Summary
Take-Two Interactive Software, Inc. (TTWO) announced a new Management Agreement with ZelnickMedia Corporation, effective January 1, 2018, extending through March 31, 2024. This agreement solidifies the continued engagement of key executives Strauss Zelnick as Executive Chairman and CEO, and Karl Slatoff as President, through ZelnickMedia's provision of financial and management consulting services. The agreement outlines a base monthly management fee of $258,333.33, along with an annual bonus opportunity tied to company performance, with potential bonuses ranging up to $7.44 million annually. Significant equity awards in the form of time-based and performance-based restricted units are also being granted to ZelnickMedia, totaling approximately $19.5 million in initial grant value, with vesting tied to continued service and specific performance metrics. The agreement also introduces restrictions on ZelnickMedia's stock sales and provisions for accelerated vesting under certain termination or change-in-control scenarios.
Key Highlights
- 1New Management Agreement with ZelnickMedia Corporation extends through March 31, 2024, effective January 1, 2018.
- 2Strauss Zelnick to continue as Executive Chairman and CEO, and Karl Slatoff as President, via ZelnickMedia's services.
- 3Annual management fee of $3,099,999.96 ($258,333.33 per month).
- 4Annual bonus opportunity for ZelnickMedia ranges from $0 to $7.44 million, contingent on company performance.
- 5Significant equity awards (restricted units) valued at approximately $19.5 million at grant date are being issued to ZelnickMedia.
- 6Vesting of equity awards is subject to time-based and performance-based metrics, with provisions for accelerated vesting upon certain events.
- 7Restrictions are placed on ZelnickMedia's ability to sell Company stock until March 31, 2024, or a Change in Control.