Exhibit 10.3
Restricted Stock Award — Non-Employee
Directors
RESTRICTED STOCK
AGREEMENT
PURSUANT TO THE
TAKE-TWO INTERACTIVE SOFTWARE,
INC.
2009 STOCK INCENTIVE
PLAN
THIS AGREEMENT (the “
Agreement ”) , made as of the
day of
,
20 , by and between
Take-Two Interactive Software, Inc.(the “ Company
”) and
(the “ Participant ”).
W I T N E S S E T
H :
WHEREAS , the Company has adopted the Take-Two
Interactive Software, Inc. 2009 Stock Incentive Plan (the
“ Plan ”), a copy of which has been delivered to
the Participant, which is administered by the Compensation
Committee (the “ Committee ”) of the
Company’s Board of Directors (the “ Board
”); and
WHEREAS, pursuant to Section 8.1 of the Plan, the
Committee may grant to Non-Employee Directors shares of the
Company’s common stock, par value $0.01 per share (“
Common Stock ”); and
WHEREAS, such shares of Common Stock granted to the
Participant hereunder are to be subject to certain restrictions
prior to the vesting thereof.
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 Shares
. Subject to the
restrictions, terms and conditions of this Agreement, the Company
granted to the Participant on
,
20 (the “
Grant Date ”)
[ ]
shares of duly authorized, validly issued, fully paid and
non-assessable Common Stock (the “ Shares ”). If the
Participant is a new director, to the extent required by law, the
Participant shall pay to the Company the par value ($0.01) for each
Share awarded to the Participant simultaneously with the execution
of this Agreement. Pursuant to Sections 2, 3(c) and
3(d) hereof, the Shares are subject to certain transfer
restrictions and possible risk of forfeiture. While such
restrictions are in effect, the Shares subject to such restrictions
shall be referred to herein as “Restricted
Stock.”
2.
Restrictions on
Transfer .
The
Participant shall not sell, transfer, pledge, hypothecate, assign
or otherwise dispose of the Restricted Stock, except as set forth
in the Plan or this Agreement. Any attempted sale, transfer,
pledge, hypothecation, assignment or other disposition of the
Restricted Stock in violation of the Plan or this Agreement shall
be void and of no effect and the Company shall have the right to
disregard the same on its books and records and to issue
“stop transfer” instructions to its transfer
agent.
3.
Restricted Stock
.
(a)
Retention of
Certificates .
Promptly
after the date of this Agreement, the Company shall issue stock
certificates representing the Restricted Stock unless it elects to
recognize such ownership through book entry or another similar
method pursuant to Section 8 herein. The stock
certificates shall be registered in the Participant’s name
and shall bear any legend required under the Plan or
Section 4(a) of this Agreement. Unless held in book
entry form, such stock certificates shall be held in custody by the
Company (or its designated agent) until the restrictions thereon
shall have lapsed. Upon the Company’s request, the
Participant shall deliver to the Company a duly signed stock power,
endorsed in blank, relating to the Restricted Stock. If the
Participant receives a stock dividend or extraordinary cash
dividend on the Restricted Stock or the shares of Restricted Stock
are split or the Participant receives any other shares, securities,
moneys or property representing a dividend on the Restricted Stock
(other than regular cash dividends on and after the date of this
Agreement) or representing a distribution or return of capital upon
or in respect of the Restricted Stock or any part thereof, or
resulting from a split-up, reclassification or other like changes
of the Restricted Stock, or otherwise received in exchange
therefor, and any warrants, rights or options issued to the
Participant in respect of the Restricted Stock (collectively
“RS Property”), the Participant will also immediately
deposit with and deliver to the Company any of such RS Property,
including any certificates representing shares duly endorsed in
blank or accompanied by stock powers duly executed in blank, and
such RS Property shall be subject to the same restrictions,
including that of this Section 3(a), as the Restricted Stock
with regard to which they are issued and shall herein be
encompassed within the term “Restricted
Stock.”
(b)
Rights with Regard to Restricted
Stock .
The
Participant will have the right to vote the Restricted Stock, to
receive and retain any dividends payable to holders of Shares of
record on and after the transfer of the Restricted Stock (although
such dividends shall be treated, to the extent required by
applicable law, as additional compensation for tax purposes if paid
on Restricted Stock and stock dividends will be subject to the
restrictions provided in Section 3(a)), and to exercise all
other rights, powers and privileges of a holder of Common Stock
with respect to the Restricted Stock set forth in the Plan, with
the exceptions that: (i) the Participant will not be
entitled to delivery of the stock certificate or certificates
representing the Restricted Stock until the Restriction Period
shall have expired; (ii) the Company (or its designated agent)
will retain custody of the stock certificate or certificates
representing the Restricted Stock and the other RS Property during
the Restriction Period; (iii) no RS Property shall bear
interest or be segregated in separate accounts during the
Restriction Period; and (iv) the Participant may not sell,
assign, transfer, pledge, exchange, encumber or dispose of the
Restricted Stock during the Restriction Period.
(c)
Vesting .
(i)
The Restricted Stock shall become
vested and cease to be Restricted Stock, and accordingly, the
restrictions contained in Sections 2, 3(a) and 3(b) shall
no longer apply (but the Shares shall remain subject to
Section 5) pursuant to the following schedule, which shall be
cumulative; provided that the Participant has not had a Termination
at any time prior to the applicable vesting date:
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Vesting Date
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Number of Shares
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(ii)
There shall be no proportionate or
partial vesting in the periods prior to each vesting date and all
vesting shall occur only on the appropriate vesting date; provided
that no Termination has occurred prior to such date.
(iii)
In the event of a Change in Control
or in the event that the Participant ceases to be a member of the
Board for any of the following reasons: (x) the Participant
runs for re-election as a director at an Annual Meeting of the
Company’s stockholders and is not re-elected or (y) the
Participant is willing to stand for re-election at an Annual
Meeting of the Company’s stockholders and is not nominated by
the Board to run for re-election, then all unvested Shares shall
immediately vest upon the happening of any such events.
(iv)
When any Shares of Restricted Stock
become vested, the Company shall promptly issue and deliver, unless
the Company is using a book entry or similar method pursuant to
Section 8, in which case the Company shall upon the
Participant’s request promptly issue and deliver, to the
Participant a new stock certificate registered in the name of the
Participant for such Shares without the legend set forth in
Section 4(a) hereof and deliver to the Participant such
Shares and any related other RS Property (all of which is included
in the term Restricted Stock), in each case free of all liens,
claims and other encumbrances (other than those created by the
Participant), subject to applicable withholding taxes.
(d)
Termination
. Except as set forth in
Section 3(c)(iii) or unless otherwise provided in a
written agreement between the Participant and the Company or any of
its Affiliates in effect on the date hereof, upon a Termination for
any reason the Participant shall forfeit to the Company, without
compensation, other than repayment of any par value paid by the
Participant for such Shares (if any), any and all Restricted Stock
(but no vested Shares) and RS Property.
(e)
Withholding
. The Participant shall
be solely responsible for all applicable foreign, federal, state,
provincial and local taxes with respect to the Restricted Stock;
provided, however, that at any time the Company is required to
withhold any such taxes, the Participant shall pay, or make
arrangements to pay, in a manner satisfactory to the Company, an
amount equal to the amount of all applicable federal, state and
local or foreign taxes that the Company is required to withhold at
any time. In the absence of such arrangements, the Company or
one of its Affiliates shall have the right to withhold such taxes
from any amounts payable to the Participant, including, but not
limited to, the right to withhold Shares otherwise deliverable to
the Participant hereunder. In addition, any statutorily
required withholding obligation may be satisfied, as determined in
the Committee’s sole discretion, in whole or in part, at the
Participant’s election, in the form and manner prescribed by
the Committee, by delivery of Shares of Common Stock to the Company
(including Shares issuable under this Agreement) equal to the
statutorily required withholding obligation.
(f)
Section 83(b)
. If the Participant
properly elects (as permitted by Section 83(b) of the
Code) within 30 days after the Grant
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