XML 22 R8.htm IDEA: XBRL DOCUMENT
v3.8.0.1

MANAGEMENT AGREEMENT | 9 Months Ended
--- | ---
Dec. 31, 2017
MANAGEMENT AGREEMENT |
MANAGEMENT AGREEMENT | MANAGEMENT AGREEMENT In March 2014, we entered into an amended management services agreement, (the "2014 Management Agreement"), with ZelnickMedia Corporation ("ZelnickMedia") pursuant to which ZelnickMedia provided us with certain management, consulting and executive level services. The 2014 Management Agreement became effective April 1, 2014. The 2014 Management Agreement provided for an annual management fee of $2,970 over the term of the agreement and a maximum annual bonus opportunity of $4,752 over the term of the agreement, based on the Company achieving certain performance thresholds. In November 2017, we entered into a new management agreement, (the "2017 Management Agreement"), with ZelnickMedia pursuant to which ZelnickMedia continues to provide financial and management consulting services to the Company through March 31, 2024. The 2017 Management Agreement became effective January 1, 2018 and supersedes and replaces the 2014 Management Agreement, except as otherwise contemplated by the 2017 Management Agreement. As part of the 2017 Management Agreement, Strauss Zelnick, the President of ZelnickMedia, continues to serve as Executive Chairman and Chief Executive Officer, and Karl Slatoff, a partner of ZelnickMedia, continues to serve as President of the Company. The 2017 Management Agreement provides for an annual management fee of $3,100 over the term of the agreement and a maximum annual bonus opportunity of $7,440 over the term of the agreement, based on the Company achieving certain performance thresholds. In consideration for ZelnickMedia's services, we recorded consulting expense (a component of general and administrative expenses) of $2,435 and $2,440 during the three months ended December 31, 2017 and 2016, respectively, and $6,296 and $5,113 during the nine months ended December 31, 2017 and 2016, respectively. We recorded stock-based compensation expense for non-employee restricted stock units granted to ZelnickMedia, which is included in general and administrative expenses of $10,351 and $7,066 during the three months ended December 31, 2017 and 2016, respectively, and $30,228 and $17,862 during the nine months ended December 31, 2017 and 2016, respectively. In connection with the 2014 Management Agreement, we have granted restricted stock units as follows:
| Nine Months Ended December 31,
| 2017 |  | 2016
Time-based | 66,122 |  |  | 107,551 |
Market-based(1) | 122,370 |  |  | 199,038 |
Performance-based(1) |  |  |  |  |
New IP | 20,396 |  |  | 33,174 |
Major IP | 20,394 |  |  | 33,172 |
Total—Performance-based | 40,790 |  |  | 66,346 |
Total Restricted Stock Units | 229,282 |  |  | 372,935 |
_______________________________________________________________________________
(1) | Represents the maximum number of shares eligible to vest.
Time-based restricted stock units granted in 2017 will vest on April 4, 2019, and those granted in 2016 will vest on April 2, 2018, in each case provided that the 2017 Management Agreement has not been terminated prior to such vesting date. Market-based restricted stock units granted in 2017 are eligible to vest on April 4, 2019, and those granted in 2016 are eligible to vest on April 2, 2018, in each case provided that the 2017 Management Agreement has not been terminated prior to such vesting date. Market-based restricted stock units are eligible to vest based on the Company's Total Shareholder Return (as defined in the relevant grant agreement) relative to the Total Shareholder Return (as defined in the relevant grant agreement) of the companies that constitute the NASDAQ Composite Index as of the grant date measured over a two-year period. To earn the target number of market-based restricted stock units (which represents 50% of the number of the market-based restricted stock units set forth in the table above), the Company must perform at the 50th percentile, with the maximum number of market-based restricted stock units earned if the Company performs at the 75th percentile. Each reporting period we re-measure the fair value of the unvested shares of market-based restricted stock units granted to ZelnickMedia. Performance-based restricted stock units granted in 2017 are eligible to vest on April 4, 2019, and those granted in 2016 are eligible to vest on April 2, 2018, in each case provided that the 2017 Management Agreement has not been terminated prior to such vesting date. Performance-based restricted stock units, of which 50% are tied to "New IP" and 50% to "Major IP" (as defined in the relevant grant agreement), are eligible to vest based on the Company's achievement of certain performance metrics (as defined in the relevant grant agreement) of individual product releases of "New IP" or "Major IP" measured over a two-year period. The target number of performance-based restricted stock units that may be earned pursuant to these grants is equal to 50% of the grant amounts set forth in the above table (the numbers in the table represent the maximum number of performance-based restricted stock units that may be earned). Each reporting period we assess the performance metric and upon achievement of certain thresholds record an expense for the unvested portion of the shares of performance-based restricted stock units. Certain performance metrics, based on unit sales, have been achieved as of December 31, 2017 for the "Major IP" performance-based restricted stock units granted in 2017 and 2016. The unvested portion of time-based, market-based and performance-based restricted stock units held by ZelnickMedia were 602,217 and 898,526 as of December 31, 2017 and March 31, 2017, respectively. 478,839 restricted stock units previously granted to ZelnickMedia, vested and 46,752 restricted stock units were forfeited by ZelnickMedia during the nine months ended December 31, 2017.

X
- References No definition available. + Details
Name: | ttwo_ManagementAgreementDisclosureAbstract
Namespace Prefix: | ttwo_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Description of management services agreement entered into by the Company. + References No definition available. + Details
Name: | ttwo_ManagementAgreementDisclosureTextBlock
Namespace Prefix: | ttwo_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration