**Exhibit10.11**

**THQ INC.**

**STOCKUNIT DEFERRED COMPENSATION PLAN**

1.                                       Definitions.

(a)                                  “Account”means the separate account maintained on the books of the Company for eachParticipant pursuant to Section 4.

(b)                                 “Board”means the Board of Directors of the Company.

(c)                                  “Company”means THQ Inc., a Delaware corporation.

(d)                                 “CommonStock” means the common stock, par value $0.01 per share, of the Company.

(e)                                  “DeferredStock Units” means deferred stock units granted to the Participant as a form ofOther Stock Unit Award under the Long-Term Incentive Plan.

(f)                                    “DeferredStock Unit Account” means the separate account maintained on the books of theCompany for each Participant who is a director pursuant to Section 4.

(g)                                 “Director”means any member of the Board who is not an employee of the Company or any ofits subsidiaries.

(h)                                 “Disability”means that the Participant (i) is unable to engage in any substantial gainfulactivity by reason of any medically determinable physical or mental impairmentwhich can be expected to result in death or can be expected to last for acontinuous period of not less than 12 months, or (ii) is, by reason of anymedically determinable physical or mental impairment which can be expected toresult in death or can be expected to last for a continuous period of not lessthan 12 months, receiving income replacement benefits for a period of not lessthan 3 months under an accident and health plan covering employees of theCompany.

(i)                                     “DividendEquivalent Stock Units” means the additions to the Participant’s Accountdescribed in Section 4.

(j)                                     “EffectiveDate” means August 18, 2005.

(k)                                  “Long-TermIncentive Plan” means the THQ Inc. 2006 Long-Term Incentive Plan.

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(l)                                     “Officer”means an officer of the Company (including subsidiaries of the Company) at orabove the level of Vice President.

(m)                               “Participant”means a Director or Officer who elects to participate in this Plan as providedin Section 3.

(n)                                 “PerformanceAccelerated Restricted Stock Units” means Performance Accelerated RestrictedStock Units granted to the Participant under the Stock Option Plan.

(o)                                 “Plan”means the THQ Inc. Stock Unit Deferred Compensation Plan (formerly known as theTHQ Inc. Performance Accelerated Restricted Stock Unit Deferred CompensationPlan).  The Plan is a sub-plan under theStock Option Plan and the Long-Term Incentive Plan.

(p)                                 “RestrictedStock Units” means restricted stock units granted to the Participant as a formof Other Stock Unit Award under the Long-Term Incentive Plan.

(q)                                 “Section409A” means Section 409A of the Internal Revenue Code of 1986, as amended.

(r)                                    “StockOption Plan” means the THQ Inc. Amended and Restated 1997 Stock Option Plan.

(s)                                  “StockUnits” means Deferred Stock Units, Performance Accelerated Restricted StockUnits and Restricted Stock Units.

2.                                       Administration.

(a)                                  ThePlan shall be administered by the Board. The Board shall also have the authority to make, amend, interpret, andenforce all appropriate rules and regulations for the administration of thePlan and decide any and all questions as may arise in connection with theinterpretation or application of the Plan. The Board may delegate some or all of its powers and authority hereunderto the Compensation Committee of the Board, as the Board deems appropriate.

(b)                                 Thedecision or action of the Board (or the Compensation Committee) in respect toany question arising out of or in connection with the administration,interpretation and application of the Plan and the rules and regulationspromulgated

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hereunder shall be final, conclusive and binding upon Participants andall other persons having or claiming any interest in the Plan.

3.                                       Participation.

(a)                                  ADirector or Officer may elect to participate in the Plan by filing a writtenelection with the Company, on such form as may be prescribed by the Board, todefer 50% or 100% of Director’s or Officer’s grant of Performance AcceleratedRestricted Stock Units or Restricted Stock Units made in any calendar year.

(b)                                 Exceptas provided below, a deferral election shall become effective on the first dayof the calendar year following the date the election is made.  A new deferral election must be made by aParticipant for each calendar year.

(c)                                  Notwithstandinganything contained herein to the contrary, a Participant may make a deferralelection within thirty (30) days after a grant of Stock Units to suchParticipant; provided, however, such election may only be made if none of theStock Units granted to the Participant in the grant for which the election isbeing made will be able to vest prior to twelve (12) months from the date suchelection is made.

(d)                                 ADirector shall automatically become a Participant with respect to the DeferredStock Units that are granted to the Director in any calendar year.

4.                                       Account;Deferred Stock Unit Account

(a)                                  ThePerformance Accelerated Restricted Stock Units and the Restricted Stock Unitsthat are deferred pursuant to a Participant’s deferral election shall becredited to the Participant’s Account.  TheDeferred Stock Units granted to a Participant, that are automatically deferred,shall be credited to the Participant’s Deferred Stock Unit Account.

(b)                                 Wheneverany cash dividends are declared on the Common Stock, on the date such dividendis paid the Company will credit the Account and Deferred Stock Unit Account of eachParticipant with a number of Dividend Equivalent Units equal to the result ofdividing (i) the product of (x) the total number of Stock Units and DividendEquivalent Units credited to the Participant’s Account and Deferred Stock UnitAccount on the record date for such dividend and (y) the per share amount ofsuch dividend by (ii) the Fair Market Value (as such term is defined in theStock Option Plan) of one share

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of Common Stock on the date such dividend is paid by the Company to theholders of Common Stock.

5.                                       Paymentof Account and Deferred Stock Unit Account.

(a)                                  Paymentof the portion of the Participant’s Deferred Stock Unit Account attributable toeach grant of Deferred Stock Units shall be made in a lump sum thirteen monthsafter the grant, unless the Participant elects to change the time of payment inaccordance with the last sentence of this Section 5(a).  Payment of the Participant’s Account shall bemade in a lump sum in accordance with the Participant’s election filed with theCompany (or, if earlier as provided in paragraph (b) of this Section), on suchform as may be prescribed by the Board: (i) within 30 days after thetermination for any reason (including Disability) of (A) the Participant’sservice as a Director if the Participant is a Director or (B) the Participant’semployment if the Participant is an Officer, (ii) on the date specified in theelection or (iii) the earlier of the date specified in the election or within30 days after the termination for any reason (including Disability) of (A) theParticipant’s service as a Director if the Participant is a Director or (B) theParticipant’s employment if the Participant is an Officer.

The Participant maychange the time of payment of the Account or the Deferred Stock Unit Account byfiling a new election form with the Company, provided that (i) the electionwill not take effect for at least 12 months after the date on which it is made asrequired by Section 409A of the Code (i.e., the election must be made at least12 months in advance) and (ii) the new payment date must be at least 5years after the date the Account or the Deferred Stock Unit Account wouldotherwise have been paid.

(b)                                 Notwithstandinganything contained herein to the contrary, in the event of a Change of Control (as definedin Appendix A) or a Participant’s death prior to payment of the Account or theDeferred Stock Unit Account, then regardlessof a Participant’s election or change in election of the applicable time ofpayment, a lump sum payment of the Participant’s Account shall be made tothe Participant (to the Participant’s beneficiary as provided in Section 6in the event of the Participant’s death) within 30 days following the Change ofControl or the Participant’s death.

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(c)                                  Notwithstandinganything contained herein the contrary, in the event payment of the Account isto be made by reason of the Participant’s termination of service or terminationof employment, other than by reason of death or Disability, no payment shall bemade until six months after such termination of service if the Participant is aspecified employee as defined in Internal Revenue Code Section 409A.

(d)                                 Paymentof the Account and the Deferred Stock Unit Account shall be made in shares ofCommon Stock, with one share payable for each Stock Unit and each DividendEquivalent Unit credited to the Participant’s Account.

6.                                       BeneficiaryDesignation.

Each Participant shall have the right, at any time, todesignate any person or persons as his beneficiary or beneficiaries to whompayment under the Plan shall be paid in the event of his death prior to paymentto the Participant of his or her Account and Deferred Stock Unit Account.  Any beneficiary designation may be made orchanged by a Participant by a written instrument, in such form prescribed bythe Board, which is filed with the Company prior to the Participant’s death. Ifa Participant fails to designate a beneficiary, or if all designatedbeneficiaries predecease the Participant, then the Account and Deferred StockUnit Account shall be paid to the Participant’s estate.

7.                                       Amendment;Cessation of Deferrals.

(a)                                  TheBoard may amend the Plan at any time in whole or in part; provided thatno amendment may adversely affect the rights of a Participant to receiveamounts properly credited to the Participant’s Account and Deferred Stock UnitAccount in accordance with the Plan prior to such amendment.

(b)                                 TheBoard may, in its sole discretion, cease future deferrals under the Plan at anytime.  In such event, payment of theAccounts and Deferred Stock Unit Accounts of Participants will continue to bemade as provided in Section 5.

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8.                                       Miscellaneous.

(a)                                  TheCompany’s obligation to make payment under the Plan shall be contractual onlyand all payments hereunder shall be made by the Company from its general assetsat the time and in the manner provided for in the Plan.

(b)                                 Neithera Participant nor any other person shall have any right to sell, assign,transfer, pledge, anticipate, or otherwise encumber, the amounts, if any,payable hereunder, to the Participant or such other person.  No part of the amounts payable under the Planshall be subject to seizure or sequestration for the payment of any debts,judgments, alimony or separate maintenance owed by a Participant or any otherperson, nor be transferable by operation of law in the event of a Participant’sor any other person’s bankruptcy or insolvency.

(c)                                  Inthe event of a stock split, stock dividend, recapitalization or other eventdescribed in Section 5.7 of the Stock Option Plan and Section 12.2 of the Long-TermIncentive Plan (i) the provisions of Section 5.7 of the Stock Option Plan shallapply to Performance Accelerated Restricted Stock Units and related  Dividend Equivalent Stock Units credited tothe Participant’s Account and Deferred Stock Unit Account and (ii) the provisionsof Section 12.2 of the Long-Term Incentive Plan shall apply to Deferred StockUnits, Restricted Stock Units and related Dividend Equivalent Stock Units credited to the Participant’s Accountand Deferred Stock Unit Account; provided, however, that the determination ofadjustments shall be made by the Board.

(d)                                 Neitherthe Participant nor any other person shall have any rights as a stockholder ofthe Company under the Plan with respect to the Stock Units or DividendEquivalent Stock Units credited to the Participant’s Account and Deferred StockUnit Account until the shares of Common Stock are issued to the Participant orthe beneficiary of the Participant.

(e)                                  ThisPlan shall be governed by, and construed and enforced in accordance with, thelaws of the State of Delaware, without reference to principles of conflict oflaws.

(f)                                    ThisPlan in intended to comply, and shall be administered in a manner that isintended to comply, with Section 409A and shall be construed and interpreted inaccordance with such intent.  Anyprovision of this Plan that would cause the Plan to fail

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to satisfy Section 409A shall be amended to comply with Section 409A ona timely basis, which may be made retroactively, in accordance with regulationsand other guidance issued under Section 409A.

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**AppendixA**

“Change of Control”means and shall be deemed to have occurred as of the date of the first to occurof the following events:

(a)                                  AnyPerson or Group acquires stock of the Company that, together with stock held bysuch Person or Group, constitutes more than 50% of the total fair market valueor total voting power of the stock of the Company.  However, if any Person or Group is consideredto own more than 50% of the total fair market value or total voting power ofthe stock of the Company, the acquisition of additional stock by the samePerson or Group is not considered to cause a Change in Control.  An increase in the percentage of stock ownedby any Person or Group as a result of a transaction in which the Companyacquires its stock in exchange for property will be treated as an acquisitionof stock for purposes of this subsection. This subsection applies only when there is a transfer of stock of theCompany (or issuance of stock of the Company) and stock in the Company remainsoutstanding after the transaction;

(b)                                 AnyPerson or Group acquires (or has acquired during the 12-month period ending onthe date of the most recent acquisition by such Person or Group) ownership ofstock of the Company possessing 35% or more of the total voting power of thestock of the Company.  However, if anyPerson or Group is considered to own 35% of the total voting power of the stockof the Company, the acquisition of additional stock by the same Person or Groupis not considered to cause a Change in Control;

(c)                                  Amajority of members of the Company’s Board is replaced during any 12-monthperiod by Directors whose appointment or election is not endorsed by a majorityof the members of the Company’s Board prior to the date of the appointment orelection; or

(d)                                 AnyPerson or Group acquires (or has acquired during the 12-month period ending onthe date of the most recent acquisition by such Person or Group) assets fromthe Company that have a total gross fair market value equal to or more than 40%of the total gross fair market value of all of the assets of the Companyimmediately prior to such acquisition or acquisitions.  For this purpose, gross fair market valuemeans the value of the assets of the Company, or the value of the assets beingdisposed of, determined without regard to any liabilities associated with suchassets.   However, no Change in Controlshall be deemed to occur under this subsection (d) as a result of a transferto:

(i)                                     Ashareholder of the Company (immediately before the asset transfer) in exchangefor or with respect to its stock;

(ii)                                  Anentity, 50% or more of the total value or voting power of which is owned,directly or indirectly, by the Company;

(iii)                               APerson or Group that owns, directly or indirectly, 50% or more of the totalvalue or voting power of all the outstanding stock of the Company; or

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#### (iv)                              An entity, at least 50% of the total value orvoting power of which is owned, directly or indirectly, by a person describedin clause (iii) above.

For these purposes,the term “Person” shall mean an individual, Company, association, joint stockcompany, business trust or other similar organization, partnership, limitedliability company, joint venture, trust, unincorporated organization orgovernment or agency, instrumentality or political subdivision thereof.  The term “Group” shall have the meaning setforth in Rule13d-5 of the Securities Exchange Commission, modified to theextent necessary to comply with Proposed Treasury Regulation Section1.409A-3(g)(5)(v)(B), or any successor thereto in effect at the time adetermination of whether a Change of Control has occurred is being made.

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