Exhibit 10.3


 


THQ Inc.

27001 Agoura Road, Suite 325

Calabasas Hills, California  91301


 


 


November
16, 2002


 


Jeffrey C. Lapin

THQ Inc.

27001 Agoura Road

Suite 325

Calabasas Hills, CA  91301


 


Dear
Jeff:


 


Please refer to the Amended and Restated Employment Agreement
dated as of January 1, 2001 (“the Employment Agreement”) between THQ Inc., a
Delaware corporation (the “Company”) and you (the “Executive”).


 


The Company and the Executive desire to amend the
Employment Agreement as provided below (defined terms have the same meaning as
in the Employment Agreement unless otherwise provided):


 


1.                                       Employment
Termination.


 


The Employment Term ended on November 8, 2002
(the “Employment Termination Date”). 
Executive shall forthwith voluntarily resign as an officer and director
of the Company.  Executive acknowledges
receipt of all compensation and expense reimbursement due him through the
Employment Termination Date.


 


2.                                       Effect
of Employment Termination.


 


On and as of the Employment Termination Date:


 


(a)                                  All
provisions of Section 4 of the Employment Agreement shall be deemed to
terminate on the Employment Termination Date, except that Section 4.7 of the
Employment Agreement shall continue to be applicable to Executive for the
period stated therein;


 


(b)                                 The
provisions of paragraphs 6.1 through 6.6 of the Employment Agreement shall, as
provided therein, continue to be applicable subsequent to the expiration of the
Employment Term thereunder (except that Executive may retain his laptop
computer, purged of all company documents and files, Playstation 2 unit and his
chronological files (purged of all company and business materials), and for
purposes of Section 6.1 only of the Employment Agreement, the Executive’s
termination at the end of such Employment Term shall be deemed to be a
voluntary resignation without “good reason”. 
Executive shall be free to accept employment with and be employed by any
other person, firm or corporation, notwithstanding the provisions of
clause (y) of paragraph 6.1 of the Employment Agreement, but only if the
announcement thereof does not occur prior to the close of


 


 

















 


business on November 21, 2002. 
Further, in the event of Executive’s employment in or by a Competing
Business, Executive agrees (i) through March 31, 2006, Executive will not
solicit Nickelodeon on behalf of the Competing Business with respect to the
development or exploitation of video games primarily geared to children under
the age of 12, and (ii) for a period of eight months from November 8, 2002
Executive will not solicit Nickelodeon on behalf of the Competing Business with
respect to video games geared to other audiences.  Notwithstanding the above provisions of clause (b) of this
Section 2, the parties acknowledge that the provisions of the first two
sentences of paragraph 6.3 of the Employment Agreement shall not be applicable
to Executive’s activities subsequent to expiration of the Consulting Term.


 


3.                                       Medical
and Dental Insurance.


 


The Company shall provide to the Executive and his
family medical and dental insurance to the same extent as it provides to other
senior executive officers through the earlier of (i) the expiration of the
original Employment Term as provided in the Employment Agreement, or (ii) the
date on which Executive becomes eligible for substantially equivalent medical
and dental insurance coverage from a third party employer provided without cost
to Executive.


 


4.                                       Office
and Secretary.


 


The Company shall provide Executive with appropriate
office space and secretarial assistance through the earlier of (i) six months
after the Employment Termination Date or (ii) the date on which Executive
accepts employment with any other person, firm or corporation or (iii) changes
his principal residence from Los Angeles County, California.


 


5.                                       Consulting
Services.


 


(a)                                  The
Company hereby retains Executive as a consultant, and Executive hereby agrees
to be retained by the Company as a consultant on such matters as the Board of
Directors shall reasonably determine for the period commencing on the
Employment Termination Date and ending on December 31, 2005 (such period
referred to herein as the “Consulting Term”). 
The Company acknowledges that it is not retaining Executive’s exclusive
services under this Section 5, and that Executive shall be free to engage in
such other employment and business activities as Executive in his sole
discretion may determine.  Executive
shall be under no obligation to account for any amounts he may otherwise earn
or receive during or after the Consulting Term, whether by other employment or
otherwise, and the Company shall have no right or claim to any compensation or
profit that may inure to Executive during such period or otherwise.


 


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(b)                                 Executive’s
consulting services hereunder shall be rendered at such times and places as
shall be mutually convenient for the Company and Executive, after giving effect
to any other employment Executive chooses to engage in and taking into account
Executive’s availability.  In any case,
Executive shall not be required to spend more than 40 hours in any month during
the Consulting Term in the performance of his duties under this Section 5.


 


(c)                                  For
his consulting services under this Section 5, Executive shall be paid by the
Company at the annual rate of $350,000 during the period of the Consulting Term
ending on December 31, 2003, $325,000 during the year of the Consulting Term
ending December 31, 2004 and $300,000 during the year of the Consulting Term
ending December 31, 2005, each such amount to be payable in as nearly equal
monthly installments as is feasible during the year in question [and each such
payment to be subject to applicable federal and state withholding].  The Company shall also reimburse Executive
in accordance with the Company’s policies and procedures for all proper
expenses incurred by the Executive in providing consulting services hereunder.


 


(d)                                 In
the event of a “Change of Control” of the Company, as defined in Section 7.7(e)
of the Employment Agreement, all amounts remaining unpaid under this Section 5
for the then current and any future periods under this Agreement shall become
immediately due and payable without any diminution or discount.


 


(e)                                  The
amounts payable above shall be due and payable without regard to the extent to
which the Company shall request Executive’s consulting services hereunder and
without regard to the number of hours actually devoted by Executive to such
consulting services.  Furthermore, the
above payments and reimbursements shall continue to be made notwithstanding any
charge or allegation that Executive has not or may not have fulfilled his
obligations under this Agreement until and unless the Arbitrator under Section
8 hereof shall have determined that Executive has given the Company “Cause” to
terminate Executive’s consulting services under this Agreement.  “Cause” shall be the same as defined as
defined in Section 7.3 of the Employment Agreement (substituting references to
this Agreement for references therein to the Employment Agreement), and no
“Cause” shall be determined unless and until the Company has followed the
procedures set forth in the second paragraph of Section 7.3 of the Employment
Agreement (again substituting references to this Agreement for references
therein to the Employment Agreement).


 


(f)                                    The
Executive shall perform the consulting services described in Section 5 hereof
as an independent contractor without the power to bind or represent the Company
for any purpose whatsoever.  Except as
and to the extent otherwise provided herein, the Executive shall not, by virtue
of being a consultant hereunder, be eligible to receive any employee benefits
for which officers or other employees of the Company are eligible at any time
during the Consulting Term.


 


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(g)                                 Notwithstanding
the above provisions of this Section 5, the Consulting Term shall be terminated
earlier than December 31, 2005 in the event and at such time as Executive
agrees to commence employment or act as an officer, director, agent of or
consultant for any person, firm or corporation (or division or operating unit
thereof) primarily in the business of developing and publishing interactive
games (“Competing Business”).  In that
event, the Consulting Term shall terminate and all consulting services which
would otherwise be required of Executive as well as all payments hereunder that
would otherwise be required of the Company, shall thereafter cease.


 


6.                                       Standstill,
Etc.


 


(a)                                  Executive
agrees that for a period of 3 years following the Employment Termination Date
(the Standstill “Period”), neither Executive nor any person or entity
controlled by Executive shall directly or indirectly, without the consent of
the Company, (i) commence or be involved with others who commence any
tender or exchange offer, proxy contest or solicitation or any similar
transaction involving the Company, or (ii) purchase or be part of a group
which purchases any shares of common stock of the Company in excess of 4.9% of
the then outstanding common stock or any other class of securities of the
Company in excess of 4.9% of the outstanding securities of such class.


 


(b)                                 Neither
Executive or the Company or any current or future executive officers or
directors of the Company (collectively, the “Company Parties”) shall make any
disparaging comments or remarks respecting the other party.  For this purpose, “disparaging” shall be
limited to comments or remarks which impugn or cast doubt upon past, present or
future employment performance or business accomplishments or business
activities, or the likelihood of future business success, which comments or
remarks are made in such a way as to be reasonably likely to have a deleterious
affect on the reasonable efforts of the other party to further his or its
business career or business.


 


7.                                       (Intentionally
Omitted)


 


8.                                       Representations
and Warranties.


 


(a)                                  Executive
represents and warrants that there is not now pending any action, complaint,
petition, charge, grievance, or any other form of administrative, legal or
arbitral proceeding by Executive against the Company or any of its officers or
directors or any other of the Company Parties.


 


(b)                                 The
Company represents and warrants that any and all actions on the part of the
Board of Directors of the Company, or any committee of the


 


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Board of Directors
necessary to authorize or implement any of the provisions of this Agreement
have been duly and validly taken.


 


9.                                       Mutual
Release.


 


(a)                                  Except
for the obligations set forth in this Agreement, Executive hereby fully,
unconditionally and irrevocably releases the Company, all officers and
directors of the Company (the “General Releasees”) of and from any and all
claims, demands, actions and causes of action of any kind and nature, in law,
equity or otherwise, under contract, tort, statutory or common law, known or
unknown, suspected or unsuspected, disclosed or undisclosed, which Executive
may have had, may now have or may in the future have by reason of any matter,
cause or thing done, omitted or suffered to be done prior to the date
hereof.  In addition, and without
limitation on the foregoing, except for the obligations in this Agreement,
Executive hereby fully, unconditionally and irrevocably releases the General
Releasees and all entities controlled by or under common control with any of
them, all past and present employees, officers and directors of any of the
General Releasees and any of such entities and all owners or direct or indirect
interests in any of the General Releasees or such entities, and their
respective counsel, of an from any and all claims, demands, actions and causes
of action of any kind and nature, in law, equity or otherwise under contract,
tort, statutory or common law, known or unknown, suspected or unsuspected,
disclosed or undisclosed, directly or indirectly, which Executive may have had,
may now have, or may in the future have, arising out of or in nay way connected
with Executive’s relationship in any and all capacities with the Company prior
to the date hereof, and the employment of Executive by the Company or the
termination of that employment, including without limitation, claims if any,
pursuant to the Employment Agreement or pursuant to any federal, state or local
law, such as, but not limited to, the Age 
Discrimination in Employment Act of 1967, 29 U.S.C. § 621, et  seq.;
Title VII of the Civil rights Act of 1964, as amended, 42 U.S.C. Section
2000(e), et  seq.; the Civil Rights Act of 1866, as amended, 42
U.S.C. Section 1981, et  seq.; the Fiar Labor Standards Act of
1939, as amended, 29 U.S.C. Section 201, et  seq.; the Equal Pay
Act, 29 U.S.C. Section 206(d); the Orders of the California Industrial Welfare
Commission regulating wages, hours and working conditions; each and every
provision of the California Labor and Insurance Codes; Article 1, § 1 of the
California Constitution; the Rehabilitation Act of 1973, as amended, 29 U.S.C.,
Section 701, et  seq.; Americans with Disabilities Act, 104 Stat.
327; the Employee  Retirement Income
Security Act of 1974, 29 U.S.C., Section 1001, et  seq.; the
National Labor Regulations Act, as amended, 29 U.S.C., Section 151, et  seq.;
the California Fair Employment and Housing Act, as amended, California
Government Code, Section 12900, et  seq.; the Uruh Civil Rights
Act, as amended, California Civil Code, Section 51, et  seq.


 


(b)                                 Except
for the obligations set forth in this Agreement, the Company on its own behalf
and on behalf of all General Releasees hereby fully, unconditionally and
irrevocably releases Executive of and from any and all claims,


 


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demands, actions and
causes of action of any  kind and
nature, in law, equity or otherwise, under contract, tort, statutory or common
law, know or unknown, suspected or unsuspected, disclosed or undisclosed, which
any of them may have had, may now have or may in the future have by reason of
any matter, cause or thing done, omitted or suffered to be done prior to the
date hereof.  Except for the obligations
set forth in this Agreement, the Company on its own behalf and on behalf of all
the persons and entities released in any way by Executive under Paragraph (a)
of Section 9, hereby fully, unconditionally and irrevocably releases Executive
of and from any and all claims, demands, actions and causes of action of any
kind and nature, in law, equity or otherwise, under contract, tort, statutory
or common law, known or unknown, suspected or unsuspected, and disclosed or
undisclosed, which any of them may have had, may now have or may in the future
have arising out of or in any way connected with Executive’s relationship in
any and all capacities with the Company prior to the date hereof, and the
employment of Executive by the Company or the termination of that
employment.  Without limitation on the
generality of the foregoing, included in the foregoing release is a release of
any and all such claims, demand, actions, and causes of action, directly or
indirectly arising out of or in any way connected with Executive’s relationship
in any and all capacities with the Company prior to the date hereof, including
but not limited to the employment of Executive by the Company or the
termination of that employment or Executive’s actions or non-actions as an
officer of the Company.


 


(c)                                  Executive
and the Company each acknowledge that he or it has read and understands Section
1542 of the Civil Code of the State of California which reads as follows:


 


A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.


 


Executive and the Company each hereby expressly waives
and relinquishes all rights and benefits under that section and any similar law
of any state or territory of the United States with respect to the release he
or it is granting in this Agreement.


 


(d)                                 The
foregoing releases in this paragraph 9 do not apply to the rights and
obligations of the parties under vested outstanding options to purchase shares
of the Company’s stock previously granted to Executive by the Company.


 


10.                                 Notices.  All notices and other communications
required or permitted hereunder shall be in writing and shall be deemed given
when (i) delivered personally or by overnight courier to the following address
of the other party hereto (or such other address for such party as shall be
specified by notice given pursuant to this Section) or (ii) sent by facsimile
to the following facsimile number of the other party


 


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hereto (or such other facsimile number for such party
as shall be specified by notice given pursuant to this Section), with the
confirmatory copy delivered by overnight courier to the address of such party
pursuant to this Section:


 


If to the Company, to:


 


THQ
Inc.


27001
Agoura Road


Suite
325


Calabasas Hills, CA  91301

Attention:  Chief Executive Officer


 


If to the Executive, to:


 


Jeffrey C. Lapin

c/o Kenwick, Inc.


8509 So. La
Cienega Boulevard


Inglewood,
California 90301


Attention:  Z.L. Lapin


 


11.                                 Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under applicable law or rule
in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect the validity, legality or enforceability of any other provision of this
Agreement or the validity, legality or enforceability of such provision in any
other jurisdiction, but this Agreement shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


12.                                 Successors
and Assigns.  This Agreement shall
be enforceable by the Consultant and his heirs, executors, administrators and
legal representatives, and by the Company and its successors and assigns.


 


13.                                 Governing
Law.  This Agreement shall be
governed by and construed and enforced in accordance with the internal laws of
the State of California without regard to principles of conflict of laws.


 


14.                                 Amendment
and Waiver.  The provisions of this
Agreement may be amended or waived only by the written agreement of the Company
and the Executive, and no course of conduct or failure or delay in enforcing
the provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.


 


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15.                                 Counterparts.  This Agreement may be executed in two
counterparts, each of which shall be deemed to be an original and both of which
together shall constitute one and the same instrument.


 


16.                                 Settlement
of Claims.  It is understood that
this is a compromise settlement of disputed claims, and that the promises of
payments in consideration of this Agreement shall not be construed to be an
admission of any liability or obligation whatever, by either party to the other
party, or to any other person whomsoever.


 


17.                                 Arbitration.  Any and all disputes, controversies or
claims (“Dispute”) between the parties relating to the interpretation or
enforcement or performance of this Agreement shall be resolved by binding
arbitration in accordance with the then current Commercial Arbitration Rules of
the American Arbitration Association, subject to only the following provisions:


 


(a)                                  The
Arbitrator shall be determined from a list of names of five impartial
arbitrators (each of whom shall be a retired judge of the Superior Court of the
State of California or a retired Justice of the Court of Appeal of the State of
California) experienced in commercial arbitration matters supplied by the
American Arbitration  Association (The
“Association) chosen by Executive and the Company each in turn striking a name
from the list until one name remains.


 


(b)                                 The
Arbitrator shall determine whether and to what extent any party shall be
entitled to damages or equitable relief.


 


(c)                                  The
Arbitrator shall not have the power to add to nor modify any of the terms or
conditions of this Agreement.  The
Arbitrator’s decision shall not go beyond what is necessary for the
interpretation and application of the provision of this Agreement in respect of
the issue before the Arbitrator.  The
Arbitrator shall not substitute his or her judgment for that of the parties in
the exercise of rights granted or retained by this Agreement.  The Arbitrator’s award or other permitted
remedy, if any, and the decision shall be based upon the issue as drafted and
submitted by the respective parties and the relevant and competent evidence
adduced at the hearing.


 


(d)                                 The
Arbitrator shall have the authority to award any remedy or relief provided for
in this Agreement, in addition to any other remedy or relief (including
provisional remedies and relief) that a court of competent jurisdiction could
order or grant.  In addition, the
Arbitrator shall have the authority to decide issues relating to the
interpretation, meaning or performance of this Agreement even if such decision
would constitute an advisory opinion in a court proceeding or if the issues
would otherwise not be ripe for resolution in a court proceeding, and any such
decision shall bind the parties in their continuing performance of this
Agreement.  The Arbitrator’s written
decision shall be rendered within sixty days of the hearing.  The decision reached by the Arbitrator shall
be final and binding upon the parties as to the matter in


 


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dispute.  To the extent that the relief or remedy
granted by the Arbitrator is relief or remedy on which a court could enter
judgment, a judgment upon the award rendered by the Arbitrator shall be entered
in any court having jurisdiction thereof (unless in the case of an award of
damages, the full amount of the award is paid within 10 days of its
determination by the Arbitrator). 
Otherwise, the award shall be binding on the parties in connection with
their continuing performance of this Agreement and in any subsequent arbitral
or judicial proceeding between the parties.


 


(e)                                  The
arbitration shall take place in Los Angeles, California.


 


(f)                                    The
arbitration proceeding and all filing, testimony, documents and information
relating to or presented during the arbitration proceeding shall be disclosed
exclusively for the purpose of facilitating the arbitration process and for no
other purpose and shall be deemed to be information subjection to the
confidentiality provisions of this Agreement.


 


(g)                                 The
parties shall continue performing their respective obligations under this
Agreement notwithstanding the existence of a Dispute while the Dispute is being
resolved unless and until such obligations are terminated or expire in
accordance with the provisions hereof. 
In the event that the Arbitrator determines that the Company in bad
faith has failed to continue to perform its payment or other obligations to
Executive under this Agreement without a determination by the Arbitrator that
it is entitled to do so, the Arbitrator shall have the authority to accelerate
the full amount of all sums which are then or which may thereafter become due
or payable under this Agreement from the Company to Executive or to require
that the Company post an unconditional Bank letter of credit which Executive
may draw upon at any time for the amount of all such sums which may thereafter
become payable by the Company to Executive and in addition, order that the
Company pay all of Executive’s legal fees and other costs in connection with
the Arbitration and any enforcement of the Arbitrator’s judgment or award.


 


(h)                                 The
Arbitrator may, in his or her sole discretion, order a pre-hearing exchange of
information including production of documents, exchange of summaries of
testimony or exchange of statements of position, and shall schedule promptly
all discovery and other procedural steps and otherwise assume case management
initiative and control to effect an efficient and expeditious resolution of the
Dispute.  No testimony of any witness
shall be presented in written form unless the opposing party or parties shall
have the opportunity to cross-examine such witness, except as the parties
otherwise agree in writing.  At any oral
hearing of evidence in connection with an arbitration proceeding, each party
and its counsel shall have the right to examine its witness and to
cross-examine the witnesses of the other party.


 


(i)                                     Notwithstanding
the dispute resolution procedures contained in this Section 18, either party
may apply to any court having jurisdiction (i) to enforce


 


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this quo until the
arbitration award is rendered or the Dispute is otherwise resolved, or (iii) to
challenge or vacate any final judgement, award or decision of the Arbitrator
that does not comport with the express provisions of this Section 18.


 


18.                                 Integration;
Counterparts.  This Agreement and
the Employment Agreement contains the entire agreement between the parties and
constitutes the complete, final and exclusive embodiment of their agreement
with respect to the subject matter hereof. 
This Agreement is executed without reliance upon any promise, warranty
or representation by the parties or any representative of the parties other
than those expressly contained herein, and the parties have carefully read this
Agreement, and sign the same of their own free will.  This agreement may be executed in counterparts.


 


19.                                 Costs
and Expenses.  The Company and
Executive shall each bear their own legal fees in connection with the
negotiation, preparation, execution and enforcement of this Agreement except
that the Company shall pay directly $6,000 of Executive’s legal fees.  In other respects, except as specifically
provided herein, Executive and the Company will each bear their own costs and
expenses including attorney’s fees incurred in or arising out of or the matters
released herein.


 


20.                                 Headings.


 


The article, section and paragraph headings are for
convenience of reference only, and shall not define or limit the provisions of
this Agreement.


 


Please confirm your agreement to the foregoing by
signing and returning a copy of this letter.


 


 


	
   

  	
  Yours very truly,

  
	
   

  	
   

  
	
   

  	
  THQ Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian J. Farrell

  	
   

  
	
   

  	
   

  	
  Brian J. Farrell

  
	
   

  	
   

  	
  Chief Executive Officer

  



 


 


AGREED TO:


 


 


	
  /s/ Jeffrey C. Lapin

  	
   

  
	
  Jeffrey C. Lapin

  



 


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