EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (this “
Agreement ”)
is entered into on February 14, 2008 (the “
Signing Date ”),
by and between Take-Two Interactive Software, Inc., a Delaware
corporation (the “
Company ”),
and Karl Slatoff (the “
Employee ”).
WITNESSETH :
WHEREAS,
the Company is a party to that certain Management Agreement,
dated as of March 30, 2007, by and between the Company and
ZelnickMedia Corporation (“ZelnickMedia”), as
amended on July 26, 2007 and on February 14, 2008 (as further
amended from time to time following the Signing Date, the
“
Management Agreement ”);
WHEREAS,
the Employee is currently a principal of ZelnickMedia and has
been providing services to the Company on an as needed
basis;
WHEREAS,
simultaneously with the execution of this Agreement, the
Company and ZelnickMedia are entering into the Second
Amendment to Management Agreement (the “
Second Amendment ”),
pursuant to which ZelnickMedia is agreeing to make the Employee
available to serve as an Executive Vice President of the Company
under the terms and conditions of this Agreement which sets forth
the duties of such position and provides for an annual salary of
$1.00;
WHEREAS,
the Company desires to employ the Employee as an Executive
Vice President during the Term (as defined herein) on the
terms and conditions hereinafter set forth; and
WHEREAS,
the Employee is willing to accept such employment on such
terms and conditions.
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and intending to be legally
bound hereby, the Company and the Employee hereby agree as
follows:
1.
Term .
The Company hereby agrees to continue to employ the Employee, and
the Employee hereby agrees to continue to serve the Company, for a
period commencing on the Signing Date and, unless earlier
terminated pursuant to the next sentence or Section 6 below, ending
on the date of termination of the Management Agreement (such period
being herein referred to as the “
Term ”).
2.
Employee Duties .
(a)
During
the Term, the Employee shall serve as an Executive Vice
President of the Company and have the duties and
responsibilities customarily associated with such position in
a company the size and nature of the Company. Employee shall
report directly to the Chief Executive Officer and the
Chairman of the Board of Directors of the Company (the
“
Board ”).
(b)
The
Employee shall devote such amount of his business time,
attention, knowledge and skills as are necessary to
faithfully, diligently and to the best of his ability perform
his duties hereunder in furtherance of the business and
activities of the Company. The principal place of performance
by the Employee of his duties hereunder shall be the
Company’s principal executive offices in New York, New
York, although the Employee may be required from time to time
to travel outside of the area where the Company’s
principal executive offices are located in connection with the
business of the Company. Notwithstanding the foregoing,
nothing in this Agreement shall prevent the Employee from
continuing in his position as a principal of ZelnickMedia and
its affiliates; provided that such activities do not
materially interfere with Employee’s duties and
responsibilities under this Agreement or
create a material conflict of interest with the business of
the Company .
The Employee hereby acknowledges and agrees that the Company
shall have no obligation to pay or provide the Employee any
amounts or benefits beyond the amounts and benefits set forth
in Sections 3, 4 and 5 below, and that the compensation and
benefits provided to the Employee by ZelnickMedia in
connection with his duties as a principal thereof
provide good
and valuable consideration for the performance of his duties
under this Agreement.
3.
Compensation .
During the Term, the Company shall pay the Employee a salary (the
“
Salary ”)
at a rate of $1.00 per annum, payable on the last day of each
fiscal year of the Company. The Employee shall not be entitled to
receive an annual bonus from the Company.
4.
Benefits .
(a)
During
the Term, the Employee shall have the right to receive or
participate in all benefits and plans which the Company may
from time to time institute during such period for its
executive officers and for its employees in general and for
which the Employee is eligible (including the Company’s
Medical Expenses Reimbursement Plan). Nothing paid to the
Employee under any plan or arrangement presently in effect or
made available in the future shall be deemed to be in lieu of
the salary or any other obligation payable to the Employee
pursuant to this Agreement.
(b)
During
the Term, the Employee will be entitled to the number of paid
holidays, personal days off, vacation days and sick leave days
in each calendar year as are determined by the Company from
time to time (provided that in no event shall vacation time be
fewer than four weeks per year). Such vacation may be taken in
the Employee’s discretion at such time or times as are
not inconsistent with the reasonable business needs of the
Company.
5.
Travel Expenses .
All travel and other expenses incident to the rendering of services
reasonably incurred on behalf of the Company by the Employee during
the Term shall be paid by the Company. If any such expenses are
paid in the first instance by the Employee, the Company shall
promptly reimburse him therefor on presentation of appropriate
receipts for any such expenses. All travel and lodging arrangements
shall be made in accordance with Company’s regular policies
and the Management Agreement.
6.
Termination .
Notwithstanding the provisions of Section 1 hereof, the
Employee’s employment with the Company may be earlier
terminated as follows:
(a)
By
action taken by the Board or the Chairman of the Company, the
Employee may be discharged for any reason or no reason
effective as of such time as the Board shall determine. Upon
discharge of the Employee pursuant to this Section 6(a),
the Company shall have no further obligation or duties to the
Employee, except as provided in Section 8(g), and the
Employee shall have no further obligations or duties to the
Company, except as provided in Section 7.
(b)
(i)
In the event of the death of the Employee or (ii) by action
taken by the Board or the Chairman of the Company in the event
of the Employee’s inability, by reason of physical or
mental disability, to continue substantially to perform his
duties hereunder for a period of 180 consecutive days, during
which 180 day period Salary and any other benefits hereunder
shall not be suspended or diminished. Upon any termination of
the Employee’s employment under this Section 6(b), the
Company shall have no further obligations or duties to the
Employee, except as provided in Section 8(g).
7.
Confidentiality; Noncompetition; Nonsolicitation
.
(a)
The
Company and the Employee acknowledge that the services to be
performed by the Employee under this Agreement are unique and
extraordinary and, as a result of such employment, the
Employee will be in possession of confidential information
relating to the business practices of the Company. The term
“confidential information” shall mean any and all
information (oral and written) relating to the Company or any
of its affiliates, or any of their respective activities,
other than such information which can be shown by the Employee
to be in the public domain (such information not being deemed
to be in the public domain merely because it is embraced by
more general information which is in the public domain) other
than as the result of breach of the provisions of this Section
7(a), including, but not limited to, information relating to:
trade secrets, personnel lists, compensation of employees,
financial information, research projects, services used,
pricing, customers, customer lists and prospects, product
sourcing, marketing and selling and servicing. Notwithstanding
the foregoing “confidential information” shall not
include information relating to the general methodology and
mechanics employed by Employee in the performance of his
duties with the Company or that Employee can reasonably
demonstrate was known to him prior to his employment with the
Company. The Employee agrees that he will not, during or after
his termination or expiration of employment hereunder,
directly or indirectly, use, communicate, disclose or
disseminate to any person, firm or corporation any
confidential information regarding the clients, customers or
business practices of the Company acquired by the Employee
during his employment by the Company, without the prior
written consent of the Company. Anything herein to the
contrary notwithstanding, the provisions of this Section 7(a)
shall not apply (i) when disclosure is required by law or by
any court, arbitrator, mediator, administrative or legislative
body (including any committee thereof), or any other
governmental agency with actual or apparent jurisdiction to
order the Employee to disclose or make accessible any
information, (ii) with respect to any other litigation,
arbitration or mediation involving this Agreement, including,
but not limited to, the enforcement of this Agreement, (iii)
as to information that becomes generally known to the public
or within the relevant trade or industry other than due to the
Employee’s violation of this Section or (iv) as to
information that is or becomes available to the Employee on a
non-confidential basis from a source which is entitled to
disclose it to the Employee.
(b)
The
Employee hereby agrees that he shall not, during the period of
his employment and, in the event that the Employee is
terminated for Cause (as defined below) or resigns without
Good Reason (as defined below), for a period of one (1) year
following such employment, within
any county (or adjacent county) in any State within the United
States or territory outside of the United States in which the
Company is engaged in business during the period of the
Employee’s employment or on the date of termination of
the Employee’s employment, engage, have an interest in
or render any services to any business (whether as owner,
manager, operator, licensor, licensee, lender, partner,
stockholder, joint venturer, employee, consultant or
otherwise) directly competitive with the C
