Exhibit 10.2


 


Settlement
Agreement


 


This Settlement Agreement is
entered into this 17th day of August 2009, by and between THQ
Inc. (“THQ”), with its principal place of business at 29903 Agoura Road, Agoura
Hills, CA 91301, and JAKKS Pacific, Inc. (“JAKKS”), with its principal
place of business at 22619 Pacific Coast Highway, Malibu, CA 90265
(collectively, JAKKS and THQ are “the Parties”).


 


WHEREAS, THQ and JAKKS
are co-members of a limited liability company called THQ/JAKKS Pacific, LLC
(the “LLC”) and, accordingly, are parties to an LLC operating agreement dated October 25,
1999, as amended (the “LLC Agreement”);


 


WHEREAS, pursuant to
paragraph 5 of the LLC Agreement, the parties attempted but were unable to
agree on JAKKS’ “Preferred Return” for the period beginning July 1, 2006
and ending December 31, 2009 (the “Current Distribution Period”);


 


WHEREAS, on March 20,
2009, the Court-appointed arbitrator, Pamela Weisberg, conducted an arbitration
hearing to determine JAKKS’ Preferred Return for the period beginning July 1,
2006 and ending December 31, 2009;


 


WHEREAS, on July 24,
2009, the arbitrator submitted her decision accepting THQ’s proposal that the
Preferred Return for the Current Distribution Period should be 6% of Net Sales,
as defined in the LLC Agreement, with a Base Amount of $30 million (the “Decision”);


 


In consideration of the
mutual promises and covenants set forth herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:


 

















 


1.     The Parties agree that the Decision
setting the Preferred Return rate of 6% for the Current Distribution Period is
in all aspects binding and final and each of the Parties agrees not to seek to
vacate the Decision.


 


2.     Pursuant to the Decision, THQ shall pay
$32,759,372.00 to JAKKS by wire transfer on August 20, 2009 in full
satisfaction of the Preferred Return for the period from July 1, 2006
through March 31, 2009.


 


3.  This agreement is not intended to waive,
impair, release or otherwise affect either Party’s rights and remedies in
connection with the allegations contained in (i) THQ’s cross-claims
against JAKKS in World Wrestling Entertainment, Inc. v.
THQ Inc. and THQ/JAKKS Pacific, LLC, Connecticut Superior Court Case
No. X05-FST-CV-06-5002512; (ii) THQ’s claims against Jakks in THQ Inc. v. JAKKS Pacific Inc., Los Angeles Superior Court
Case No. SC 103763; (iii) Jakks’ arbitration demand against THQ, AAA
Case No. 13 180 Y 01782 09; (iv) THQ’s arbitration demand against
Jakks, AAA Case No. 72 117 675 09; or (v) Jakks’ books-and-records
claim now pending in JAKKS Pacific, Inc.
v. THQ/JAKKS Pacific, LLC, Delaware Supreme Court Case No. 314,
2009.


 


	
  THQ Inc.

  	
  JAKKS Pacific, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Brian J. Farrell

  	
   

  	
  By:

  	
  /s/ Stephen Berman

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Brian J. Farrell

  	
   

  	
  Name:

  	
  Stephen Berman

  	
   

  
	
  Title:

  	
  President and CEO

  	
   

  	
  Title:

  	
  Co-CEO

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
												



 


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