8-KMaterial AgreementsExhibits & Filings

TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Material Agreement (May 6, 2005)

Filed May 6, 2005For Securities:TTWO

Summary

Take-Two Interactive Software, Inc. (TTWO) filed an 8-K on May 6, 2005, to announce a material definitive agreement: a three-year employment contract with Paul Eibeler, who will serve as Chief Executive Officer and President. This agreement outlines Eibeler's compensation, including an annual salary of $750,000 and a performance-based bonus up to 100% of his salary. It also details provisions for severance in case of termination without cause or upon a change of control, alongside a grant of 75,000 restricted shares contingent on shareholder approval. The employment agreement signifies a commitment to leadership stability and incentivizes Eibeler's performance through performance-based bonuses and stock awards. Investors should note the specific terms of Eibeler's compensation and severance, which provide a financial cushion for executive departure under certain circumstances. The need for shareholder approval for the restricted stock grant indicates a governance process that requires broader input for significant equity awards.

Key Highlights

  • 1Take-Two Interactive Software, Inc. entered into a three-year employment agreement with Paul Eibeler, appointing him CEO and President.
  • 2Paul Eibeler's annual salary is set at $750,000.
  • 3A performance-based bonus of up to 100% of salary is stipulated, contingent on achieving agreed-upon performance targets.
  • 4Mr. Eibeler will receive a grant of 75,000 restricted shares, vesting over three years, subject to shareholder approval.
  • 5The agreement includes a 12-month salary continuation provision if Eibeler is terminated without cause.
  • 6A severance package equivalent to 1.5 times salary and bonus is provided in the event of termination due to a change of control.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the entry into a material definitive agreement, specifically a three-year employment contract with Paul Eibeler, the company's Chief Executive Officer and President.

Paul Eibeler's compensation includes an annual salary of $750,000, a performance-based bonus of up to 100% of his salary, and a grant of 75,000 restricted shares (subject to shareholder approval) vesting over three years.

The agreement provides for continued salary payment for twelve months if Mr. Eibeler's employment is terminated without cause. In the event of termination due to a change of control, he is entitled to a lump-sum payment equal to 1.5 times his salary and bonus.

The grant of 75,000 restricted shares is a form of long-term incentive. The requirement for shareholder approval indicates that the company's equity incentive plans require broader authorization for issuing new shares or increasing the pool of shares available for such grants.