EX-10.2

EX-10.2 3 d64275dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

Take-Two Interactive Software, Inc. Deferred Compensation Plan

Adoption Agreement

September 1, 2025


Table of Contents

1.01	Preamble	1

1.02	Plan	1

1.03	Plan Sponsor	1

1.04	Employer	2

1.05	Administrator	2

1.06	Key Employee Determination Dates	2

2.01	Participation	4

3.01	Compensation	5

3.02	Bonuses	5

4.01	Participant Contributions	6

5.01	Employer Contributions	8

6.01	Distributions	11

7.01	Vesting	17

8.01	Unforeseeable Emergency	21

9.01	Investment Decisions	21

10.01	Trust	21

11.01	Termination Upon Change In Control	22

11.02	Automatic Distribution Upon Change In Control	22

11.03	Change In Control	22

12.01	Governing State Law	22

Appendix A		24


		i

1.01 Preamble

By the execution of this Adoption Agreement the Plan Sponsor hereby [complete (a) or (b)]


(a)	☒	adopts a new plan as of September 1, 2025.

(b)	☐	amends and restates its existing plan as of [month, day, year] which is the Amendment Effective Date. Except as otherwise provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Effective Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Effective Date.

		Original Effective Date: [month, day, year]

		Pre-409A Grandfathering: ☐ Yes ☐ No

By executing this Adoption Agreement, the Plan Sponsor (as defined below) has adopted the Plan (as defined below) consisting of the Basic Plan Document along with this Adoption Agreement (and any exhibits or schedules attached hereto). The Plan Sponsor, by completing this Adoption Agreement has made the specific choices regarding plan design as set forth in the Adoption Agreement together with the detailed additional provisions set out in the Basic Plan Document. All capitalized terms used in this Adoption Agreement have the same meaning given in the Basic Plan Document.

1.02 Plan


		Plan Name:		Take-Two Interactive Software, Inc. Deferred Compensation Plan

		Plan Year:		01/01 to 12/31

1.03 Plan Sponsor


	Name:	Take-Two Interactive Software, Inc.

	Address:	110 W 44^thStreet New York, NY 10036

	EIN #:	51-0350842

	Fiscal Year:	04/01 to 03/31

Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on an established securities market? ☒ Yes ☐ No


Take-Two Interactive Software, Inc. Deferred Compensation Plan		1

1.04 Employer

The following entities have been authorized by the Plan Sponsor to participate in and have adopted the Plan [insert “Not Applicable” if none have been authorized]:


Entity	Publicly Traded on Est. Securities Market
	Yes	No
Rockstar Games, Inc.	☐	☒
Rockstar New England, Inc.	☐	☒
Firaxis Games, Inc.	☐	☒
Rockstar San Diego, Inc.	☐	☒
2K Games, Inc	☐	☒
2K Vegas	☐	☒
Cat Daddy, LLC	☐	☒
Gearbox Development Services LLC	☐	☒
Gearbox Software LLC	☐	☒
Ghost Software LLC	☐	☒
Take-Two Interactive Software, Inc.	☒	☐
Take-Two Las Vegas LLC	☐	☒
Visual Concepts Entertainment	☐	☒
Zynga Inc.	☐	☒

1.05 Administrator

The Plan Sponsor has designated the following party or parties to be responsible for the administration of the Plan:


		Name: Take-Two Interactive Software, Inc.

		Address: 110 W 44^thStreet New York, NY 10036

1.06 Key Employee Determination Dates

The Employer has designated December 31^st as the Identification Date for purposes of determining Key Employees.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		2

In the absence of a designation, the Identification Date is December 31.

The Employer has designated April 1^st as the effective date for purposes of applying the six month delay in distributions to Key Employees.

In the absence of a designation, the effective date is the first day of the fourth month following the Identification Date.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		3

2.01 Participation


(a)	☒	Employees [complete (i), (ii) or (iii)]

	(i)	☐	Eligible Employees are selected by the Employer.

	(ii)	☒	Eligible Employees are those employees of the Employer who satisfy the following criteria:

			U.S.-based

			Compensation/Job Grade E10 or higher







	(iii)	☐	Employees are not eligible to participate.

(b)	☒	Directors [complete (i), (ii) or (iii)]

	(i)	☐	All Directors are eligible to participate.

	(ii)	☒	Only Directors selected by the Employer are eligible to participate.

	(iii)	☐	Directors are not eligible to participate.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		4

3.01 Compensation

For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the following manner [complete (a) or (b) and select (c) and/or (d), if applicable]:


(a)	☒	Compensation is defined as:

		Annual Cash Bonus Awards paid to the Participant by the Employer under the terms of the applicable Annual Incentive Plan.

(b)	☒	Compensation as defined in Take-Two Interactive Software, Inc. 401(k) Plan without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year.

(c)	☒	Director Compensation is defined as:

		Board of Director Cash Retainer

		Meeting Fees paid in Cash

(d)	☒	Compensation shall, for all Plan purposes, be limited to $1,000,000.

(e)	☐	Not Applicable.

3.02 Bonuses

Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following type of bonuses that will be the subject of a separate deferral election:


	[Will be treated as]
Type	Performance Based Compensation

	Yes	No
Annual Cash Bonus Awards paid to the Participant by the Employer under the terms of the applicable Annual Incentive Plan	☒	☐

	☐	☐

☐ Not Applicable.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		5

4.01 Participant Contributions

If Participant contributions are permitted, complete (a) and (b). Otherwise complete (c).

(a) Amount of Deferrals

A Participant may elect within the period specified in Section 4.01(b) of the Adoption Agreement to defer the following amounts of remuneration. For each type of remuneration listed, complete “dollar amount” and/or “percentage amount”.

(i)

Compensation other than Bonuses [do not complete if you complete (iii)]



	Dollar Amount		% Amount		Increment

Type of Remuneration	Min	Max	Min	Max

Base Salary			1%	50%	1%

Note: The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%.

(ii)

Bonuses [do not complete if you complete (iii)]



	Dollar Amount		% Amount		Increment

Type of Bonus	Min	Max	Min	Max

Cash Bonus			1%	90%	1%

			%	%	%

			%	%	%

(iii)

Compensation [do not complete if you completed (i) and (ii)]



Dollar Amount		% Amount		Increment
Min	Max	Min	Max	Increment

		%	%	%


Take-Two Interactive Software, Inc. Deferred Compensation Plan		6

(iv)

Director Compensation



	Dollar Amount		% Amount		Increment

Type of Compensation	Min	Max	Min	Max

Board of Director Cash Retainer or Meeting Fees paid in Cash			1%	100%	1%

Other:			%	%	%

Other:			%	%	%

(b) Election Period


	(i)	Performance Based Compensation

		A special election period

		☒ Does

		☐ Does Not

		apply to each eligible type of performance based compensation referenced in Section 3.02 of the Adoption Agreement.

		The special election period, if applicable, will be determined by the Employer.

	(ii)	Newly Eligible Participants

		An employee who is classified or designated as an Eligible Employee during a Plan Year

		☒ May

		☐ May Not

		elect to defer Compensation earned during the remainder of the Plan Year by completing a deferral agreement within the 30 day period beginning on the date he or she is eligible to participate in the Plan.

		The special election period, if applicable, will be determined by the Employer.

(c)	No Participant Contributions


Take-Two Interactive Software, Inc. Deferred Compensation Plan		7


		☐	Participant contributions are not permitted under the Plan.

*5.01*	*Employer Contributions*

	If Employer contributions are permitted, complete (a) and/or (b). Otherwise complete (c).

	(a)	Matching Contributions

		(i)	Amount

			For each Plan Year, the Employer shall make a matching contribution on behalf of each Participant who defers Compensation for the Plan Year and satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to [complete the ones that are applicable]:

			(A)	☐	[insert percentage]% of the Compensation the Participant has elected to defer for the Plan Year

			(B)	☐	An amount determined by the Employer in its sole discretion

			(C)	☐	Matching contributions for each Participant shall be limited to $ and/or [insert percentage]% of Compensation

			(D)	☐	Other:





			(E)	☒	Not Applicable [Proceed to Section 5.01(b)]

		(ii)	Eligibility for matching contribution A Participant who defers Compensation for the Plan Year shall receive an allocation of matching contributions determined in accordance with Section 5.01(a)(i) provided he or she satisfies the following requirements [complete the ones that are applicable]:

			(A)	☐	Describe requirements:


Take-Two Interactive Software, Inc. Deferred Compensation Plan		8

(B)

☐

Is selected by the Employer in its sole discretion to receive an allocation of matching contributions

(C)

☐

No requirements

(iii)

Time of Allocation

Matching contributions, if made, shall be treated as allocated [select one]:

(A)

☐

As of the last day of the Plan Year

(B)

☐

At such times as the Employer shall determine in its sole discretion

(C)

☐

At the time the Compensation on account of which the matching contribution is being made would otherwise have been paid to the Participant

(D)

☐

Other:

(b)

Other Contributions

(i)

Amount

The Employer shall make a contribution on behalf of each Participant who satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones that are applicable]:

(A)

☐

An amount equal to [insert percentage]% of the Participant’s Compensation

(B)

☒

An amount determined by the Employer in its sole discretion

(C)

☐

Contributions for each Participant shall be limited to $


Take-Two Interactive Software, Inc. Deferred Compensation Plan		9

(D)

☐

Other:

(E)

☐

Not Applicable [Proceed to Section 6.01]

(ii)

Eligibility for Other Contribution

A Participant shall receive an allocation of other Employer contributions determined in accordance with Section 5.01(b)(i) for the Plan Year if he or she satisfies the following requirements [complete the one that is applicable]:

(A)

☐

Describe requirements:

(B)

☒

Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions

(C)

☐

No requirements

(iii)

Time of Allocation

Employer contributions, if made, shall be treated as allocated [select one]:

(A)

☐

As of the last day of the Plan Year

(B)

☒

At such times or times as the Employer shall determine in its sole discretion

(C)

☐

Other:

(c)

No Employer Contributions

☐

Employer contributions are not permitted under the Plan.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		10

6.01

Distributions

The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the Adoption Agreement except when Section 9.6 of the Plan requires a six month delay for certain distributions to Key Employees of publicly traded companies.

(a)

Timing of Distributions

(i)

All distributions shall commence in accordance with the following [choose one]:

(A)

☒

As soon as administratively feasible following the distribution event but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d).

(B)

☐

Monthly on specified day [insert day]

(C)

☐

Annually on specified month and day [insert month and day]

(D)

☐

Calendar quarter on specified month and day [insert month and day] [insert numerical quarter 1, 2, 3, or 4]

(ii)

The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:

(A)

☒

Event Delay – Distribution events other than those based on Specified Date will be treated as not having occurred for six (6) months

(B)

☐

Hold Until Next Year – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases

(C)

☒

Immediate Processing – The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:

Disability, Death, Change in Control

(D)

☐

Not applicable


Take-Two Interactive Software, Inc. Deferred Compensation Plan		11

(b)

Distribution Events

(i)

Participant Contributions under Section 4.01(a)

Participants may elect the following payment events and the associated form or forms of payment. If multiple events for each year are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5, 7, 9).



			Lump Sum	Installments

(A)	☒	Specified Date	☒	2-5 years

(B)	☐	Specified Age	☐	years

(C)	☐	Separation from Service	☐	years

(D)	☒	Separation from Service plus 6 months	☒	2-10 years

(E)	☐	Separation from Service plus months [not to exceed months]	☐	years

(F)	☐	Retirement	☐	years

(G)	☐	Retirement plus 6 months	☐	years

(H)	☐	Retirement plus 12 months	☐	years

(I)	☐	Disability	☐	years

(J)	☐	Death	☐	years

(K)	☐	Change in Control	☐	years

The minimum deferral period for Specified Date or Specified Age event shall be two (2) years.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		12

Installments may be paid [select each that applies]

☐ Monthly

☐ Quarterly

☐ Semi-Annually

☒ Annually

(ii)

Employer Contributions under Section 5.01(a) and (b)



			Lump Sum	Installments

(A)	☒	Specified Date	☒	2-5 years

(B)	☐	Specified Age	☐	years

(C)	☐	Separation from Service	☐	years

(D)	☒	Separation from Service plus 6 months	☒	2-10 years

(E)	☐	Separation from Service plus months [not to exceed months]	☐	years

(F)	☐	Retirement	☐	years

(G)	☐	Retirement plus 6 months	☐	years

(H)	☐	Retirement plus 12 months	☐	years

(I)	☐	Disability	☐	years

(J)	☐	Death	☐	years

(K)	☐	Change in Control	☐	years


Take-Two Interactive Software, Inc. Deferred Compensation Plan		13

The minimum deferral period for Specified Date or Specified Age event shall be two (2) years.

Installments may be paid [select each that applies]

☐ Monthly

☐ Quarterly

☐ Semi-Annually

☒ Annually

(d) Payment Election Override

Payment of the remaining vested balance of the Participant’s Account will automatically occur at the time specified in Section 6.01(a) of the Adoption Agreement in the form indicated upon the earliest to occur of the following events [check each event that applies and for each event include only a single form of payment]:


Events	Form of Payment
	Lump Sum	Installments

☐ Separation from Service	☐

☐ Separation from Service before Retirement	☐

☒ Death	☒

☒ Disability	☒

☐ Not Applicable	☐


Take-Two Interactive Software, Inc. Deferred Compensation Plan		14

(e) Involuntary Cashouts


		☒		If the Participant’s vested Account at the time of his or her Separation from Service does not exceed the IRS 402g limit, distribution of the vested Account shall automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan.

		☐		There are no involuntary cashouts.

(f) Retirement



		☐		Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert description of requirements]:





		☒		No special definition of Retirement applies.

(g) Distribution Election Change


		A Participant

		☒		Shall

		☐		Shall Not

be permitted to modify a scheduled Specified Date distribution date and/or payment option in accordance with Section 9.2 of the Plan.

A Participant shall generally be permitted to elect such modification an unlimited number of times for Specified Date elections elected under Section 6.01 of the Adoption Agreement. A Participant shall generally be permitted to elect such modification two times for Separation from Service elections elected under Section 6.01 of the Adoption Agreement.

Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the distribution change election provision.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		15

(h) Frequency of Elections

The Plan Sponsor


		☒		Has

		☐		Has Not

elected to permit annual elections of a time and form of payment for amounts deferred under the Plan. If a single election of a time and/or form of payment is required, the Participant will make such election at the time he or she first completes a deferral agreement which, in all cases, will be no later than the time required by Reg. Sec. 1.409A-2.

(i) Disability

For Purposes of Section 2.11 of the Plan, Disability shall be defined as


		☒		Total disability as determined by the Social Security Administration or the Railroad Retirement Board.

		☐		As determined by the Employer’s long term disability insurance policy.

		☐		As follows [insert description of requirements]:





		☐		Not applicable.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		16

7.1 Vesting

(a) Matching Contributions

The Participant’s vested interest in the amount credited to his or her Account attributable to matching contributions shall be based on the following schedule:



☐	Years of Service	Vesting%

	0	%	[insert “100” if there is immediate vesting]

	1	%

	2	%

	3	%

	4	%

	5	%

	6	%

	7	%

	8	%

	9	%

☐	Other:







☐	Class year vesting applies:




☒	Not applicable.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		17

(b) Other Employer Contributions

The Participant’s vested interest in the amount credited to his or her Account attributable to Employer contributions other than matching contributions shall be based on the following schedule:


☐	Years of Service	Vesting%

	0	%	[insert “100” if there is immediate vesting]

	1	%

	2	%

	3	%

	4	%

	5	%

	6	%

	7	%

	8	%

	9	%

☒	Other:

	Vesting will be determined by the Employer at the time of contribution.



☐	Class year vesting applies:



☐	Not applicable.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		18



	The Participant’s vested interest in his or her Account will automatically be 100% upon the occurrence of the following events [select the ones that are applicable]:

	(i)	☒	Death.

	(ii)	☒	Disability.

	(iii)	☒	Change in Control.

	(iv)	☐	Eligibility for Retirement.

	(v)	☐	Other:





	(vi)	☐	Not applicable.

(d) Years of Service

	(i) A Participant’s Years of Service shall include all service performed for the Employer and

		☒	Shall

		☐	Shall Not

		include service performed for the Related Employer.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		19

(ii)

Years of Service shall also include service performed for the following entities:

(iii)

Years of Service shall be determined in accordance with [select one]:

(A)

☒

The elapsed time method in Treas. Reg. Sec. 1.410(a)-7

(B)

☐

The general method in DOL Reg. Sec. 2530.200b-1 through b-4

(C)

☐

Participant’s Years of Service credited under:

[insert name of plan]

(D)

☐

Other:

(iv)

☐

Not applicable.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		20



*8.01 Unforeseeable Emergency*

	(a)	A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:

		☒	Will

		☐	Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01]

		be allowed.

	(b)	Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder of the Plan Year:

		☒	Will

		☐	Will Not

		be cancelled. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.

*9.01 Investment Decisions*

	Investment decisions regarding the hypothetical amounts credited to a Participant’s Account shall be made by [select one]:

	(a)	☒	The Participant or his or her Beneficiary

	(b)	☐	The Employer

*10.01 Trust*

	The Employer [select one]:

	☒	Does

	☐	Does Not

	intend to establish a trust as provided in Article 11 of the Plan.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		21

11.01 Termination Upon Change In Control


		The Plan Sponsor

		☒		Reserves

		☐		Does Not Reserves

		the right to terminate the Plan and distribute all vested amounts credited to Participant Accounts upon a Change in Control as described in Section 9.7.

11.02 Automatic Distribution Upon Change In Control


		Distribution of the remaining vested balance of each Participant’s Account

		☒		Shall

		☐		Shall Not

		automatically be paid as a lump sum payment upon the occurrence of a Change in Control as provided in Section 9.7.

11.03 Change In Control


A Change in Control for Plan purposes includes the following in addition to the definition of Change of Control set forth in the Base Plan Document [select each definition that applies]:

(a)	☒	A change in the ownership of the Employer as described in Section 9.7 of the Plan.

(b)	☒	A change in the effective control of the Employer as described in Section 9.7 of the Plan.

(c)	☒	A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7 of the Plan.

(d)	☐	Not Applicable.

12.01 Governing State Law


		The laws of Delaware shall apply in the administration of the Plan to the extent not preempted by ERISA.


Take-Two Interactive Software, Inc. Deferred Compensation Plan		22

Execution Page

The Plan Sponsor has caused this Adoption Agreement to be executed this 5th day of September 2025.



		Plan Sponsor:		Take-Two Interactive Software, Inc.

		By:		/s/ Chris Casazza

		Title:		EVP & CHRO


Take-Two Interactive Software, Inc. Deferred Compensation Plan		23

Appendix A

Special Effective Dates

Not Applicable


Take-Two Interactive Software, Inc. Deferred Compensation Plan		24