Exhibit 10.22
Employment Term
Sheet
1. Title:
EVP
2. Reporting:
Chief Executive Officer of
Take-Two Interactive Software, Inc.
(“Take-Two”)
3. Term:
Position to be reviewed no
later than the end of June, 2008 (the “Initial
Period”), review shall include consideration for the role of
Chief Operating Officer of Take-Two (“COO”).
If
the role of COO is offered to you, you will have 30 days to accept
such position (failure to accept or decline such offer within such
30 day period shall be deemed a rejection of such
offer).
4. Termination:
12 months notice of
termination as per current agreement, subject to standard
non-solicitation and no-hire agreements per section 15 of this Term
Sheet.
In
the event that you reject an offer of the COO position, Take-Two
may, at its option, terminate your employment upon 12 months notice
of termination (subject to standard non-solicitation and no-hire
agreements per section 15 of this Term Sheet); provided, however,
that Take-Two may require you to continue working for up to 6
months of such 12 month notice period and you will receive a
payment in lieu of the balance of the 12 months’
notice.
In
the event that Take-Two does not offer you the COO position prior
to the expiration of the Initial Period, you may provide Take-Two
with notice of your election to terminate your employment for good
reason within 30 days following the expiration of the Initial
Period and Take-Two shall have a further period of 30 days from
receipt of such notice to offer you the COO position. If
Take-Two fails to offer you the COO position prior to the
expiration of such 30 day cure period, notice of termination shall
be deemed properly provided on the expiry of the 30 day cure period
and you shall be entitled to a payment in lieu of 12 months’
notice (subject to standard non-solicitation and no-hire agreements
per section 15 of this Term Sheet).
In
connection with any such termination, any equity of Take-Two held
by you that is subject to vesting will continue to vest during such
12 month notice period in accordance with its terms, with all
unvested equity awards being cancelled upon the expiration of such
12 month notice period.
5. Location:
Initially perform position
of EVP from London, UK base until the end of the Initial
Period. At that time, a decision that relocation of base to
Take-Two’s headquarters, currently New York, NY shall be upon
mutual agreement. During Initial Period, you shall travel to New
York
as
often as is reasonably requested or necessary to ensure cohesion,
effective working relationship and involvement of Take-Two
management and corporate team. Other travel as necessary and
appropriate to effectively execute job duties and
responsibilities.
It
is understood by all parties that the position of COO is
contemplated to be based at Take-Two’s headquarters,
currently in New York City. However, relocation to the US from the
UK may be made upon a schedule agreed by both parties, not to
exceed three months from the end of the Initial Period unless
otherwise agreed upon.
6. NY Housing:
Take-Two shall continue to
provide a temporary housing stipend, at current rate of up to
$10,000 per month, until end of June 2008.
7. Salary:
£ 250,000 per
annum
8. Bonus
:
Participation in
Take-Two’s corporate bonus program at a level commensurate
with other Executive Officers, currently the CFO and the General
Counsel. Cash bonus will be based on global, corporate EBITDA
(based on a budgeted EBITDA (“Budget”) determined by
Take-Two and communicated to you within 90 days following the
commencement of each fiscal year). For fiscal year 2008,
target cash bonus where actu
