EXHIBIT 10.4


 


INDEMNIFICATION AGREEMENT


 


BETWEEN


 


THQ INC.


 


AND


 


(NAME)


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Basic Indemnification
  Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Limitations on
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Indemnification Procedures.

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Settlement

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Change in
  Control; Extraordinary Transactions.

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  No
  Presumption.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Non-exclusivity,
  Etc

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Liability
  Insurance

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Subrogation

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Partial Indemnity, Etc

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Liability
  of Company

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Enforcement.

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Severability

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Consent to Jurisdiction

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Successors and Assigns

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Amendment;
  Waiver

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Contribution

  	
   

  



 





















 


INDEMNIFICATION AGREEMENT


 


This INDEMNIFICATION
AGREEMENT (this “Agreement) is made this       
day of                       ,
2004, between THQ Inc., a Delaware corporation (the “Company”), and (name) (the
“Indemnitee”).


 


WHEREAS, it is essential
to the Company and its stockholders to attract and retain qualified and capable
directors, officers, employees, agents and fiduciaries;


 


WHEREAS, the Certificate
of Incorporation of the Company (the “Certificate of Incorporation”) requires
the Company to indemnify and advance expenses to its directors and officers to
the extent not prohibited by law and allows the Company to indemnify employees
and agents; and


 


WHEREAS, in recognition
of Indemnitee’s need for protection against personal liability and in order to
induce Indemnitee to serve or continue to serve the Company in an effective
manner and to supplement or replace the Company’s Directors’ and Officers’
liability insurance coverage, if any, and in part to provide Indemnitee with
specific contractual assurance that the protection promised by the Certificate
of Incorporation will be available to Indemnitee, the Company wishes to provide
the Indemnitee with the benefits contemplated by this Agreement.


 


NOW, THEREFORE, the
parties hereto hereby agree as follows:


 


1.             Definitions.  The following terms, as used herein, shall
have the following respective meaning:


 


An “Affiliate” of
a specified Person is a Person who directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the Person specified.


 


The term “Associate”
used to indicate a relationship with any Person shall mean:


 


(i)            any
corporation or organization (other than the Company or a Subsidiary) of which
such Person is an officer or partner or is, directly or indirectly, the
Beneficial Owner of ten (10) percent or more of any class of Equity Securities;


 


(ii)           any
trust or other estate in which such Person has a substantial beneficial
interest or as to which such Person serves as trustee or in a similar fiduciary
capacity (other than an Employee Plan Trustee);


 


(iii)          any
Relative of such Person; or


 


(iv)          any
officer or director of any corporation controlling or controlled by such
Person.


 


“Beneficial Ownership”
shall be determined, and a Person shall be the “Beneficial Owner” of all
securities which such Person is deemed to own beneficially, pursuant to Rule
13d-3 of the General Rules and


 


THQ INC.


(NAME)


INDEMNIFICATION AGREEMENT


 


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Regulations under the Securities Exchange Act of 1934,
as amended (or any successor rule or statutory provision), or, if such Rule
13d-3 shall be rescinded and there shall be no successor rule or statutory
provision thereto, pursuant to such Rule 13d-3 as in effect on the date hereof;
provided, however, that a Person shall, in any event, also be deemed to be the Beneficial
Owner of any Voting Shares:


 


(i)            of
which such Person or any of its Affiliates or Associates is, directly or
indirectly, the Beneficial Owner; or


 


(ii)           of
which such Person or any of its Affiliates or Associates has:  (A) the right to acquire (whether such right
is exercisable immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise; or (B) sole or
shared voting or investment power with respect thereto pursuant to any
agreement, arrangement, understanding, relationship or otherwise (but shall not
be deemed to be the Beneficial Owner of any Voting Shares solely by reason of a
revocable proxy granted for a particular meeting of stockholders, pursuant to a
public solicitation of proxies for such meeting, with respect to shares of
which neither such Person nor any such Affiliate or Associate is otherwise
deemed the Beneficial Owner); or


 


(iii)          of
which any other Person is, directly or indirectly, the Beneficial Owner if such
first mentioned Person or any of its Affiliates or Associates acts with such
other Person as a partnership, syndicate or other group pursuant to any
agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of any shares of capital stock of the Company; and provided
further, however, that: (A) no director or officer of the Company, nor any
Associate or Affiliate of any such director or officer, shall, solely by reason
of any or all of such directors and officers acting in their capacities as
such, be deemed for any purposes hereof, to be the Beneficial Owner of any
Voting Shares of which any other such director or officer (or any Associate or
Affiliate thereof) is the Beneficial Owner; and (B) no trustee of an employee
stock ownership or similar plan of the Company or any Subsidiary (“Employee
Plan Trustee”) or any Associate or Affiliate of any such Trustee, shall, solely
by reason of being an Employee Plan Trustee or Associate or Affiliate of an
Employee Plan Trustee, be deemed for any purposes hereof to be the Beneficial
Owner of any Voting Shares held by or under any such plan.


 


A “Change in Control”
shall be deemed to have occurred if:


 


(i)            any
Person (other than an Excepted Person) is or becomes, after the date of this
Agreement, the Beneficial Owner of 20% or more of the total voting power of the
Voting Shares;


 


(ii)           during
any period of two consecutive years (not including any period prior to the
execution of this Agreement), individuals who at the beginning of such period


 


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constitute the Board of Directors of the Company and
any new director whose election or appointment by the Board of Directors or nomination
or recommendation for election by the Company’s stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof;


 


(iii)          the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would result
in the Voting Shares of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into Voting Shares of the surviving entity) at least 80% of the total voting
power represented by the Voting Shares of the Company or such surviving entity
outstanding, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets; or


 


(iv)          a
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14 (or a response to any
similar item on any similar schedule or form) promulgated under the
Securities Exchange Act of 1934, as amended, as in effect on the date hereof,
whether or not the Company is then subject to such reporting requirement.


 


“Claim” means any
threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding brought by, against, or in the right of the Company or otherwise, or
any inquiry or investigation that Indemnitee in good faith believes might lead
to the institution of any such action, suit, arbitration or proceeding, whether
civil, criminal, administrative, investigative or other, or any appeal
therefrom.


 


“D&O Insurance”
means any valid directors’ and officers’ liability insurance policy maintained
by the Company which covers members of the Company’s board of directors and
executive officers of the Company, including Indemnitee, if any.


 


“Determination”
means a determination, and “Determined” means a matter which has been
determined based on the facts known at the time, by:


 


(i)            a
majority vote of a quorum of disinterested directors; or


 


(ii)           if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by Independent Counsel in a written
opinion; or


 


(iii)          a
majority of the disinterested stockholders of the Company; or


 


(iv)          a
final adjudication by a court of competent jurisdiction; or


 


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(v)           in
the event there has been a Change of Control, by Independent Counsel (in a
written opinion) selected by Indemnitee as set forth in Section 6.


 


“Equity Security”
shall have the meaning given to such term under Rule 3a11-1 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as in effect
on the date hereof.


 


“Excepted Person”
is:


 


(i)            the
Company or any Subsidiary;


 


(ii)           any
pension, profit sharing, employee stock ownership or other employee benefit
plan of the Company or any Subsidiary or any trustee of or fiduciary with
respect to any such plan when acting in such capacity; or


 


(iii)          any
Person who is as of the date hereof the Beneficial Owner of 20% or more of the
total voting power of the Voting Shares.


 


“Excluded Claim”
means any payment for Losses or Expenses to the extent that any Claim:


 


(i)            is
based upon or attributable to Indemnitee gaining in fact any personal profit or
advantage to which Indemnitee is not entitled;


 


(ii)           is
for an accounting of profits in fact made from the purchase or sale by
Indemnitee of securities of the Company in violation of Section 16 of the
Securities Exchange Act of 1934, as amended, or similar provisions of any state
law;


 


(iii)          results
from Indemnitee’s willful or knowingly dishonest or fraudulent misconduct;


 


(iv)          is
one for which the payment of which by the Company under this Agreement is not permitted
by applicable law; or


 


(v)           is
one for which payment has actually been made to or on behalf of Indemnitee
under any insurance policy or other indemnity provision, except with respect to
any excess beyond the amount paid under any insurance policy or other indemnity
provision.


 


“Expenses” means
any and all reasonable expenses incurred by Indemnitee as a result of a Claim
or Claims made against Indemnitee for Indemnifiable Events including, without
limitation, attorneys’ fees and all other costs, expenses and obligations paid
or incurred in connection with investigating, defending, being a witness in or
participating in (including on appeal), or preparing to defend, be a witness in
or participate in any Claim relating to any Indemnifiable Event.


 


“Fines” means any
fine, penalty or, with respect to an employee benefit plan, any excise tax or
penalty assessed with respect thereto.


 


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“Indemnifiable Event”
means any event or occurrence, whether occurring prior to or after the date of
this Agreement, related to the fact that Indemnitee is, was or agreed to serve
as, a director, officer, employee, trustee, agent or fiduciary of the Company,
or is or was serving (or had agreed to serve) at the request of the Company as
a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, or by reason of anything done or not done by Indemnitee in any such
capacity, including, but not limited to, any breach of duty, neglect, error,
misstatement, misleading statement, omission, or other act done or wrongfully
attempted by Indemnitee, or any of the foregoing alleged by any claimant.


 


“Independent Counsel”
means a law firm, or a member of a law firm that is experienced in matters of
corporation law and neither presently is, nor in the past five years has been,
retained to represent:  (i) the
Company or Indemnitee in any matter material to either such party, or (ii) any
other party to the Claim giving rise to a claim for indemnification
hereunder.  Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.  If a Change in Control has not occurred,
Independent Counsel shall be selected by the Board, with the approval of
Indemnitee, which approval will not be unreasonably withheld.  If a Change in Control has occurred (other
than a Change in Control which has been approved by a majority of the Company’s
Board of Directors who were directors immediately prior to such Change in Control,
in which case the sentence immediately preceding this sentence shall apply),
Independent Counsel shall be selected by Indemnitee, with the approval of the
Board, which approval will not be unreasonably withheld.


 


“Losses” means any
amounts or sums which Indemnitee is legally obligated to pay as a result of a
Claim or Claims made against Indemnitee for Indemnifiable Events including,
without limitation, damages, judgments and sums or amounts paid in settlement
of a Claim or Claims, and Fines.


 


“Person” means any
individual, partnership, corporation, business trust, joint stock company,
trust, unincorporated association, joint venture, governmental authority or
other entity of whatever nature.


 


“Relative” means a
Person’s spouse, parents, children, siblings, mother- and father-in-law, sons-
and daughters-in-law, and brothers- and sisters-in-law.


 


“Subsidiary” means
any corporation of which a majority of any class of Equity Security is owned,
directly or indirectly, by the Company.


 


“Voting Shares”
means any issued and outstanding shares of capital stock of the Company
entitled to vote generally in the election of directors.


 


2.             Basic Indemnification Agreement.  The Company agrees that in the event
Indemnitee is or becomes a party to or witness or other participant in, or is
threatened to be made a party to or witness or other participant in, a Claim by
reason of (or arising in part out of) an Indemnifiable Event, the Company will
indemnify Indemnitee to the fullest extent permitted by law, against any and all
Losses and Expenses (including all interest, assessments and other charges paid
or payable in connection with or in respect of such Losses and


 


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Expenses) in
respect of such Claim, whether or not such Claim proceeds to judgment or is
settled or otherwise is brought to a final disposition, subject in each case,
to the further provisions of this Agreement. 
To the extent that a change in the Delaware General Corporation Law
(whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Certificate of
Incorporation and this Agreement, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits so afforded by
such change.


 


3.             Limitations on Indemnification.  Notwithstanding the provisions of Section 2,
Indemnitee shall not be indemnified and held harmless from any Losses or
Expenses:


 


(a)   which
have been Determined, as provided herein, to constitute an Excluded Claim;


 


(b)   to
the extent Indemnitee is otherwise indemnified by the Company and has actually
received payment pursuant to the Certificate of Incorporation, D&O
Insurance or otherwise; or


 


(c)   other
than pursuant to the last sentence of Section 4(d) or Section 13 in
connection with any claim initiated by Indemnitee, unless the Company has
joined in or the Board of Directors has authorized such claim.


 


4.             Indemnification Procedures.


 


(a)   Promptly
after receipt by Indemnitee of notice of any Claim, Indemnitee shall, if
indemnification with respect thereto may be sought from the Company under this
Agreement, notify the Company of the commencement thereof; provided, however,
that the failure to give such notice promptly shall not affect or limit the Company’s
obligations with respect to the matters described in the notice of such Claim,
except to the extent that the Company is prejudiced thereby.  Indemnitee agrees further not to make any
admission or effect any settlement with respect to such Claim without the
consent of the Company, except any Claim with respect to which the Indemnitee
has undertaken the defense in accordance with the second to last sentence of Section 4(d).


 


(b)   If,
at the time of the receipt of such notice, the Company has D&O Insurance in
effect, the Company shall give prompt notice of the commencement of Claim to
the insurers in accordance with the procedures set forth in the respective
policies.  The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of Indemnitee, all Losses and Expenses payable as a result of such Claim.


 


(c)   To
the extent the Company does not at the time of the Claim have applicable
D&O Insurance, or if a Determination is made that any Expenses arising out
of such Claim will not be payable under the D&O Insurance then in effect,
the Company shall be obligated to pay the Expenses of any Claim in advance of
the final disposition thereof and the Company, if appropriate, shall be
entitled to assume the defense of such Claim, with counsel reasonably
satisfactory to Indemnitee, upon the delivery to Indemnitee of written notice
of its election so to do.  After delivery
of such notice, the Company will not be liable to Indemnitee under this
Agreement for any legal or other Expenses subsequently incurred by Indemnitee
in connection with such defense other than reasonable Expenses of
investigation; provided  that Indemnitee shall have the right to
employ


 


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counsel in such Claim
but the fees and expenses of such counsel incurred after delivery of notice
from the Company of its assumption of such defense shall be at the Indemnitee’s
expense; provided  further that if:  (i) the employment of counsel by Indemnitee
has been previously authorized by the Company, (ii) Indemnitee shall have
reasonably concluded that there is reasonably likely to be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense,
or (iii) the Company shall not, in fact, have employed counsel to assume the
defense of such action within a reasonable time following the Company’s receipt
of notice of such action, the reasonable fees and expenses of counsel employed
by Indemnitee shall be at the expense of the Company.


 


(d)   All
payments on account of the Company’s indemnification obligations under this
Agreement shall be made within thirty (30) days of Indemnitee’s written request
therefor unless a Determination is made that the Claims giving rise to
Indemnitee’s request are Excluded Claims or are otherwise not payable under
this Agreement, provided  that all payments on account of the
Company’s obligation to pay Expenses under Section 4(c) of this Agreement
prior to the final disposition of any Claim shall be made within twenty (20)
days of Indemnitee’s written request therefor and such obligation shall not be
subject to any such Determination but shall be subject to Section 4(e) of
this Agreement.  In the event the Company
takes the position that Indemnitee is not entitled to indemnification in
connection with a proposed settlement of any Claim, Indemnitee shall have the
right at his own expense to undertake defense of any such Claim, insofar as
such proceeding involves Claims against the Indemnitee, by written notice given
to the Company within 10 days after the Company has notified Indemnitee in
writing of its contention that Indemnitee is not entitled to indemnification; provided,
however, that the failure to give such notice within such 10-day period
shall not affect or limit the Company’s obligations with respect to any such
Claim if such Claim is subsequently determined not to be an Excluded Claim or
otherwise to be payable under this Agreement, except to the extent that the
Company is prejudiced thereby.  If it is
subsequently determined in connection with such proceeding that the
Indemnifiable Events are not Excluded Claims and that Indemnitee, therefor, is
entitled to be indemnified under the provisions of Section 2 hereof, then
the Company shall promptly indemnify Indemnitee.


 


(e)   Indemnitee
hereby expressly undertakes and agrees to reimburse the Company for all Losses
and Expenses paid by the Company in connection with any Claim against
Indemnitee in the event and only to the extent that a Determination shall have
been made by a court of competent jurisdiction in a decision from which there
is no further right to appeal that Indemnitee is not entitled to be indemnified
by the Company for such Losses and Expenses because the Claim is an Excluded
Claim or because Indemnitee is otherwise not entitled to payment under this
Agreement.


 


(f)    In
connection with any Determination as to whether Indemnitee is entitled to be
indemnified hereunder the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.


 


(g)   Indemnitee
shall cooperate with the person, persons or entity making a Determination,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably necessary to such
Determination.  Any costs or Expenses
(including reasonable attorney’s fees and disbursements) incurred by Indemnitee
in so cooperating with the person, persons or entity making a Determination
shall be borne by the Company (irrespective of the Determination as to
Indemnitee’s entitlement to indemnification) and the Company shall indemnify
and hold Indemnitee harmless therefrom.


 


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(h)   If
the Company fails to comply with any of its obligations under this Agreement or
in the event that the Company or any other person takes any action to declare
this Agreement void or unenforceable, or institutes any Proceeding to deny or
to recover from Indemnitee the benefits intended to be provided to Indemnitee
hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s
choice, subject to prior approval of the Company, which shall not be
unreasonably withheld, at the expense of the Company (subject to Section 13),
to represent Indemnitee in connection with any such matter.


 


5.             Settlement. 
The Company shall have no obligation to indemnify Indemnitee under this
Agreement for any amounts paid in settlement of any Claim effected without the
Company’s prior written consent.  If the
Company has assumed the defense of any Claim and the Indemnitee is not
participating in such defense with the Company, the Company shall not settle
any Claim in which it takes the position that Indemnitee is not entitled to
indemnification in connection with such settlement without the consent of
Indemnitee, nor shall the Company settle any Claim in any manner which would
impose any Fine or any obligation on Indemnitee, without Indemnitee’s written
consent.  Neither the Company nor Indemnitee
shall unreasonably withhold its or his consent to any proposed settlement.


 


6.             Change in Control;
Extraordinary Transactions.


 


(a)   The
Company and Indemnitee agree that if there is a Change in Control of the
Company (other than a Change in Control which has been approved by a majority
of the Company’s Board of Directors who were directors immediately prior to
such Change in Control) then all Determinations thereafter with respect to the
rights of Indemnitee to be paid Losses and Expenses under this Agreement shall
be made only by Independent Counsel.  The
Company shall pay the reasonable fees of such Independent Counsel and shall
indemnify such Independent Counsel against any and all reasonable expenses (including
reasonable attorneys’ fees), claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.


 


(b)   The
Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all, substantially all or a
substantial part, of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, to:


 


(i)            expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had
taken place; or


 


(ii)           otherwise
adequately provide for the satisfaction of the Company’s obligations under this
Agreement, in a manner reasonably acceptable to the Indemnitee.


 


7.             No Presumption.


 


(a)   For
purposes of this Agreement, the termination of any Claim by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a
plea of nolo  contendere, or its equivalent, shall not, of itself,
create a presumption that Indemnitee did not meet any particular standard of
conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.


 


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(b)   The
knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Company, any Subsidiary or any Affiliate of the Company shall
not be imputed to Indemnitee for purposes of determining the right to
indemnification under this Agreement.


 


8.             Non-exclusivity, Etc.  The rights of Indemnitee hereunder shall be
in addition to any other rights Indemnitee may have under the Certificate of
Incorporation, the Company’s Bylaws, the Delaware General Corporation Law, any
vote of stockholders or disinterested directors or otherwise, both as to action
in Indemnitee’s official capacity and as to action in any other capacity by
holding such office, and shall continue after Indemnitee ceases to serve the
Company as a director, officer, employee, agent or fiduciary, for so long as
Indemnitee shall be subject to any Claim by reason of (or arising in part out
of) an Indemnifiable Event.


 


9.             Liability Insurance.  To the extent the Company maintains an
insurance policy or policies providing directors’ and officers’ liability
insurance, Indemnitee shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any director or officer of the Company.


 


10.           Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to
bring suit to enforce such rights.


 


11.           Partial Indemnity, Etc.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of
the Losses and Expenses of a Claim but not, however, for all of the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion thereof to which Indemnitee is entitled.  Moreover, notwithstanding any other provision
of this Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any or all Claims relating in whole or in
part to any Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, Indemnitee shall be indemnified against
all Expenses incurred in connection therewith.


 


12.           Liability of Company.  Indemnitee agrees that neither the
stockholders nor the directors nor any officer, employee, representative or
agent of the Company shall be personally liable for the satisfaction of the
Company’s obligations under this Agreement and Indemnitee shall look solely to
the assets of the Company for satisfaction of any claims hereunder.


 


13.           Enforcement.


 


(a)   Indemnitee’s
right to indemnification and other rights under this Agreement shall be
enforceable by Indemnitee pursuant to the arbitration provisions set forth in
this Section 13 and shall be enforceable notwithstanding any adverse
Determination by the Company’s Board of Directors, independent legal counsel,
or the Company’s stockholders, and no such Determination shall create a
presumption that Indemnitee is not entitled to be indemnified hereunder.  In any such action the Company shall have the
burden of proving that indemnification is not required under this Agreement.


 


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(b)   In
the event that any action is instituted by Indemnitee under this Agreement, or
to enforce or interpret any of the terms of this Agreement, Indemnitee shall be
entitled to be paid all costs and reasonable expenses, including reasonable
counsel fees, incurred by Indemnitee with respect to such action, unless the
Arbitrator determines that the material assertions made by Indemnitee as a
basis for such action were not made in good faith or had no reasonable basis.


 


(c)   In
the event of any controversy, dispute or claim arising out of or related to
this Agreement the parties shall negotiate in good faith in an attempt to reach
a mutually acceptable settlement of such dispute.  If negotiations in good faith do not result
in a settlement of any such controversy, dispute or claim, it shall be finally
settled by expedited arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, subject to the following:


 


(i)            The
Arbitrator shall be determined from a list of names of five impartial
arbitrators each of whom shall be an attorney experienced in arbitration
matters concerning director and executive indemnification agreement disputes,
supplied by the American Arbitration Association (the “Association”) and chosen
by Indemnitee and the Company each in turn striking a name from the list until
one name remains.


 


(ii)           The
Arbitrator shall determine whether and to what extent any party shall be
entitled to damages under this Agreement.


 


(iii)          The
Arbitrator shall not have the power to add to nor modify any of the terms or
conditions of the 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.


 


(iv)          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 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


 


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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 proceedings between the parties.


 


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


 


(vi)          The
arbitration proceeding and all filings, 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 subject to the
confidentiality provisions of this Agreement.


 


(vii)         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.


 


(viii)        The
Arbitrator may order a pre-hearing exchange of information including
depositions, interrogatories, production of documents, exchange of summaries of
testimony or exchange of statements of position, and the Arbitrator shall limit
such disclosure to avoid unnecessary burden to the parties 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.  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.  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.


 


(ix)           The
Company shall be precluded from asserting in any arbitration commenced pursuant
to this Section 13 that the obligations, procedures and presumptions of
this Agreement are not valid, binding and enforceable and shall stipulate
before any such arbitrator that the Company is bound by all the provisions of
this Agreement.


 


(d)   Notwithstanding
the dispute resolution procedures contained in this Section 13, either
party may apply to any court in the state or Federal courts of the States of
Delaware or California:  (i) to enforce
this Agreement to arbitrate; (ii) to seek provisional injunctive relief so as
to maintain the status quo until the arbitration award is rendered or the
dispute is otherwise resolved; or (iii) to challenge or vacate any final
judgment, award or decision of the Arbitrator that does not comport with the
express provisions of this Section 13.


 


14.           Severability.  In the event that any provision of this
Agreement is determined by a court to require the Company to do or to fail to
do an act which is in violation of applicable law, such provision (including
any provision within a single section, paragraph or sentence) shall be limited
or modified in its application to the minimum extent necessary to avoid a
violation of law, and, as so limited or modified, such


 


11





















 


provision and the
balance of this Agreement shall be enforceable in accordance with their terms
to the fullest extent permitted by law.


 


15.           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State.


 


16.           Consent to Jurisdiction.  The Company and Indemnitee each hereby
irrevocably consents to the jurisdiction of the courts of the States of
Delaware and California for all purposes in connection with any action or
proceeding which arises out of or relates to this Agreement and agrees that any
action instituted under this Agreement shall be brought only in the state and
Federal courts of the States of Delaware and California.


 


17.           Notices. 
All notices or other communications required or permitted hereunder
shall be sufficiently given for all purposes if in writing and personally
delivered, telegraphed, telexed, sent by facsimile transmission or sent by
registered or certified mail, return receipt requested, with postage prepaid
addressed as follows, or to such other address as the parties shall have given
notice of pursuant hereto:


 


(i)            If
to the Company to:


 


THQ Inc.


27001 Agoura Road,
Suite 325


Calabasas Hills,
California 91301


Attention:  Chief Executive Officer


Telecopy: (818)
871-7400


 


(ii)           If
to Indemnitee, to:


 


 


 


 


Attention:
                                        


Telecopy #:
                                     


 


18.           Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original and all of which, when taken together, shall
constitute one and the same instrument.


 


19.           Successors and Assigns.  This Agreement shall be (i) binding upon all
successors and assigns of the Company, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, and (ii)
binding upon and inure to the benefit of any successors and assigns, heirs, and
personal or legal representatives of Indemnitee.


 


20.           Amendment; Waiver.  No amendment, modification, termination or
cancellation of this Agreement shall be effective unless made in a writing
signed by each of the parties hereto.  No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver.


 


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21.           Contribution.  If the indemnification or reimbursement
provided for hereunder is finally determined in accordance with Section 13
to be unavailable to Indemnitee in respect of any Losses or Expenses of a Claim
(other than for any reason specified in Section 3 hereof), then the
Company agrees, to the extent permitted by applicable law, in lieu of
indemnifying Indemnitee, to contribute to the amount paid or payable by
Indemnitee as a result of such Losses or Expenses in such proportion as is
appropriate to reflect the relative benefits accruing to the Company and
Indemnitee with respect to the events giving rise to such Losses or
Expenses.  If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law, then the Company agrees to contribute to the amount paid or payable by
Indemnitee as a result of such Losses or Expenses in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and of Indemnitee with respect to the events giving rise
to such Losses or Expense.


 


*    *   
*


 


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IN WITNESS WHEREOF, the
Company and Indemnitee have executed this Agreement as of the day and year
first above written.


 


	
   

  	
  THQ Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Indemnitee)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  	
   

  	
   

  
							



 


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