GLOBAL RESTRICTED STOCK PERFORMANCE UNIT AGREEMENT PURSUANT TO THE

Exhibit 10.8

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential. Brackets with triple asterisks denote omissions.

AMENDED AND RESTATED

TAKE-TWO INTERACTIVE SOFTWARE, INC.

2017 STOCK INCENTIVE PLAN

THIS AGREEMENT (the “Agreement”) is made effective as of the Grant Date (as defined below) by and between Take-Two Interactive Software, Inc. (the “Company”) and <<Participant name>> (the “Participant”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (as amended from time to time, the “Plan”), a copy of which has been delivered to the Participant, which is administered by a committee appointed by the Company’s Board of Directors (the “Committee”);

WHEREAS, pursuant to Section 7 of the Plan, the Committee may grant Restricted Stock Units to Eligible Persons under the Plan in respect of Stock (also referred to herein as the “Shares”); and

WHEREAS, the Participant is an Eligible Person under the Plan.

NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1.Grant of Restricted Stock Units. Subject to the restrictions and other conditions set forth herein, the Committee has authorized this grant of Restricted Stock Units to the Participant on <<grant date>> (the “Grant Date”), each representing the right to receive, upon vesting, an amount equal to one (1) share of Stock.

2.Vesting and Settlement. The Restricted Stock Units shall become vested in accordance with the terms set forth on Annex A attached hereto.

(a)Notwithstanding anything herein (including Annex A) to the contrary, the Restricted Stock Units shall become vested at such earlier times, if any, as provided in the Plan, any written equity award side letter between the Company and the Participant, or Participant Agreement that is in effect on the Grant Date and that is applicable to the Restricted Stock Units granted herein.

(b)Upon the vesting of each Restricted Stock Unit (but no later than 60 days following the Vesting Date), the Participant shall receive one share of Stock. Notwithstanding anything in this Agreement to the contrary, the Company may, in its sole discretion, settle all or a portion of the Restricted Stock Units in an amount in cash equal to (x) the number of Restricted Stock Units subject to vesting multiplied by (y) the closing price of the Stock on such Vesting Date on the principal national securities exchange on which the Stock is traded (or, if such Vesting Date is not a trading date, the immediately preceding trading date). Alternatively, the Company may, in its sole discretion, settle all or a portion of the Restricted Stock Units in the form of Shares but require an immediate sale of such Shares (in which case, this Agreement shall give the Company the authority to issue sales instructions on the Participant’s behalf).

3.Termination.

(a)Unless otherwise provided in a written equity award side letter between the Participant and the Company or Participant Agreement in effect on the Grant Date, in the event of a Termination, the Participant shall forfeit to the Company, without compensation, any and all Restricted Stock Units (but no Shares or cash delivered to the Participant prior to such Termination upon settlement of a vested Restricted Stock Unit) and dividends credited to such Restricted Stock Units in accordance with Section 4. Notwithstanding anything to the contrary in the Plan and unless otherwise determined by the Company in its sole discretion, the Participant’s date of Termination shall be the date on which the Participant’s active employment with the Service Recipient ceases and shall not be extended by any statutory or common law notice of termination period unless otherwise required by applicable law.

(b)Notwithstanding anything to the contrary in this Agreement, in the event of the Participant’s Termination by reason of the Participant’s death or Disability (i) prior to the Performance Measurement Date, the target number of Restricted Stock Units eligible to vest pursuant to this Agreement shall vest in full as of the date of such Termination, without regard to or application of the TSR Vesting Percentage, or (ii) after the Performance Measurement Date, but prior to any Vesting Date, any then-unvested Earned Performance-Based RSUs shall vest in full as of the date of such Termination.

(c)Notwithstanding anything to the contrary in this Agreement, in the event of the Participant’s Termination due to a Qualifying Retirement prior to any Vesting Date, the Participant shall remain eligible to vest in the Performance-Based RSUs in accordance with Annex A attached to this Agreement, and with settlement to occur as contemplated by Section 2(b) of this Agreement (such treatment hereinafter being referred to as the “Retirement Benefit”). For purposes of this Agreement, and notwithstanding anything in the Plan to the contrary, “Qualifying Retirement” shall mean the Participant’s Termination at or after attaining (x) age 55, with at least ten (10) years of service to the Company, or (y) age 60, with at least five (5) years of service to the Company, provided that, in either case, the Participant satisfies the Notice Requirement and has executed (and not revoked, if applicable) a waiver and release in a form provided by the Participant’s employer. The Participant must provide six (6) months advanced written notice of a Qualifying Retirement to the Company in accordance with the Company’s then current written procedures (the “Notice Requirement”); provided that the Company may waive all or a portion of the Participant’s notice period in its discretion, and/or Terminate the Participant without Cause prior to expiration of the notice period, in which case, the Participant will remain entitled to the Retirement Benefit (on the same schedule that would have applied if the Notice Requirement had not been waived or if such termination without Cause had not occurred); provided further, that if the Participant is Terminated by the Company for Cause, or as a result of the Participant’s voluntary resignation prior to expiration of the notice period for any reason, the Participant will forfeit their entitlement to the Retirement Benefit upon such Termination.

4.Dividend Equivalents. ▇▇▇▇ dividends shall be credited to a dividend book entry account on behalf of each Participant with respect to each Restricted Stock Unit granted to a Participant as if shares of Stock had been issued, provided that such cash dividends shall not be deemed to be reinvested in shares of Stock and will be held un-invested and without interest and paid in cash if and when the Restricted Stock Unit vests and settles. Stock dividends shall be credited to a dividend book entry account on behalf of each Participant with respect to each Restricted Stock Unit granted to a Participant as if shares of Stock had been issued, provided that the Participant shall not be entitled to such dividend unless and until the Restricted Stock Unit vests and settles.

5.Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares covered by any Restricted Stock Unit unless and until the Participant has become the holder of record of the Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in this Agreement or the Plan.

6.Withholding of Tax-Related Items. Regardless of any action the Company or the Service Recipient takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility, and the Company and the Service Recipient (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units and the release of such Shares to the Participant or the payment of cash underlying the Restricted Stock Units to the Participant, the subsequent sale of any Shares and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. Further, if the Participant becomes subject to taxation in more than one country between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company or the Service Recipient may be required to withhold or account for Tax-Related Items in more than one country.

If the Participant’s country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold any Shares otherwise issuable upon vesting that have an aggregate Fair Market Value sufficient to pay the minimum Tax-Related Items required to be withheld (or an equivalent cash amount, where the Restricted Stock Units are settled in cash). For purposes of the foregoing, no fractional Shares will be withheld or issued pursuant to the grant of the Restricted Stock Units. If the obligation for Tax-Related Items is satisfied by withholding Shares or a portion of the cash proceeds (where the Restricted Stock Units are settled in cash), for tax purposes, the Participant shall be deemed to have been issued the full number of Shares (or the gross amount of the cash payment), notwithstanding that a number of Shares (or a portion of cash proceeds) are withheld solely for the purpose of satisfying any withholding obligations for the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. In addition, where the Restricted Stock Units are settled in Shares, the Company may, on behalf of the Participant, sell a sufficient number of whole Shares issued upon vesting of the Restricted Stock Units having an aggregate Fair Market Value that would satisfy the withholding amount. Alternatively, the Company or the Service Recipient may, in its discretion and subject to applicable law, withhold any amount necessary to pay the Tax-Related Items from the Participant’s regular salary/wages or other amounts payable to the Participant, with no withholding of Shares or cash proceeds payable upon vesting, or may require the Participant to submit payment equivalent to the minimum Tax-Related Items required to be withheld by means of certified check, cashier’s check or wire transfer. In the event the withholding requirements for Tax-Related Items are not satisfied through one of the foregoing methods, no Shares will be released to the Participant (or the Participant’s estate) upon vesting of the Restricted Stock Units (or no cash payment will be made where the Restricted Stock Units are settled in cash) unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by the Participant with respect to the payment of any such Tax-Related Items. By accepting the Restricted Stock Units, the Participant expressly consents to the withholding methods for Tax-Related Items as provided hereunder and/or any other methods of withholding that the Company or the Service Recipient may take and are permitted under the Plan to meet the withholding and/or other requirements as provided under applicable laws, rules and regulations. All other Tax-Related Items related to the Restricted Stock Units shall be the sole responsibility of the Participant.

Notwithstanding the above, if the Participant has entered into in a 10b5-1 trading plan, withholding of the Tax-Related Items may be satisfied as provided for under such 10b5-1 trading plan.

Recipient (including regular salary/wages, bonuses, incentive payments and Shares acquired by the Participant pursuant to any equity compensation plan that are otherwise held by the Company for the Participant’s benefit).

7.Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. By accepting this Agreement as set forth below, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations. Capitalized terms in this Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.

8.Amendment. To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with applicable law and may also amend, suspend or terminate this Agreement subject to the terms of the Plan. Except as otherwise provided in the Plan, no modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

9.Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by regular mail, first class and prepaid, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):

If to the Company, to:

Take-Two Interactive Software, Inc.

▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10036

Attention: Chief Legal Officer

If to the Participant, to the address on file with the Company.

10.Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section.

11.Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of U.S. federal, state or local securities laws, rules, and regulations. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable U.S. federal, state or local securities laws or other laws, rules, or regulations of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

(a)He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act, currently or at the time he or she desires to sell the Shares following the vesting of the Restricted Stock Units, and in this connection the Company is relying in part on his or her representations set forth in this section.

(b)If he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).

(c)If he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

12.Termination Indemnities. The value of the Restricted Stock Units is an extraordinary item of compensation outside the scope of Participant’s basic employment compensation. As such, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments to which the Participant may be otherwise entitled.

13.Discretionary Nature of Plan; No Vested Rights. The Participant acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Restricted Stock Units under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of Restricted Stock Units or other award or benefits in lieu of the Restricted Stock Units in the future. Future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the form of award, the number of Shares subject to an award and the vesting provisions.

14.Commercial Relationship. The Participant expressly recognizes that participation in the Plan and the Company’s grant of the Restricted Stock Units does not create an employment relationship between the Participant and the Company. The Participant has been granted the Restricted Stock Units as a consequence of the commercial relationship between the Company and the Service Recipient, and the Service Recipient is the Participant’s sole employer. Based on the foregoing, the Participant expressly recognizes (a) the Plan and the benefits derived from participation in the Plan do not establish any rights between the Participant and the Service Recipient, (b) the Plan and the benefits derived from participation in the Plan are not part of the employment conditions and/or benefits provided by the Service Recipient, (c) any modifications or amendments of the Plan by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Service Recipient, and (d) the grant of the Restricted Stock Units and this Agreement do not give the Participant the right to continue in employment with the Service Recipient and shall not adversely affect the rights of the Service Recipient to terminate the Participant’s employment with the Service Recipient, with or without cause, at any time.

15.Compliance With Age Discrimination Rules. For purposes of this Agreement, if the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the Restricted Stock Units and the terms and conditions governing the Restricted Stock Units are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the Restricted Stock Units is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the

Company shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

16.Private Placement. The grant of the Restricted Stock Units is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different) but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities.

17.Repatriation and Legal/Tax Compliance Requirements. If the Participant is a resident of or employed in a country other than the United States, the Participant agrees, as a condition of the Restricted Stock Units, to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of the Shares acquired pursuant to the Restricted Stock Units) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company, as may be required to allow the Company to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions that may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

18.Consent to Collection, Processing and Transfer of Personal Data. Pursuant to applicable personal data protection laws, the Company and the Service Recipient hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of the Restricted Stock Units and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s personal data are necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company and the Service Recipient hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Participants’ favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

The Company and the Service Recipient will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Service Recipient may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.

These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.

19.Miscellaneous. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

(a)This Agreement shall be governed and construed in accordance with the laws of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

(b)The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

20.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

21.English Language. The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Restricted Stock Units be drawn up in English. If the Participant has received this Agreement, the Plan or any other documents related to the Restricted Stock Units translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

22.Addendum. Notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) as are forth in the applicable addendum to the Agreement (the “Addendum”). Further, if the Participant transfers residency and/or employment to another country reflected in an Addendum to the Agreement, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the operation and administration of the Restricted Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of this Agreement.

23.Additional Requirements. The Company reserves the right to impose other requirements on the Restricted Stock Units, any Shares acquired pursuant to the Restricted Stock Units, and the Participant’s participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

24.Section 409A. It is the intention of the parties that the provisions of this Agreement shall comply with the requirements of the short-term deferral exception to section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of section 409A of the Code applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of section 409A of the Code and the Treasury Regulations thereunder that apply to such exception. If, and only to the extent that, (i) the Restricted Stock Units constitute “deferred compensation” within the meaning of section 409A of the Code and (ii) the Participant is deemed to be a “specified employee” (as such term is defined in section 409A of the Code and as determined by the Company), the payment of Restricted Stock Units on the Participant’s Termination shall not be made until the first business day of the seventh month following the Participant’s Termination or, if earlier, the date of the Participant’s death. For purposes of section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code, to the extent applicable. With respect to any payments that are subject to section 409A of the Code, in no event shall the Participant, directly or indirectly, designate the calendar year of payment. The Participant will be solely responsible for any tax imposed under section 409A of the Code and in no event will the Company or the Service Recipient have any liability with respect to any tax, interest or other penalty imposed under section 409A of the Code.

25.Deemed Acceptance. Unless the Participant expressly rejects the Restricted Stock Units by contacting the Company’s Director of Stock Administration at [***] no later than 5:00 p.m. E.S.T. on the date that is 90 days from the Grant Date, the Participant shall be deemed to have accepted the grant of the Restricted Stock Units and acknowledges and agrees to the terms and conditions governing the grant as reflected in the Plan, this Agreement, and the Addendum.

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Annex A

Vesting

1.Performance-Based Vesting.

The Restricted Stock Units shall be subject to performance-based vesting in accordance with Section (A)(i) (the “TSR Performance-Based Units”).

(a)TSR Performance-Based Units. A target number of <<Number of awards granted>> Restricted Stock Units shall be subject to performance-based vesting in accordance with this Section A(i) (the “TSR Performance-Based RSUs”). The actual number of TSR Performance-Based RSUs earned (the “Earned TSR Performance-Based RSUs” or the “Earned Performance-Based RSUs”), if any, shall be determined by multiplying (x) the target number of TSR Performance-Based RSUs eligible to vest pursuant to this Section A(i), by (y) the TSR Vesting Percentage, calculated as of the Performance Measurement Date, rounded down to the nearest whole TSR Performance-Based RSU. One hundred percent (100%) of any Earned TSR Performance-Based RSUs shall vest on the Vesting Date, provided that the Participant has not had a Termination at any time prior to the Vesting Date. Any TSR Performance-Based RSUs that do not become Earned TSR Performance-Based RSUs shall not be eligible to vest pursuant to this Agreement and shall be forfeited to the Company for no consideration.

For purposes of the TSR Performance-Based RSUs, the following definitions shall apply:

The “Peer Group” shall consist of the companies that comprise The NASDAQ-100 Index on the TSR Reference Date; provided, that (i) that the Company shall have sole discretion to make adjustments to account for changes in the Peer Group that occur on or after the TSR Reference Date and to determine the manner in which such adjustments are incorporated into the TSR Vesting Percentage calculation, (ii) without limiting clause (i) above, and subject to clause (iv) below, if a member of the Peer Group ceases to be publicly traded for any reason (including, without limitation, due to a merger, acquisition or similar corporate transaction which results in such Peer Group member ceasing to be publicly traded) following the TSR Reference Date and prior to the applicable date on which the TSR Measurement Price is calculated, that member of the Peer Group shall be deleted as a member of the Peer Group and shall not be counted for purposes of the TSR Vesting Percentage and related calculations; (iii) without limiting clause (i) above, in the event of a merger, acquisition or similar corporate transaction involving a member or members of the Peer Group in which a Peer Group member is the surviving entity and continues to be publicly traded, such surviving entity shall remain a Peer Group member; and (iv) without limiting clause (i) above, if a member of the Peer Group becomes bankrupt following the TSR Reference Date and prior to the applicable date on which the TSR Measurement Price is calculated, that member of the Peer Group shall remain a member of the Peer Group and shall be attributed a Total Shareholder Return of - 100% for purposes of the TSR Vesting Percentage and related calculations (even if such member of the Peer Group ceases to be publicly traded upon or following its bankruptcy).

The “Percentile Rank” of the Company’s Total Shareholder Return is defined as the percentage of the Peer Group companies’ returns falling at or below the Company’s Total Shareholder Return. The formula for calculating the Percentile Rank is as follows:

Percentile Rank = (N - R + 1) ÷ N × 100

Where:

N = total number of companies in the Peer Group

R = the numeric rank of the Company’s Total Shareholder Return relative to the Peer Group, where the highest Total Shareholder Return in the Peer Group is ranked number 1

The Percentile Rank shall be rounded to the nearest whole percentage, with (0.5) rounded up.

To illustrate, if the Company’s Total Shareholder Return is the 25th highest in a Peer Group comprised of 100 companies, its Percentile Rank would be 76. The calculation is (100 - 25 + 1) ÷ 100 × 100 = 76.

“Performance Measurement Date” shall mean March 31, 20[__].

“Total Shareholder Return” as of a given date means the percentage change in the value of the Common Stock or the common stock of a Peer Group company, as applicable, from the TSR Reference Price to the TSR Measurement Price on such date.

“TSR Measurement Price” as of a given date means the average of the closing prices of the Common Stock or the common stock of a Peer Group company, as applicable, for each of the 30 trading days ending on (and including) such date. For purposes of calculating the TSR Vesting Percentage, the given date for the definition of TSR Measurement Price will be the Performance Measurement Date. For purposes of determining the TSR Measurement Price, the value of dividends and other distributions will be treated as having been reinvested in additional shares of Common Stock or the common stock of a Peer Group company, as applicable, on the ex-dividend date. In addition, for purposes of determining the TSR Measurement Price, the Committee may make equitable and proportionate adjustments if and to the extent necessary to address the impact of stock splits or similar changes in capitalization.

“TSR Reference Date” shall mean June 1, 20[__].

“TSR Reference Price” means the average of the closing prices of the Stock or the common stock of a Peer Group company, as applicable, for each of the 30 trading days ending on (and including) the TSR Reference Date. For purposes of determining the TSR Reference Price, the value of dividends and other distributions will be treated as having been reinvested in additional shares of Common Stock or the common stock of a Peer Group company, as applicable, on the ex-dividend date. In addition, for purposes of determining the TSR Reference Price, the Committee may make equitable and proportionate adjustments if and to the extent necessary to address the impact of stock splits or similar changes in capitalization.

“TSR Vesting Percentage” as of a given date is a function of the Company’s Percentile Rank among the Peer Group calculated as of such date, determined by reference to the following table:


Percentile Rank			TSR Vesting Percentage
Less than 40th Percentile			0%
40th Percentile			50%
50th Percentile			100%
75th Percentile or greater			200%

In the event that the Percentile Rank is less than 40th Percentile, the TSR Vesting Percentage shall be zero percent (0%). In the event that the Percentile Rank falls between any of the values listed in the table above, the TSR Vesting Percentage shall be based on a straight line interpolation between such two values. In no event shall the TSR Vesting Percentage exceed a maximum of 200%.

“Vesting Date” shall mean June 1, 20[__].

TAKE-TWO INTERACTIVE SOFTWARE, INC.

2017 STOCK INCENTIVE PLAN

ADDENDUM TO

GLOBAL RESTRICTED PERFORMANCE STOCK UNIT AGREEMENT

In addition to the terms of the Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (as amended from time to time, the “Plan”) and the Global Restricted Performance Stock Unit Agreement (the “Agreement”), the Restricted Stock Units are subject to the following additional terms and conditions as set forth in this addendum to the extent the Participant resides and/or is employed in one of the countries addressed herein (the “Addendum”). The information reflected in this Addendum is based on the securities, exchange control and other laws in effect in the respective countries as of June 2022. All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. To the extent the Participant transfers residence and/or employment to another country, the special terms and conditions for such country as reflected in this Addendum (if any) will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Restricted Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).

AUSTRALIA

1.Restricted Stock Units Conditioned on Satisfaction of Regulatory Obligations. If the Participant is (a) a director of an Affiliate incorporated in Australia, or (b) a person who is a management-level executive of an Affiliate incorporated in Australia and who also is a director of an Affiliate incorporated outside of Australia, the grant of the Restricted Stock Units are conditioned upon satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.

2.Securities Law Information. The grant of Restricted Stock Units is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order 14/1000. Participation in the Plan and the Restricted Stock Units granted under the Plan are subject to the terms and conditions stated in the Australian Offer Document, in addition to the Plan and the Agreement.

3.Tax Information. The Plan is a program to which Subdivision 83 A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in that Act).

CANADA

1.Settlement in Shares Only. Notwithstanding anything to the contrary in the Agreement, this Addendum or the Plan, the Restricted Stock Units shall be settled only in Shares (and may not be settled via a cash payment).

2.Language. The following provisions shall apply if the Participant is a resident of Quebec:

The parties acknowledge that it is their express wish that the Agreement, including this Addendum, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement relatif à la langue utilisée. Les parties reconnaissent avoir expressément souhaité que la convention («Agreement») ainsi que cette Annexe, ainsi que tous les documents, avis et procédures judiciares, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

CHILE

1.Securities Law Information. The grant of Restricted Stock Units constitutes a private offering of securities in Chile effective as of the Grant Date. The grant of Restricted Stock Units is made subject to general ruling N° 336 of the Chilean Commission of the Financial Market (“CMF”). The grant refers to securities not registered at the Securities Registry or at the Foreign Securities Registry of the CMF and, therefore, such securities are not subject to the oversight of the CMF. Given that the Restricted Stock Units are not registered in Chile, the Company is not required to provide public information about the Restricted Stock Units or the Shares in Chile. Unless the Restricted Stock Units and/or the Shares are registered with the CMF, a public offering of such securities cannot be made in Chile.

CHINA

The following provisions applies if the Participant is subject to exchange control restrictions and regulations in the People's Republic of China (“PRC”), including the requirements imposed by the PRC State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion:

1.Vesting and Delivery of Shares. In addition to any other vesting and settlement conditions set forth in the Agreement, the Restricted Stock Units will not vest and no Shares (or cash equivalent) will be delivered to the Participant unless and until the Company determines, in its sole discretion, that all necessary approvals from the SAFE or its relevant branch have been received and remain effective (“SAFE Approval”). In the event that SAFE Approval has not been obtained prior to any scheduled Vesting Date set forth in the Grant Notice, the Restricted Stock Units will not vest until the 1st day of the calendar month following the end of the calendar quarter in which SAFE Approval is obtained (the “Actual Vesting Date”). If the Participant ceases continuous employment with the Service Recipient prior to the Actual Vesting Date, the Participant shall not be entitled to vest in any portion of the Restricted Stock Units and the Restricted Stock Units shall be forfeited without any liability to the Company, the Service Recipient or any related company.

2.Immediate Sale Restriction. Due to exchange control laws in the PRC, the Participant understands and agrees that the Company may require, in its sole discretion, that any Shares acquired upon the vesting and settlement of the Restricted Stock Units be immediately sold. If the Company does not exercise its right to require the automatic sale of Shares issuable upon vesting of the Restricted Stock Units, as described in the preceding sentence, the Participant understands and agrees that any Shares acquired by the Participant under the Plan must be sold no later than three (3) months after the Participant's termination of employment with the Service Recipient, or within any other such time frame as may be permitted by the Company or required by the SAFE. The Participant understands that any Shares acquired by the Participant under the Plan that have not been sold within three (3) months of the Participant's termination of employment will be automatically sold by the Company's designated broker/administrator at the Company’s direction. In this regard, the Participant expressly agrees that the Company is authorized to instruct the Company's designated broker/administrator to assist with the mandatory sale of such Shares (on the Participant's behalf pursuant to this authorization), and the Participant expressly authorizes the Company's designated broker/administrator to complete the sale of such Shares. The Participant also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company's

designated broker/administrator) to effectuate the sale of the Shares (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters, provided that the Participant shall not be permitted to exercise any influence over how, when or whether the sales occur. The Participant acknowledges that the Company's designated broker/administrator is under no obligation to arrange for the sale of the Shares at any particular price. Due to fluctuations in the trading price of Shares and/or applicable exchange rates between the Vesting Date and (if later) the date on which the Shares are sold, the amount of proceeds ultimately distributed to the Participant may be more or less than the market value of the Shares on the Vesting Date. The Participant understands and agrees that the Company is not responsible for the amount of any loss the Participant may incur and that the Company assumes no liability for any fluctuations in the trading price of Shares and/or any applicable exchange rate.

Upon the sale of the Shares, the Company agrees to pay the cash proceeds from the sale (less any applicable tax withholding, brokerage fees or commissions) to the Participant in accordance with applicable exchange control laws and regulations including, but not limited to, the restrictions set forth in this Country Addendum for China below under “Exchange Control Information.”

3.Exchange Control Information. By accepting the Restricted Stock Units, the Participant understands and agrees that, due to PRC exchange control restrictions, the Participant is not permitted to transfer any Shares acquired under the Plan out of the Participant's account established with the Company's designated broker/administrator and that the Participant will be required to immediately repatriate all proceeds due to the Participant under the Plan to the PRC, including any proceeds from the sale of Shares acquired under the Plan.

Further, the Participant understands that such repatriation will need to be effected through a special exchange control account established by the Company, the Service Recipient or a related company in the PRC, and the Participant hereby consents and agrees that the proceeds may be transferred to such special account prior to being delivered to the Participant. The proceeds may be paid to the Participant in U.S. dollars or in local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, the Participant understands that the Participant will be required to set up a U.S. dollar bank account in the PRC so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, the Participant acknowledges that neither the Company, the Service Recipient nor any related company is under an obligation to secure any particular currency conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control requirements in the PRC. The Participant expressly agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the proceeds are converted into local currency and distributed to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with PRC exchange control requirements.

CZECH REPUBLIC

No country-specific provisions.

FINLAND

No country-specific provisions.

FRANCE

The Participant acknowledges and agrees that it is the Participant’s express intent that the Agreement, the Plan and all other documents, notices, and legal proceedings entered into, give or instituted pursuant to the Restricted Stock Units, be drawn up in English. If the Participant has received the Agreement, the Plan or any other documents related to the Restricted Stock Units translated into a language other than English, and if the meaning of the translated version is different than the English version, will control.

GERMANY

No country-specific provisions.

HONG KONG

1.Sale of Shares of Stock. Shares of Stock received at vesting are accepted as a personal investment. In the event the Restricted Stock Units vest within six months of the Grant Date, the Participant agrees that the Participant will not dispose of the Stock acquired prior to the six-month anniversary of the Grant Date.

2.IMPORTANT NOTICE. If the Participant is a resident of Hong Kong, the following provisions apply, notwithstanding any other provision of the Grant Agreement: The contents of the Plan, the Agreement, this Addendum, and all other related materials pertaining to the Restricted Stock Units and/or the Plan (the “Materials”) have not been reviewed by any regulatory authority in Hong Kong. The Participant is hereby advised to exercise caution in relation to the offer thereunder. If the Participant has any doubts about any of the contents of the Materials, the Participant should obtain independent professional advice. The Restricted Stock Units and any Stock issued thereunder do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its affiliates and subsidiaries. The Agreement, this Addendum, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The Restricted Stock Units and any documentation related thereto are intended solely for the personal use of each individual award recipient and may not be distributed to any other person.

3.Nature of the Plan. The Company specifically intends that the Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”) and will interpret and administer the Plan consistent with this position.

4.Wages. The Restricted Stock Units and the Stock subject to the Restricted Stock Units do not form part of the Participant’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

INDIA

1.Repatriation Requirements. The Participant expressly agrees to repatriate all sale proceeds and dividends attributable to Shares acquired under the Plan in accordance with local foreign exchange rules and regulations. Neither the Company nor any of its Affiliates shall be liable for any fines or penalties resulting from the Participant’s failure to comply with applicable laws, rules and regulations.

IRELAND

No country-specific provisions.

INDIA

The following provisions shall apply to Participants who are resident in Israel (“Israeli Participants”) and eligible to receive a “102 Capital Gains Track Grant” as defined in the sub-plan of the Plan for Israeli Participants (the “Israeli Sub-Plan”). Capitalized terms used but not defined in the Agreement, this Addendum or the Plan shall have the meanings ascribed to them in the Israeli Sub-Plan.

1.Trust Arrangement. The Restricted Stock Units are granted to the Participant subject to, and in accordance with, the terms of the Plan, the Israeli Sub-Plan, the Agreement and this Addendum and the Trust Agreement.

The Restricted Stock Units are intended to be a 102 Capital Gain Track Award and qualify for Capital Gains Track treatment under Section 102. Certain events may affect the status of the Restricted Stock Units and the Shares subject to the Restricted Stock Units as qualified under Section 102 and the Restricted Stock Units and the Shares subject to the Restricted Stock Units may be disqualified in the future. The Company does not make any undertaking or representation to maintain the Section 102 Capital Gains Track status of the Restricted Stock Units and the Shares subject to the Restricted Stock Units.

The Participant agrees that, upon request of the Company or the Service Recipient, the Participant will execute the 102 Capital Gains Track Award acceptance prescribed by the Company or the Trustee, according to the procedures and timeline set forth by the Company and the Trustee (which may include executing the Agreement and this Addendum in writing). If the Participant does not comply with any such request, the qualified status of the Restricted Stock Units and the Shares under Section 102 may not apply.

2.Nature of the Grant. In conjunction with the grant of the Restricted Stock Units, the Participant (i) acknowledges receipt of and represents that the Participant has read and is familiar with the Plan, the Israeli Sub-Plan, Trust Agreement, the Agreement and this Addendum; (ii) accepts the Restricted Stock Units subject to all terms and conditions of the Plan, the Israeli Sub-Plan, Trust Agreement, the Agreement and this Addendum; and (iii) agrees that the Restricted Stock Units, the Shares and any rights issued pursuant to the Restricted Stock Units and the Shares will be issued to and deposited with the Trustee and shall be held in trust for the Participant's benefit for the Required Holding Period and as otherwise required by the Ordinance, the Rules and any ruling or approval of the ITA pursuant to the terms of the Ordinance, the Rules and the Trust Agreement. Furthermore, by accepting the Restricted Stock Units, the Participant confirms that the Participant is familiar with the terms and provisions of Section 102, particularly the Section 102 Capital Gains Track, and agrees that the Participant will not require the Trustee to release the Restricted Stock Units or the Shares to the Participant, or to sell the Restricted Stock Units or the Shares to a third party, during the Required Holding Period, unless permitted to do so by the Company and the Ordinance or the Rules.

The Company may in its sole discretion replace the Trustee from time to time and instruct the transfer of all Restricted Stock Units and Shares held or administered by such Trustee at such time to its successor and provisions of this Notice shall apply to the new Trustee.

JAPAN

No country-specific provisions.

NETHERLANDS

1.Waiver of Termination Rights. In consideration of the grant of the Restricted Stock Units, the Participant waives any and all rights to compensation or damages as a result of any Termination for any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Restricted Stock Units, or (b) the Participant ceases to have rights under, or ceasing to be entitled to Restricted Stock Units as a result of such termination.

SERBIA

No country-specific provisions.

SINGAPORE

1.Qualifying Person Exemption. The grant of Restricted Stock Units under the Plan is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that, as a result, the Restricted Stock Units are subject to section 257 of the SFA and the Participant will be unable to make (a) any subsequent sale of the Shares acquired pursuant to the Restricted Stock Units in Singapore or (b) any offer for sale of the Shares acquired pursuant to the Restricted Stock Units in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289).

SOUTH KOREA

No country-specific provisions.

SPAIN

1.Severance for Cause. Notwithstanding anything to the contrary in the Plan or the Agreement, “Cause” shall be defined in the Plan, irrespective of whether the Termination is or is not considered a fair termination (i.e., “despido procedente”) under Spanish legislation.

2.Acknowledgement of Discretionary Nature of the Restricted Stock Units; No Vested Rights. In accepting the Restricted Stock Units, the Participant acknowledges that the Participant consents to participate in the Plan and has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion granted the Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Affiliates on an ongoing basis. Consequently, the Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and the Shares acquired upon vesting of the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referenced above. Thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the grant of the Restricted Stock Units under the Agreement shall be null and void.

The Participant understands and agrees that, as a condition of the grant of the Restricted Stock Units and unless otherwise provided in the Agreement, the unvested portion of the Restricted Stock Units as of the date of the Participant’s Termination will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of the termination of employment by reason of, but not limited to, (i) material modification of the terms of employment under Article 41 of the Workers’ Statute or (ii) relocation under Article 40 of the Workers’ Statute. The Participant acknowledges that the Participant has read and specifically accepts the conditions referred to in the Agreement regarding the impact of a termination on the Participant’s Restricted Stock Units.

SWITZERLAND

1.Securities Law Information. The Participant understands that neither this Agreement nor any other materials relating to the Restricted Stock Units (i) constitute a prospectus according to articles 35 et seq. of the Swiss

Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than an employee of the Company or Service Recipient, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).

TAIWAN

1.Securities Law Information. The Restricted Stock Units and the Shares to be issued pursuant to the Plan are available only to employees of the Company and its Affiliates. The grant of Restricted Stock Units does not constitute a public offer of securities and is not subject to registration in Taiwan.

TURKEY

1.Securities Law Information. Under Turkish law, the Participant is not permitted to sell any Shares acquired pursuant to the Plan in Turkey. The Shares currently are listed on the NASDAQ Global Select Market, which is located outside of Turkey, under the ticker symbol “TTWO” and may be sold via this exchange.

UNITED KINGDOM

1.Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 6 of the Agreement:

Withholding of Tax-Related Items. Regardless of any action the Company or the Service Recipient takes with respect to any or all income tax, primary and secondary Class 1 National Insurance Contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility, and the Company and the Service Recipient (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units and the release of such Shares to the Participant or the payment of cash underlying the Restricted Stock Units to the Participant, the subsequent sale of any Shares and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. Further, if the Participant becomes subject to taxation in more than one country between the date of grant and the date of any relevant taxable or tax withholding event, as applicable (a “Chargeable Event”), the Participant acknowledges that the Company or the Service Recipient may be required to withhold or account for Tax-Related Items in more than one country. The Participant also agrees that the Company and the Service Recipient may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which the Participant may have to recover any overpayment from the relevant tax authorities.

As a condition of the issuance of Shares or the payment of cash upon vesting of the Restricted Stock Units, the Company and the Service Recipient shall be entitled to withhold and the Participant agrees to pay, or make adequate arrangements satisfactory to the Company or the Service Recipient to satisfy, all obligations of the Company or the Service Recipient to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. For purposes of the foregoing, the Company may withhold a whole number of the Shares otherwise issuable upon vesting or a portion of cash proceeds (where the Restricted Stock Units are settled in cash) that have an aggregate Fair Market Value sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Shares. If the obligation

for Tax-Related Items is satisfied by withholding Shares (or a portion of the cash proceeds where the Restricted Stock Units are settled in cash), for tax purposes, the Participant shall be deemed to have been issued the full number of Shares (or the gross amount of the cash payment), notwithstanding that a number of Shares (or a portion of the cash proceeds) are withheld solely for the purpose of satisfying any withholding obligations for the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. In addition, where the Restricted Stock Units are settled in Shares, the Company may, on behalf of the Participant, sell a sufficient number of whole Shares issued upon vesting of the Restricted Stock Units having an aggregate Fair Market Value that would satisfy the withholding amount. Alternatively, the Company or the Service Recipient may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s regular salary/wages or other amounts payable to the Participant, with no withholding of Shares or cash proceeds payable upon vesting, or may require the Participant to submit payment equivalent to the minimum Tax-Related Items required to be withheld by means of certified check, cashier’s check or wire transfer. In the event the withholding requirements for Tax-Related Items are not satisfied through one of the foregoing methods, no Shares will be released to the Participant (or the Participant’s estate) upon vesting of the Restricted Stock Units (or no cash payment will be made where the Restricted Stock Units are settled in cash) unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by the Participant with respect to the payment of any such Tax-Related Items. By accepting the Restricted Stock Units, the Participant expressly consents to the withholding methods for Tax-Related Items as provided hereunder and/or any other methods of withholding that the Company or the Service Recipient may take and are permitted under the Plan to meet the withholding and/or other requirements as provided under applicable laws, rules and regulations. All other Tax-Related Items related to the Restricted Stock Units shall be the sole responsibility of the Participant.

Notwithstanding the above, if the Participant has entered into in a 10b5-1 trading plan, withholding of the Tax-Related Items may be satisfied as provided for under such 10b5-1 trading plan.

To the extent the Company or the Service Recipient pays any Tax-Related Items that are the Participant’s responsibility (“Advanced Tax Payments”), the Company or the Service Recipient, as applicable, shall be entitled to recover such Advanced Tax Payments from the Participant in any and all manner that the Company or the Service Recipient determines appropriate in its sole discretion. For purposes of the foregoing, the manner of recovery of the Advanced Tax Payments shall include (but is not limited to) offsetting the Advanced Tax Payments against any and all amounts that may be otherwise owed to the Participant by the Company or the Service Recipient (including regular salary/wages, bonuses, incentive payments and Shares acquired by the Participant pursuant to any equity compensation plan that are otherwise held by the Company for the Participant’s benefit). If the Restricted Stock Units are settled in Shares and payment or withholding is not made within 90 days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), the Participant agrees that the amount of any uncollected income tax shall (assuming the Participant is not a director or executive officer of the Company within the meaning of Section 13(k) of the Exchange Act), constitute a loan owed by the Participant to the Service Recipient, effective on the Due Date. The Participant agrees that the loan will bear interest at then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Service Recipient may recover it at any time thereafter by any of the means referred to above.

2.Exclusion of Claim. The Participant acknowledges and agrees that the Participant will have no entitlement to compensation or damages in consequence of the Participant’s Termination for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from the Participant’s ceasing to have rights under or to be entitled to vesting in the Restricted Stock Units as a result of such Termination, or from the loss or diminution in value of the Restricted Stock Units. Upon the grant of the Restricted Stock Units, the Participant shall be deemed irrevocably to have waived any such entitlement.

UNITED STATES

1.Section 16 of the Agreement is inapplicable.

2.Resolution of Disputes via Arbitration. All disputes and claims of any nature that the Participant (or the Participant’s transferee or estate) may have against the Company arising out of or in any way related to the Plan or this Agreement must be submitted solely and exclusively to binding arbitration in accordance with then-current employment arbitration rules and procedures of the American Arbitration Association (AAA) to be held in New York, New York. All information regarding the dispute or claim and arbitration proceedings, including any settlement, shall not be disclosed by the Participant or any arbitrator to any third party without the written consent of the Company, except with respect to judicial enforcement of any arbitration award. Any arbitration claim must be brought solely in the Participant’s (or the Participant’s transferee’s or estate’s) individual capacity and not as a claimant or class member (or similar capacity) in any purported multiple-claimant, class, collective, representative or similar proceeding, and the arbitrator may not permit joinder of any multiple claimants and their claims without the express written consent of the Company. Any arbitrator selected to adjudicate the claim must be knowledgeable in the industry standards and practices, and, by signing this Agreement, the Participant will be deemed to agree that any claims pursuant to the Plan or this Agreement is inherently a matter involving interstate commerce and thus, notwithstanding the choice of law provision included herein, the Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. The arbitrator shall not be permitted to award any punitive or similar damages, but may award attorney’s fees and expenses to the prevailing party in any arbitration. Any decision by the arbitrator shall be binding on all parties to the arbitration.

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GLOBAL RESTRICTED STOCK PERFORMANCE UNIT AGREEMENT PURSUANT TO THE

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