**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-K/A**

**(AmendmentNo. 1)**

 

**(Mark One)**

 

**x****ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(d)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended March 31, 2010**

**OR**

**o****TRANSITION REPORT PURSUANTTO SECTION 13 OR 15(d)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

**For thetransition period from     to    **

**Commission file number 0-18813**

 

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**THQ INC.**

(Exact Name of Registrant as Specified in Its Charter)

 

| **Delaware**                                                     | ** ** | **13-3541686**                         |
|------------------------------------------------------------------|------------|----------------------------------------|
| (State  or Other Jurisdiction of  Incorporation or Organization) |       | (I.R.S.  Employer  Identification No.) |
| **29903 Agoura Road**                                       | ** ** | ** **                             |
| **Agoura Hills, CA**                                             | ** ** | **91301**                              |
| (Address  of principal executive offices)                        |       | (Zip  Code)                            |

 

Registrant’s telephone number, including area code: **(818) 871-5000**

 

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Securities registered pursuant to Section 12(b) of the Act:

 
|      Title of each class: | Name  of each exchange on which registered: |
|-----------------------------------------------|---------------------------------------------|
| **Common Stock, $.01 par value**              | **The NASDAQ Stock Market LLC**        |
| **Preferred Stock Purchase Rights**           | **The NASDAQ Stock Market LLC**        |

 

Securities registered pursuant to Section 12(g) of the Act:None

 

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Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yes o No R

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act. Yes o No R

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes R No o

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T(§ 229.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit and post suchfiles). Yes o No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of the registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer”, “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer o | Accelerated filer R | Non-accelerated filer o(Do not check if a  smaller  reporting company) | Smaller reporting company o |
|------------------------------------------|-------------------------------|----------------------------------------------------------------------------------|--------------------------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act). Yes o No R

 

Theaggregate market value of the voting and non-voting common equity held bynon-affiliates, computed by reference to the price at which the common equitywas last sold, as of the last business day of the registrant’s most recentlycompleted second fiscal quarter, September 26, 2009 was approximately$478.0 million.

 

Thenumber of shares outstanding of the registrant’s common stock as of August 30,2010 was approximately 67,758,464.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Theregistrant’s 2010 Proxy Statement is incorporated by reference intoPart III in registrant’s Form 10-K for the fiscal year ended March 31,2010.

 

 

 

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**THQ INC.**

**FORM 10-K/A**

**FOR THE FISCAL YEAR ENDED MARCH 31, 2010**

 

**Table of Contents**

 
| ** **       | ** **       | **PAGE** |
|------------------|------------------|----------|
| Explanatory Note | 1                |
|             | **Part IV** |     |
| Item 15.    | Exhibits         | 2        |
| SIGNATURES       | 6                |

 

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EXPLANATORYNOTE

 

ThisAmendment No. 1 (“Amendment”) on Form 10-K/A amends our Annual Reporton Form 10-K for the fiscal year ended March 31, 2010 (“Form 10-K”)as filed with the Securities and Exchange Commission on June 4, 2010.  No revisions are being made to the Company’sfinancial statements and except as described below, this Amendment does notreflect events occurring after the filing of the Form 10-K and no otherchanges are being made to any other disclosure contained in the Form 10-K.

 

ThisAmendment is an exhibit-only filing in response to comments received from thestaff of the Securities and Exchange Commission regarding a request forconfidential treatment of certain portions of Exhibit 10.47 originallyfiled with the Form 10-K. This Amendment is being filed solely to re-file Exhibit 10.47.Except for the changes to Exhibits 10.47, this Amendment does not otherwiseupdate any exhibits as originally filed. In addition, as required by Rule 12b-15under the Securities Exchange Act of 1934, as amended, new certifications byour principal executive officer and principal financial officer are filed asexhibits to this Amendment.

 

1

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**PART IV**

 

**Item 15. Exhibits**

 

 

Thefollowing exhibits are filed herewith or are incorporated by reference toexhibits previously filed with the SEC. We will furnish copies of the exhibitsfor a reasonable fee (covering the expense of furnishing copies) upon request:

 
| **Exhibit  Number** | ** ** | **Title**                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                 |       | Certificate of  Incorporation (incorporated by reference to Exhibit 3.1 to  Post-Effective Amendment No. 1 to the Registration Statement on  Form S-3 filed on January 9, 1998 (File No. 333-32221) (the  “S-3 Registration Statement”)).                                                                                                                                                                                        |
| 3.2                 |       | Amendment to Certificate  of Incorporation (incorporated by reference to Exhibit 3.2 to  Post-Effective Amendment No. 1 to the S-3 Registration Statement).                                                                                                                                                                                                                                                                                               |
| 3.3                 |       | Amendment to Certificate  of Incorporation (incorporated by reference to Exhibit 3.3 to the  Company’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2001).                                                                                                                                                                                                                                                                     |
| 3.4                 |       | Amendment to Certificate  of Incorporation (incorporated by reference to Exhibit 3.4 to the  Company’s Quarterly Report on Form 10-Q for the period ended  September 30, 2007).                                                                                                                                                                                                                                                                 |
| 3.5                 |       | Amended and Restated  Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s  Current Report on Form 8-K filed on March 12, 2009).                                                                                                                                                                                                                                                                                                   |
| 3.6                 |       | Amended and Restated  Certificate of Designation, Preferences, and Rights of Series A Junior  Participating Preferred Stock of THQ Inc. (incorporated by reference to  Exhibit 3.1 to the Company’s Registration Statement on Form 8-A  filed on May 13, 2010 (File No. 001-15959) (the “May 2010  8-A”)).                                                                                                        |
| 4.1                 |       | Rights Agreement dated as  of May 12, 2010, by and between the Company and Computershare Trust  Company, N.A., as rights agent, which includes as Exhibit B the  Form of Rights Certificate (incorporated by reference to  Exhibit 4.1 to the May 2010 8-A).                                                                                                                                                                               |
| 4.2                 |       | Amended and Restated  Rights Agreement, dated as of August 22, 2001 between the Company and  Computershare Investor Services, LLC, as Rights Agent (incorporated by  reference to Exhibit 1 to Amendment No. 2 to the Company’s  Registration Statement on Form 8-A filed on August 28, 2001 (File  No. 001-15959)).                                                                                                        |
| 4.3                 |       | First Amendment to Amended  and Restated Rights Agreement, dated April 9, 2002 between the Company  and Computershare Investor Services, LLC, as Rights Agent (incorporated  by reference to Exhibit 2 to Amendment No. 3 to the Company’s  Registration Statement on Form 8-A filed on April 12, 2002 (file  No. 000-18813)).                                                                                              |
| 4.4                 |       | Second Amendment to  Amended and Restated Rights Agreement, dated as of May 12, 2010 between  the Company and Computershare Investor Services, LLC (incorporated by  reference to Exhibit 10.1 to the Form 8-K filed with the SEC on  May 13, 2010).                                                                                                                                                                                       |
| 4.5                 |       | Indenture dated as of  August 4, 2009, between the Company and Union Bank, N.A., as trustee  (incorporated by reference to Exhibit 4.1 to the Company’s Current  Report on Form 8-K filed on August 4, 2009) (the “August 2009  8-K”)).                                                                                                                                                                                     |
| 4.6                 |       | Form of 5.00%  Convertible Senior Note (incorporated by reference to Exhibit 4.1 to the  August 2009 8-K).                                                                                                                                                                                                                                                                                                                                           |
| 10.1#               |       | Second Amended and  Restated Employment Agreement dated as of December 31, 2008 between the  Company and Brian J. Farrell (incorporated by reference to  Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the  fiscal year ended March 31, 2009 (the “March 2009 10-K”).                                                                                                                                   |
| 10.2#               |       | Indemnification  Agreements, dated as of November 30, 2004 between the Company and each  director of the Company, being the following: Lawrence Burstein, Henry  DeNero, Brian P. Dougherty, Brian J. Farrell, and James L.  Whims (incorporated by reference to Exhibit 10.4 to the Company’s  Quarterly Report on Form 10-Q for the quarterly period ended  December 31, 2004 (the “December 2004 10-Q”)). |
| 10.3#               |       | Indemnification Agreement,  dated as of March 28, 2006 between the Company and Jeffrey W.  Griffiths (the form of which is incorporated by reference to  Exhibit 10.4 to the Company’s December 2004 10-Q).                                                                                                                                                                                                                                |
| 10.4#               |       | Indemnification Agreement,  dated as of January 31, 2008 between the Company and Gary Rieschel (the  form of which is incorporated by reference to Exhibit 10.4 to the  Company’s December 2004 10-Q).                                                                                                                                                                                                                                          |
| 10.5#               |       | Indemnification Agreement,  dated as of March 2, 2009 between the Company and Paul J. Pucino  (the form of which is incorporated by reference to Exhibit 10.4 to the  Company’s December 2004 10-Q).                                                                                                                                                                                                                                       |
| 10.6#               |       | THQ Inc. Amended and  Restated 2006 Long Term Incentive Plan (incorporated by reference to  Exhibit A to the Company’s Proxy Statement on Schedule 14A filed  July 1, 2008).                                                                                                                                                                                                                                                               |
| 10.7#               |       | THQ Inc. Amended and  Restated Employee Stock Purchase Plan (incorporated by reference to  Exhibit A to the Company’s Proxy Statement on Schedule 14A filed  July 7, 2009).                                                                                                                                                                                                                                                                |

 

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| 10.8#   |   | THQ Inc. Amended and  Restated 1997 Stock Option Plan, as amended on August 18, 2005  (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly  Report on Form 10-Q for the period ended September 30, 2005).                                                                                                                                                                                                 |
|---------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.9#   |   | Third Amended and Restated  Non-executive Employee Stock Option Plan (incorporated by reference to  Appendix C to the Company’s Proxy Statement on Schedule 14A filed  July 3, 2003).                                                                                                                                                                                                                                                |
| 10.10#  |   | THQ Inc. Stock Unit  Deferred Compensation Plan, effective as of August 18, 2005  (incorporated by reference to Exhibit 10.11 to the Company’s Annual  Report on Form 10-K for the fiscal year ended March 31, 2007 (the  “March 2007 10-K)).                                                                                                                                                                    |
| 10.11#  |   | Form of Severance  Agreement with Executive Officers (incorporated by reference to  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended June 30, 2006 (the “June 2006 10-Q”)).                                                                                                                                                                                                    |
| 10.12#  |   | Form of Severance  Agreement with Senior Officers (incorporated by reference to  Exhibit 10.2 to the Company’s June 2006 10-Q).                                                                                                                                                                                                                                                                                                      |
| 10.13#  |   | Form of Severance  Agreement with Officers (incorporated by reference to Exhibit 10.3 to  the Company’s June 2006 10-Q).                                                                                                                                                                                                                                                                                                             |
| 10.14#  |   | Form of  Change-in-Control Agreement with Executive and Senior Officers (incorporated  by reference to Exhibit 10.4 to the Company’s June 2006 10-Q).                                                                                                                                                                                                                                                                                |
| 10.15#  |   | Form of  Change-in-Control Agreement with Officers (incorporated by reference to  Exhibit 10.5 to the Company’s June 2006 10-Q).                                                                                                                                                                                                                                                                                                     |
| 10.16#  |   | THQ Inc. Management  Deferred Compensation Plan, effective as of January 1, 2005  (incorporated by reference to Exhibit 10.1 to the Company’s Current  Report on Form 8-K filed on December 23, 2004).                                                                                                                                                                                                                     |
| 10.17   |   | Loan and Security  Agreement dated as of June 30, 2009, by and among the Company, the  financial institutions party to the Agreement from time to time as lenders  (“Lenders”), and Bank of America, N.A., as agent for the Lenders (incorporated  by reference to Exhibit 10.1 to the Company’s Quarterly report on  Form 10-Q for the period ended September 30, 2009 (the  “September 2009 10-Q”)). |
| 10.18** |   | First Amendment to Loan  and Security Agreement dated as of January 21, 2010, by and among the  Company, Lenders, and Bank of America, N.A., as agent for the Lenders.                                                                                                                                                                                                                                                                              |
| 10.19   |   | Settlement Agreement dated  as of August 17, 2009, by and between the Company and JAKKS  Pacific, Inc. (incorporated by reference to Exhibit 10.2 to the  Company’s September 2009 10-Q).                                                                                                                                                                                                                                       |
| 10.20   |   | Settlement Agreement,  dated as of December 22, 2009, between the Company and World Wrestling  Entertainment, Inc. (incorporated by reference to Exhibit 10.1 to  the Company’s Current Report on Form 8-K filed on December 29,  2009).                                                                                                                                                                                   |
| 10.21   |   | Settlement Agreement and  Mutual Release dated as of December 22, 2009, by and between the  Company, Jakks Pacific, Inc. and THQ/JAKKS Pacific, LLC  (incorporated by reference to Exhibit 10.2 to the Company’s Current  Report on Form 8-K filed on December 29, 2009).                                                                                                                                             |
| 10.22   |   | Agreement dated as of  December 22, 2009, between the Company and JAKKS Pacific, Inc.  (incorporated by reference to Exhibit 10.3 to the Company’s Current  Report on Form 8-K filed on December 29, 2009).                                                                                                                                                                                                                |
| 10.23+  |   | PlayStation® 2 CD-Rom / DVD-Rom Licensed  Publisher Agreement, dated as of April 1, 2000 between Sony Computer  Entertainment America Inc. and the Company (incorporated by reference to  Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for  the period ended September 30, 2002 (the “September 2002 10-Q”)).                                                           |
| 10.24+  |   | Amendment to the  PlayStation® 2 CD-Rom / DVD-Rom Licensed  Publisher Agreement dated January 1, 2004 between Sony Computer  Entertainment America Inc. and the Company (incorporated by reference to  Exhibit 10.18 to the March 2009 10-K).                                                                                                                                                                    |
| 10.25   |   | Latin American Rider to  the PlayStation® 2 CD-Rom / DVD-Rom Licensed  Publisher Agreement effective as of December 17, 2008 between Sony  Computer Entertainment America Inc. and the Company (incorporated by  reference to Exhibit 10.19 to the March 2009 10-K).                                                                                                                                             |
| 10.26+  |   | PlayStation® 2 Licensed Publisher Agreement, dated as of  July 28, 2003 between Sony Computer Entertainment Europe Limited and THQ  International Limited (incorporated by reference to Exhibit 10.1 to the  Company’s Quarterly Report on Form 10-Q for the period ended  September 30, 2003).                                                                                                                       |
| 10.27+  |   | PlayStation® Portable Licensed Publisher Agreement, dated  as of November 17, 2004 between Sony Computer Entertainment  America Inc. and the Company (incorporated by reference to  Exhibit 10.2 to the Company’s December 2004 10-Q).                                                                                                                                                                                |
| 10.28   |   | Latin American Rider to  the PlayStation® Portable Licensed Publisher Agreement  effective as of December 17, 2008 between Sony Computer Entertainment  America Inc. and the Company (incorporated by reference to Exhibit 10.22  to the March 2009 10-K).                                                                                                                                                                 |
| 10.29+  |   | Global PlayStation 3  Format Licensed Publisher Agreement and North American Territory Rider,  effective as of March 5, 2007 by and between Sony Computer Entertainment  America Inc. and the Company (incorporated by reference to  Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the  year ended March 31, 2008).                                                                                        |

 

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| 10.30    |   | Latin American Rider to  the Global PlayStation 3 Format Licensed Publisher Agreement effective as of  December 12, 2008 between Sony Computer Entertainment America Inc.  and the Company (incorporated by reference to Exhibit 10.24 to the  March 2009 10-K).                                                                                                                                                                                                           |
|----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.31+   |   | Xbox 360 Publisher  License Agreement, dated as of October 31, 2005 by and between Microsoft  Licensing, GP and the Company (incorporated by reference to  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended December 31, 2005).                                                                                                                                                                                           |
| 10.32+   |   | Amendment to the  Xbox 360 Publisher License Agreement, effective as of October 1,  2006, by and between Microsoft Licensing, GP and the Company  (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly  Report on Form 10-Q for the quarter ended December 31, 2006).                                                                                                                                                                      |
| 10.33+   |   | Amendment to the  Xbox 360 Publisher License Agreement, dated as of January 17, 2007,  by and between Microsoft Licensing, GP and the Company (incorporated by  reference to Exhibit 10.25 to the Company’s Annual Report on the  March 2007 10-K).                                                                                                                                                                                                              |
| 10.34+   |   | Amendment to the  Xbox 360 Publisher License Agreement effective as of July 8, 2008  by and between Microsoft Licensing, GP and the Company (incorporated by  reference to Exhibit 10.1 to the Company’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 2008).                                                                                                                                                                          |
| 10.35+   |   | Amendment No. 2 to  the Xbox 360 Publisher License Agreement effective as of  October 21, 2008 between Microsoft Licensing, GP and the Company  (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly  Report on Form 10-Q for the quarter ended December 31, 2008).                                                                                                                                                                   |
| 10.36    |   | Form of Web Portal  Xbox LIVE WebServices Addendum to the Xbox 360 Publisher License  Agreement dated as of October 31, 2005 by and between Microsoft  Licensing, GP and the Company (incorporated by reference to  Exhibit 10.4 to the Company’s September 2009 10-Q).                                                                                                                                                                                     |
| 10.37**  |   | Letter Amendment to the  Xbox 360 Publisher License Agreement dated as of October 19, 2009  by and between Microsoft Licensing, GP and THQ (UK) Limited.                                                                                                                                                                                                                                                                                                                        |
| 10.38+** |   | Amendment to the  Xbox 360 Publisher License Agreement (Russian Incentive Program; Hits  Program Revisions) effective as of February 26, 2010, by and between  Microsoft Licensing, GP and the Company.                                                                                                                                                                                                                                                                         |
| 10.39+   |   | Confidential License  Agreement for the Nintendo DS handheld platform dated as of January 25,  2005 between Nintendo of America, Inc. and the Company (incorporated by  reference to Exhibit 10.32 to the Company’s Annual Report on  Form 10-K for the year ended March 31, 2005).                                                                                                                                                                              |
| 10.40    |   | First Amendment to the  Confidential License Agreement for Nintendo DS effective as of  October 15, 2007 between Nintendo of America Inc. and the Company  (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly  Report on Form 10-Q for the quarter ended June 30, 2008).                                                                                                                                                                      |
| 10.41    |   | Side Letter Agreement to  the Confidential License Agreement for Nintendo DS dated February 25,  2009 between Nintendo of America Inc. and the Company (incorporated by  reference to Exhibit 10.35 to the March 2009 10-K).                                                                                                                                                                                                                                               |
| 10.42+   |   | Confidential First Renewal  License agreement for Nintendo DS (EEA, Australia, and New Zealand) effective  as July 20, 2008 between Nintendo Co., Ltd., the Company and  certain of the Company’s subsidiaries (incorporated by reference to  Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended December 31, 2008).                                                                                                   |
| 10.43    |   | Amendment Letter dated  November 23, 2009 to Confidential First Renewal License Agreement for  Nintendo DS and Nintendo DSi (EEA, Australia and New Zealand), by and between  Nintendo Co., Ltd., the Company and certain of the Company’s  subsidiaries (incorporated by reference to Exhibit 10.1 to the Company’s  Quarterly Report on Form 10-Q for the quarter ended December 31,  2009 (the “Company’s December 2009 10-Q”). |
| 10.44+   |   | Confidential License  Agreement for the Wii Console (Western Hemisphere), dated as of  October 12, 2007 between Nintendo of America Inc. and the Company  (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly  Report on Form 10-Q for the period ended December 31, 2007).                                                                                                                                                                    |
| 10.45+   |   | Add On Content Addendum to  the Confidential License Agreement for the Wii Console (Western Hemisphere)  effective as of March 23, 2009 between Nintendo of America Inc. and  the Company (incorporated by reference to Exhibit 10.38 to the  March 2009 10-K).                                                                                                                                                                                                            |
| 10.46    |   | First Amendment to  Confidential License Agreement for the Wii Console (Western Hemisphere)  effective as of September 15, 2009, by and between Nintendo of  America, Inc. and the Company (incorporated by reference to  Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on  September 25, 2009).                                                                                                                                                |
| 10.47*+  |   | Confidential First Renewal  License Agreement for the Wii Console (EEA, Australia, and New Zealand)  effective as of October 30, 2009, by and among the Company, certain of  Company’s subsidiaries and Nintendo Co., Ltd.                                                                                                                                                                                                                                                 |
| 10.48    |   | Lease agreement dated  December 22, 2004 between the Company, as Tenant, and FORCE-AGOURA  ROAD, LLC and Dennis D. Jacobsen Family Holdings II, LLC,  as Landlord (incorporated by reference to Exhibit 10.6 to the Company’s  December 2004 10-Q).                                                                                                                                                                                                    |
| 14       |   | Code of Ethics for  Executive Officers and Other Senior Financial Officers, as adopted  May 27, 2004 (incorporated by reference from the Company’s  Form 10-K for the fiscal year ended March 31, 2006).                                                                                                                                                                                                                                                                   |
| 21**     |   | Subsidiaries of the  Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

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| 23.1** |   | Consent of Deloitte &  Touche LLP                                                                                                                                      |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1** |   | Certification of  Brian J. Farrell, Chief Executive Officer, pursuant to Section 302  of the Sarbanes-Oxley Act of 2002                                                    |
| 31.2** |   | Certification of  Paul J. Pucino, Chief Financial Officer, pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002                                                      |
| 31.3*  |   | Certification of  Brian J. Farrell, Chief Executive Officer, pursuant to Section 302  of the Sarbanes-Oxley Act of 2002                                                    |
| 31.4*  |   | Certification of  Paul J. Pucino, Chief Financial Officer, pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002                                                      |
| 32**   |   | Certification of  Brian J. Farrell, Chief Executive Officer, and Paul J. Pucino,  Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002 |

 

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*                                         Filed herewith

 

**                                  Previouslyfiled as an exhibit with the Registrant’s Annual Report on Form 10-K,filed on June 4, 2010

 

#                                         Managementcontract of compensatory plan or arrangement

 

+                                         Portions havebeen omitted and filed separately with the Securities and Exchange Commissionpursuant to a request for confidential treatment in accordance withRule 24b-2 under the Securities Exchange Act of 1934, as amended.

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned thereunto duly authorized.

 
| Dated:  September 3, 2010 | THQ INC. |
|--------------------------------|---------------|
|                           | By:           | /s/  Brian J. Farrell  Brian J. Farrell, Chairman of the Board,  President and Chief Executive Officer  (Principal Executive Officer) |
| Dated:  September 3, 2010 | THQ INC. |
|                           | By:           | /s/  Paul J. Pucino  Paul J. Pucino, Executive Vice President, Chief Financial Officer  (Principal Financial Officer) |
| Dated:  September 3, 2010 | THQ INC. |
|                           | By:           | /s/  Teri J. Manby  Teri J. Manby, Vice President, Chief Accounting Officer  (Principal Accounting Officer) |

 

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