EXHIBIT 10.9
Amendment No. 2 to Employment Agreement dated as of August 1, 2000 (the
"Agreement"), as amended, between Take-Two Interactive Software, Inc. (the
"Employer" or the "Company") and Xxxx X. Xxxxx("Employee").
WHEREAS, the Company and Employee desire to amend the terms of the
Agreement.
NOW, THEREFORE, in consideration of their mutual promises, the Company
and Employee hereby agree as follows:
1. Section I. of the Agreement is hereby amended to extend the Initial
Term until July 31, 2005.
2. Section III. A. of the Agreement is hereby amended by substituting
$600,000 for $400,000.
3. Section III. B. of the Agreement is hereby amended to read as
follows:
"The Employee shall be paid a bonus of $100,000 per fiscal
quarter for each quarter which the Company meets or exceeds First Call Estimates
of earnings per share, provided that any bonus not earned during the year would
be deemed earned and payable if for the entire fiscal year the Company's
earnings per share exceeds the First Call Estimates. In addition, Employee is
entitled to an additional bonus of $250,000 if, at the end of a fiscal year, the
Company's earnings per share exceeds the First Call Estimates by 110%. The
additional $250,000 bonus will be prorated if, and to the extent, the Company's
earning per share exceeded First Call Estimates (i.e., if the Company's earning
per share for the fiscal year was 102% of the First Call Estimates, the Employee
would be entitled to an additional bonus of $50,000). In addition, as an
additional incentive for Employee to continue as Chief Executive Officer and
Chairman of the Company, the Employee shall be paid a cash bonus of $500,000
payable immediately, but subject to a pro rata forfeiture if Xx. Xxxxx resigns
as Chairman of the Board prior to October 31, 2001."
4. The second sentence of Section III. C. is hereby amended to read
as follows:
"The Employee shall be entitled to receive fully vested options to
purchase 100,000 shares of common stock at an exercise price equal to the fair
market value of the common stock."
All other terms and provisions of the Agreement remain unchanged in
full force and effect.
Dated: January 1, 2001 TAKE-TWO INTERACTIVE SOFTWARE, INC.
By:
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Name:
Title:
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Xxxx X. Xxxxx
