THE PLAN.
IF AND TO THE EXTENT THAT THIS AGREEMENT CONFLICTS OR IS
INCONSISTENT WITH THE TERMS, CONDITIONS AND PROVISIONS OF THE PLAN, THE PLAN
SHALL CONTROL, AND THIS AGREEMENT SHALL BE DEEMED TO BE MODIFIED ACCORDINGLY.
THIS AGREEMENT AND THE PLAN CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENTS
BETWEEN THE COMPANY AND THE PARTICIPANT WITH RESPECT TO THE SUBJECT MATTER
HEREOF.
11.
NOTICES.
ANY NOTICE OR COMMUNICATION GIVEN HEREUNDER (EACH A
"NOTICE") SHALL BE IN WRITING AND SHALL BE SENT BY PERSONAL DELIVERY, BY COURIER
OR BY UNITED STATES MAIL (REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID AND
RETURN RECEIPT REQUESTED), TO THE APPROPRIATE PARTY AT THE ADDRESS SET FORTH
BELOW:
If to the Company, to:
Take-Two Interactive Software, Inc.
622 Broadway
New York, New York 10012
Attention:
Facsimile:
If to the Participant, to the address for the Participant on file with the
Company;
or such other address or to the attention of such other person as a party shall
have specified by prior Notice to the other party.
Each Notice will be deemed
given and effective upon actual receipt (or refusal of receipt).
12.
ACCEPTANCE.
AS REQUIRED BY SECTION 8.2(B) OF THE PLAN, THE
PARTICIPANT SHALL FORFEIT THE RESTRICTED STOCK IF THE PARTICIPANT DOES NOT
EXECUTE THIS AGREEMENT WITHIN A PERIOD OF 60 DAYS FROM THE DATE THE PARTICIPANT
RECEIVES THIS AGREEMENT (OR SUCH OTHER PERIOD AS THE COMMITTEE SHALL PROVIDE).
IN THE EVENT THAT THE RESTRICTED STOCK IS NOT ACCEPTED WITHIN SUCH TIME PERIOD,
THIS AGREEMENT SHALL BE NULL AND VOID AB INITIO AND THIS AWARD OF RESTRICTED
STOCK SHALL NOT BE VALID.
13.
GOVERNING LAW.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY
AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE DOMESTIC LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
14.
CONSENT TO JURISDICTION.
IN THE EVENT OF ANY DISPUTE, CONTROVERSY OR
CLAIM BETWEEN THE COMPANY OR ANY AFFILIATE AND THE PARTICIPANT IN ANY WAY
CONCERNING, ARISING OUT OF OR RELATING TO THE PLAN OR THIS AGREEMENT (A
"DISPUTE"), INCLUDING WITHOUT LIMITATION ANY DISPUTE CONCERNING, ARISING OUT OF
OR RELATING TO THE INTERPRETATION, APPLICATION OR ENFORCEMENT OF THE PLAN OR
THIS AGREEMENT, THE PARTIES HEREBY (A) AGREE AND CONSENT TO THE PERSONAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY
AND/OR THE
7
FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE SOUTHERN DISTRICT
OF NEW YORK (COLLECTIVELY, THE "AGREED VENUE") FOR RESOLUTION OF ANY SUCH
DISPUTE, (B) AGREE THAT THOSE COURTS IN THE AGREED VENUE, AND ONLY THOSE COURTS,
SHALL HAVE EXCLUSIVE JURISDICTION TO DETERMINE ANY DISPUTE, INCLUDING ANY
APPEAL, AND (C) AGREE THAT ANY CAUSE OF ACTION ARISING