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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/31/12 Take Two Interactive Software Inc 10-Q 9/30/12 54:6.1M Toppan Merrill-FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 418K 2: EX-10.3 Material Contract HTML 32K 3: EX-10.6 Material Contract HTML 33K 4: EX-31.1 Certification -- §302 - SOA'02 HTML 22K 5: EX-31.2 Certification -- §302 - SOA'02 HTML 22K 6: EX-32.1 Certification -- §906 - SOA'02 HTML 19K 7: EX-32.2 Certification -- §906 - SOA'02 HTML 19K 35: R1 Document and Entity Information HTML 38K 26: R2 Condensed Consolidated Balance Sheets HTML 127K 33: R3 Condensed Consolidated Balance Sheets HTML 38K (Parenthetical) 37: R4 Condensed Consolidated Statements of Operations HTML 92K 49: R5 Condensed Consolidated Statements of Comprehensive HTML 46K Loss 27: R6 Condensed Consolidated Statements of Cash Flows HTML 110K 32: R7 Basis of Presentation and Significant Accounting HTML 33K Policies 24: R8 Discontinued Operations HTML 31K 18: R9 Management Agreement HTML 24K 50: R10 Fair Value Measurements HTML 32K 39: R11 Inventory HTML 25K 38: R12 Software Development Costs and Licenses HTML 27K 43: R13 Accrued Expenses and Other Current Liabilities HTML 28K 44: R14 Long-Term Debt HTML 67K 42: R15 Earnings (Loss) Per Share (''Eps'') HTML 33K 45: R16 Segment and Geographic Information HTML 49K 34: R17 Commitments and Contingencies HTML 22K 36: R18 Basis of Presentation and Significant Accounting HTML 49K Policies (Policies) 41: R19 Discontinued Operations (Tables) HTML 29K 54: R20 Fair Value Measurements (Tables) HTML 25K 47: R21 Inventory (Tables) HTML 22K 29: R22 Software Development Costs and Licenses (Tables) HTML 25K 40: R23 Accrued Expenses and Other Current Liabilities HTML 27K (Tables) 31: R24 Long-Term Debt (Tables) HTML 56K 15: R25 Earnings (Loss) Per Share ("Eps") (Tables) HTML 26K 48: R26 Segment and Geographic Information (Tables) HTML 43K 51: R27 Basis of Presentation and Significant Accounting HTML 30K Policies (Details) 21: R28 Basis of Presentation and Significant Accounting HTML 32K Policies (Details 2) 20: R29 Discontinued Operations (Details) HTML 43K 22: R30 Management Agreement (Details) HTML 70K 23: R31 Fair Value Measurements (Details) HTML 25K 25: R32 Inventory (Details) HTML 28K 14: R33 Software Development Costs and Licenses (Details) HTML 27K 46: R34 Accrued Expenses and Other Current Liabilities HTML 47K (Details) 28: R35 Long-Term Debt (Details) HTML 216K 30: R36 Earnings (Loss) Per Share ("Eps") (Details) HTML 67K 16: R37 Segment and Geographic Information (Details) HTML 27K 53: R38 Segment and Geographic Information (Details 2) HTML 27K 52: XML IDEA XML File -- Filing Summary XML 73K 19: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 490K 8: EX-101.INS XBRL Instance -- ttwo-20120930 XML 854K 10: EX-101.CAL XBRL Calculations -- ttwo-20120930_cal XML 155K 13: EX-101.DEF XBRL Definitions -- ttwo-20120930_def XML 1.06M 11: EX-101.LAB XBRL Labels -- ttwo-20120930_lab XML 3.56M 12: EX-101.PRE XBRL Presentations -- ttwo-20120930_pre XML 1.58M 9: EX-101.SCH XBRL Schema -- ttwo-20120930 XSD 274K 17: ZIP XBRL Zipped Folder -- 0001047469-12-009896-xbrl Zip 210K
Exhibit 10.6
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (“Second Amendment”), dated as of August 27, 2012, is entered into by and between Lainie Goldstein (the “Employee”) and Take-Two Interactive Software, Inc. (the “Employer” or the “Company”).
WHEREAS the Employee and the Employer desire to amend the terms of Employee’s May 12, 2010 Employment Agreement, including the First Amendment thereto dated October 25, 2010, (collectively, the “Employment Agreement”);
NOW, THEREFORE, in consideration of their mutual promises, Employee and the Company hereby agree to this Second Amendment to the Employment Agreement as follows:
1. Section 1 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
a. The Employee and Company agree to extend the term of the Employment Agreement for a period commencing on November 1, 2012 and continuing through March 31, 2013 (the “Extension Period”). After the Extension Period, this Agreement shall be renewable automatically for successive one-year periods (each such period being referred to as a “Renewal Term” and together with the Extension Period referred to as the “Term”), unless, at least ninety (90) days prior to the expiration of the Extension Period or any Renewal Term, either the Employee or the Employer gives written notice that employment will not be renewed (as the case may be, a “Notice of Non-Renewal”).
2. Employee shall receive a two percent (2 %) increase in Salary effective at the start of each Renewal Term that Employee is employed by the Company beginning with the Renewal Term commencing on April 1, 2013.
3. Sections 3(b) and (c) of the Employment Agreement are hereby respectively amended and restated in their entirety to read as follows:
a. The Employee shall be eligible to receive an annual bonus (“Bonus”) with respect to each Fiscal Year that Employee is employed by the Company based upon the EBITDA of the Company (defined as GAAP Net Income recorded for the Company, adding back in Interest, Depreciation, Amortization and Tax expenses) as compared to the Company’s budgeted EBITDA as follows:
Actual EBITDA |
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Annual Bonus |
Less than 80% of the Budget |
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No bonus earned |
80% - 100% of the Budget |
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* 0% - 70% of Salary |
100% - 120% of the Budget |
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* 70% - 100% of Salary |
120% - 150% of the Budget |
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* 100% - 140% of Salary |
Greater than 150% of the Budget |
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Capped at 140% of Salary |
*The Bonus in this range will be determined based on a proportional sliding scale. Target bonus is 70% of Salary.
The budgeted EBITDA for the Company with respect to each Fiscal Year shall be determined by the Board after good faith consultation with the Employee and in accordance with past practices and shall be communicated to the Employee in writing within 45 days following the commencement of each such Fiscal Year. The actual EBITDA with respect to each Fiscal Year shall be calculated by the Company in the same manner as the budgeted EBITDA for such Fiscal Year and shall be communicated to the Employee in writing within 60 days following the end of such Fiscal Year.
b. The Bonus, if any, for any Fiscal Year shall be paid within 90 days following the end of such Fiscal Year, provided that the Employee is employed by the Company on such date and subject to the provisions of Section 6(c) of the Employment Agreement.
4. The Employee shall receive a one-time grant of 444,068 shares of the Company’s restricted common stock (the “One-Time Grant”). The One-Time Grant will be subject to the terms and conditions of the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan (the “Stock Plan”) and the applicable grant letter. The One-Time Grant will be made on the fifth trading day following the filing of the Company’s quarterly report on Form 10-Q for the quarter ending September 30, 2012 (the “Grant Date”) and will vest in six annual installments commencing on March 31, 2013 subject to stock price thresholds measured from the date of this Second Amendment, as set forth in the applicable grant letter.
5. The Employment Agreement, together with this Second Amendment, comprise the parties’ entire agreement and supersede any and all other agreements, either oral or in writing, between Employee and the Company with respect to Employee’s employment by the Company, and contain all of the covenants and agreements between Employee and the Company with respect to such employment in any manner whatsoever. Any modification or termination of the Employment Agreement, including this Second
Amendment, will be effective only if in writing and signed by both parties. Except as expressly set forth in this Second Amendment, the Employment Agreement and all of its provisions shall continue unchanged, in full force and effect, for the duration of Employee’s employment with the Company.
6. This Second Amendment may be executed by the parties in one or more counterparts, each of which shall be deemed to be an original but all of which taken together constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Photographic, electronically scanned and facsimiles of such signed counterparts may be used in lieu of the originals for any purpose.
TAKE-TWO INTERACTIVE |
EMPLOYEE | ||
SOFTWARE, INC. |
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By: |
/s/ Karl Slatoff |
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/s/ Lainie Goldstein |
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Chief Operating Officer |
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
4/1/13 | 4 | |||
3/31/13 | 10-K | |||
11/1/12 | 4 | |||
Filed on: | 10/31/12 | 8-K | ||
For Period end: | 9/30/12 | |||
8/27/12 | 8-K | |||
10/25/10 | 8-K | |||
5/12/10 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/26/23 Take-Two Interactive Software Inc 10-K 3/31/23 117:16M Workiva Inc Wde… FA01/FA 5/17/22 Take-Two Interactive Software Inc 10-K 3/31/22 112:14M Workiva Inc Wde… FA01/FA 5/19/21 Take-Two Interactive Software Inc 10-K 3/31/21 110:13M Workiva Inc Wde… FA01/FA |