Take 2's Finance Exec Contract Change Signals Take Over?
CFO gets amended contract.
Take 2 has issued a statement to the SEC in the USA entitled "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers" and regarding Chief Financial Officer, Lainie Goldstein.
The document includes the statement, "On May 12, 2010, Take-Two Interactive Software, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Lainie Goldstein pursuant to which Ms. Goldstein will continue to serve as Chief Financial Officer of the Company until October 31, 2012."
It then goes into detail regarding Ms Goldstein's salary, to the extent that she "will receive an annual base salary of $575,000 until October 31, 2010. Ms. Goldstein will then receive an annual base salary of $600,000 in the second year of her employment and an annual base salary of $625,000 in the third year of her employment."
All very nice for Ms G'.
However, the filing then enters into several caveats, the most outstanding of which is:
"The Employment Agreement provides that, consistent with her prior employment agreement, upon a change in control of the Company (our emphasis), Ms. Goldstein will be entitled to a retention bonus equal to three months’ base salary upon the closing of the transaction, and three months’ base salary upon the six month anniversary thereof, in each case subject to her continued employment with the Company through the applicable payment date (or an earlier termination by the Company without cause (including a non-renewal of the agreement and as well as her resignation following certain events that will be deemed a termination without cause)."
This is all topped off with, "Ms. Goldstein has agreed not to compete with the Company or solicit any of the Company’s customers or personnel during her employment and for one year following any termination of her employment, all on the terms set forth in the Employment Agreement."
So, does this herald a change of control in the company? Possibly under the aegis of Carl Icahn who recently shook up the T2 board with his own appointments?
The document includes the statement, "On May 12, 2010, Take-Two Interactive Software, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Lainie Goldstein pursuant to which Ms. Goldstein will continue to serve as Chief Financial Officer of the Company until October 31, 2012."
It then goes into detail regarding Ms Goldstein's salary, to the extent that she "will receive an annual base salary of $575,000 until October 31, 2010. Ms. Goldstein will then receive an annual base salary of $600,000 in the second year of her employment and an annual base salary of $625,000 in the third year of her employment."
All very nice for Ms G'.
However, the filing then enters into several caveats, the most outstanding of which is:
"The Employment Agreement provides that, consistent with her prior employment agreement, upon a change in control of the Company (our emphasis), Ms. Goldstein will be entitled to a retention bonus equal to three months’ base salary upon the closing of the transaction, and three months’ base salary upon the six month anniversary thereof, in each case subject to her continued employment with the Company through the applicable payment date (or an earlier termination by the Company without cause (including a non-renewal of the agreement and as well as her resignation following certain events that will be deemed a termination without cause)."
This is all topped off with, "Ms. Goldstein has agreed not to compete with the Company or solicit any of the Company’s customers or personnel during her employment and for one year following any termination of her employment, all on the terms set forth in the Employment Agreement."
So, does this herald a change of control in the company? Possibly under the aegis of Carl Icahn who recently shook up the T2 board with his own appointments?
Companies:
Take 2 Marin
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Comments
John 17 May 2010 15:28
1/1
I don't have much legal experience, but I am about to graduate from law school, and am an investor of TTWO. It seems to me that these terms are simply legal in nature, because change of control in companies may void prior contracts. What this appears to be, is a legal term called "consideration" for the promise to non-compete. Essentially, if she takes the money after a merger, she would be giving up her right to seek employment with a competitor. There are other reasons to think a merger will happen besides standard, mostly boiler-plate, legal clauses in an employment contract.