Consumer Spending Performance-Based Units, the following definitions shall apply: 

“Recurrent Consumer Spending” as of a given date shall mean certain net bookings generated by the Company 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 may generally include, without limitation, the sale of virtual currency, add-on content, microtransactions, NFTs, game related subscriptions offered directly by the Company and/or its subsidiaries and similar items, but would 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, 2022 and the three-year average Recurrent Consumer Spending for the fiscal years ending
March 31, 2023, March 31, 2024 and March 31, 2025, while the second table measures three-year average Recurrent Consumer Spending for the fiscal years ending March 31, 2023, March 31, 2024 and March 31, 2025 as a
percentage of three-year average total net bookings for the fiscal years ending March 31, 2023, March 31, 2024 and March 31, 2025, 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. 

 

			
	 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. 

  
 A-3 













			
	 Relative Recurrent Consumer Spending (as a

percentage of three-year average total net bookings)
	  	 Relative Recurrent Consumer

Spending Vesting Percentage

	 Less than 45%
	  	0%
	 45%
	  	50%
	 50%
	  	100%
	 55% or greater
	  	200%

 In the event that the Relative Recurrent Consumer Spending Growth is less than 45%, 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. 
 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 Time 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 Performance Vesting Date for all TSR Performance-Based Units hereunder and the given date for purposes of the TSR 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 Performance Vesting Date for all Recurrent Consumer Spending Performance-Based Units hereunder, and the target number of such Recurrent Consumer Spending Performance-Based Units (as set forth in Section
B(ii)) 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) and B(ii) 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 (as defined in the Management Agreement) 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. 

  
 A-4 












 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) and
B(ii) as applicable), shall automatically be forfeited and shall revert back to the Company without compensation to the Participant. 

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.    Other Definitions. 

  
 A-5 












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

“Performance Measurement Date” shall mean [    ], 2025. 

“Performance Vesting Date” shall mean [    ], 2025. 

“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. 
 “Time-Based Vesting Commencement Date” shall mean [    ], 2022. 

“Vesting Date” shall mean, as context requires, one or more Time Vesting Dates and/or the Performance Vesting Date. 

  
 A-6 












 ANNEX A 

Clawback Policy 
 Recovery of
Improperly-Awarded Incentive Compensation 
 The Company will use commercially reasonable efforts to implement the following policy through the insertion
of contractual provisions in new agreements with applicable employees and through any amendments that may be entered into after the date of the adoption of this policy on November 12, 2010 to existing agreements with Executives (as defined
below). 
 The Board may require the reimbursement of any bonus or incentive compensation awarded to an Executive and/or effect the cancellation of unvested
restricted stock or outstanding stock option awards previously granted to an Executive, in each case, on or after the adoption of this policy on November 12, 2010, but in no event more than four years after the award of such compensation where:
(1) the payment was predicated upon achieving certain financial results that were subsequently determined to have been erroneously reported; (2) the Board determines that the Executive engaged in knowing or intentional fraudulent or
illegal conduct that caused or substantially caused such erroneous reporting to have occurred; and (3) a lower payment would have been made to the Executive based upon the corrected financial results. In each instance, the Board may, to the
extent practicable under applicable law, seek to recover from such Executive on or after the adoption of this policy any amount that was subsequently reduced due to the correction of erroneous reporting and/or effect the cancellation of outstanding
restricted stock or stock option awards previously granted to such Executive on or after the date of the adoption of this policy in the amount by which such Executive’s bonus or incentive payments for the relevant period exceeded the lower
payment that would have been made based on the corrected financial results. 
 The Board shall render a determination pursuant to this policy in each
instance where both an erroneous report of financial results has affected the size of a bonus or incentive compensation awarded to an Executive, and where the Board is aware of credible evidence that the Executive may have engaged in such fraudulent
or illegal conduct. In determining whether to recover a payment, the Board shall take into account such considerations as it deems appropriate, including, without limitation, whether the assertion of a claim against the Executive could violate
applicable law or prejudice the Company’s overall interests and whether other penalties or punishments are being imposed on the Executives, including by third parties, such as law enforcement agencies, regulators or other authorities. The Board
shall have sole discretion in determining whether an Executive’s conduct has or has not met any particular standard of conduct under law of Company policy. Any recovery under this policy may be in addition to any other remedies that may be
available to the Company under applicable law, including disciplinary actions up to and including termination of employment. 
 For purposes of this policy,
the term “Executive” means an “executive officer” as defined in Rule 3b-7 of the Securities Exchange Act of 1934. The right of the Board to assert a recovery claim under this policy shall
not survive the occurrence of a change in control of the Company as defined in the relevant incentive compensation plan. This policy shall apply in addition to any right of recovery against the Chief Executive Officer and the Chief Financial Officer
under Section 304 of the Sarbanes-Oxley Act of 2002. The Board may delegate one or more of the duties or powers described in this policy to one or more committees of the Board consisting of solely independent directors.