**Exhibit 10.10**

 

**SEVERANCE AGREEMENT**

 

**THIS SEVERANCE AGREEMENT** (this “Agreement”) is entered into asof the      day of           200  , by and between THQ INC., a Delaware corporation (the “Company”),and      , (the“Executive”).

 

**W I T N E S S E T H**

 

WHEREAS,the Executive currently serves as a key employee of the Company and theExecutive’s services and knowledge are valuable to the Company in connectionwith the management of one or more of the Company’s principal operatingfunctions, departments, divisions or subsidiaries; and

 

WHEREAS,the Board has determined that it is in the best interests of the Company andits stockholders to encourage the Executive’s continued services and to ensurethe Executive’s continued dedication and objectivity in the event of any threator occurrence of, or negotiation or other action that could lead to, or createthe possibility of, a Change in Control of the Company, without concern as towhether the Executive might be hindered or distracted by personal uncertaintiesand risks created by any such possible Change in Control; and

 

WHEREAS,to encourage the Executive’s full attention and dedication to the Company, theBoard has authorized the Company to enter into this Agreement.

 

NOW,THEREFORE, the Company and the Executive hereby agree as follows:

 

1.                                       Definitions.

 

1.1                                 “Board” means the Board of Directorsof the Company.

 

1.2                                 “Cause” means (i) a materialbreach by the Executive of those duties and responsibilities of the Executivewhich do not differ in any material respect from the duties andresponsibilities of the Executive during the 90-day period immediately prior toa Change in Control (other than as a result of incapacity due to physical ormental illness), which breach is committed in bad faith or without reasonablebelief that such breach is in the best interests of the Company and is notremedied within 15 days after receipt of written notice specifying such breach,or (ii) the commission by the Executive of, or plea of guilty, no contestor *nolo contendere*to, (x)illegal conduct or gross misconduct that is materially injurious to the Companyor (y) any felony (unless arising as a result of vicarious liability or atraffic violation).

 

Inthe event of a termination before, but in connection with, a Change in Control,the date immediately prior to the Date of Termination shall be substituted forthe reference to a Change in Control in this definition of Cause.

 

1.3                                 “Change in Control” means theoccurrence of either of the following:

 

1.3.1                        The acquisition by any Person of beneficialownership (within the meaning of Rule 13d-3 promulgated under the ExchangeAct) of 30% or more of either (i) the Outstanding Company Common Stock, or(ii) the combined voting power of the Outstanding Company

 

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VotingSecurities; *provided, however*,that the following acquisitions shall not constitute a Change in Control:

 

1.3.1.1               any acquisition of voting securities of theCompany directly from the Company (including any acquisition resulting from theexercise of a conversion or exchange privilege in respect of outstandingconvertible or exchangeable securities), unless such acquisition in connectionwith a Reorganization;

 

1.3.1.2               any acquisition by the Company of votingsecurities of the Company; or

 

1.3.1.3               any acquisition by an employee benefit plan(or related trust) sponsored or maintained by the Company or any corporationcontrolled by the Company;

 

*provided further* that, for purposes of Section 1.3.1.2, if any Person (other thanthe Company or any employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company) shallbecome the beneficial owner of 30% or more of the Outstanding Company CommonStock or 30% or more of the Outstanding Company Voting Securities by reason ofan acquisition by the Company of another entity, and such Person shall, aftersuch acquisition by the Company, become the beneficial owner of any additionalshares of the Outstanding Company Common Stock or any additional OutstandingCompany Voting Securities and such beneficial ownership is publicly announced,such additional beneficial ownership shall constitute a Change in Control.

 

1.3.2                        The individuals who, at any time, constitutethe Incumbent Board cease for any reason to constitute at least a majority ofthe Board.

 

1.4.                              “Code” means the Internal Revenue Codeof 1986, as amended.

 

1.5.                              “Date of Termination” means (i) theeffective date on which the Executive’s employment by the Company terminates asspecified in a prior written notice by the Company or the Executive, as thecase may be, to the other, or (ii) if the Executive’s employment by theCompany terminates by reason of death, the date of death of the Executive.  Notwithstanding the foregoing, (x) in theevent that the Executive’s employment is terminated before, but in connectionwith, a Change in Control, the date fifteen days after the date of a writtennotice of the Executive’s employment termination (or, if earlier or such noticeis not provided, the actual date of termination) shall be the Executive’s “Dateof Termination,” and (y) in the event that a notice described in clause (i) ofthe preceding sentence is provided by the Company to the Executive during theTermination Period, at all events the Executive’s Date of Termination shall betreated as if it occurred during the Termination Period.

 

1.6.                              “Exchange Act” means the SecuritiesExchange Act of 1934, as amended.

 

1.7.                              “Good Reason” means, unless theExecutive expressly consents in writing, the occurrence of any of the followingevents after a Change in Control:

 

1.7.1                        involuntary termination of the Executive’semployment with the Company otherwise than as expressly permitted by thisAgreement;

 

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1.7.2                        a reduction by the Company in the Executive’srate of annual base salary as in effect immediately prior to such Change inControl or as the same may be increased from time to time thereafter, or theCompany’s failure to pay such salary, which reduction or failure is not curedwithin 15 days after notice by the Executive to the Company thereof;

 

1.7.3                        any requirement by the Company that theExecutive’s primary work location be relocated outside a radius of 35 milesfrom his primary work location at the time of the Change in Control.

 

1.7.4                        the failure of the Company, after a Change inControl, to:

 

1.7.4.1               provide the Executive with employee benefitplans, compensation plans, paid vacation, expense reimbursement and otherfringe benefits, on terms  that are noless favorable, in the aggregate, than those provided under plans, practices,programs and policies of the Company as in effect immediately prior to theChange in Control; or

 

1.7.4.2               provide the Executive and the Executive’sdependents with welfare benefits (including, without limitation, medical,prescription, dental, disability, salary continuance, employee life, grouplife, accidental death and travel accident insurance plans and programs), thatare no less favorable, in the aggregate, than those provided under the plans,practices, programs and policies of the Company as in effect immediately priorto the Change in Control.

 

1.7.5                        the failure of the Company to obtain theassumption agreement as contemplated by Section 9.2 of the Agreement.

 

1.7.6                        a diminution of the Executive’s title or amaterial diminution of the Executive’s duties, authorities or reportingresponsibilities.

 

Inthe event of a termination before, but in connection with, a Change in Control,the date immediately prior to the Date of Termination shall be substituted forreferences to a Change in Control (other than as pertains to Section 1.7.4)in this definition of Good Reason.

 

1.8.                              “Incumbent Board” means (i) theindividuals who, as of the date hereof, constitute the Board, and (ii) anyindividual who becomes a director of the Company subsequent to the date hereofwhose election, or nomination for election by the Company’s stockholders, isapproved by the vote of at least a majority of the directors then comprisingthe Incumbent Board;*provided, however,*that no individual who was initially elected as a director of the Company as aresult of an actual or threatened election contest, as such terms are used in Rule 14a-11of Regulation 14A promulgated under the Exchange Act, or any other actual orthreatened solicitation of proxies or consents by or on behalf of any Personother than the Board, shall be deemed to be a member of the Incumbent Board

 

1.9.                              “Nonqualifying Termination” means atermination of the Executive’s employment (i) by the Company for Cause, (ii) bythe Executive for any reason other than a Good Reason, (iii) as a resultof the Executive’s death, or (iv) by the Company due to the Executive’sabsence from his duties with the Company on a full-time basis for at least 180days in any 365-day period as a result of the Executive’s incapacity due tophysical or mental illness.

 

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1.10.                        “Outstanding Company Common Stock”means, as of any time, the shares of common stock of the Company outstanding asof that time.

 

11.                                 “Outstanding Company Voting Securities”means, as of any time, the securities of the Company entitled to vote generallyin the election of directors outstanding as of that time.

 

1.12.                        “Payment Trigger Date” generally meansthe Date of Termination; *provided, however,*that in the event of a termination of the Executive’s employment before, but inconnection with, a Change in Control, it means the date of the Change inControl.

 

1.13.                        “Plan” means the Company’s 401(k) Planor any successor plan.

 

1.14.                        “Person” means any individual, entityor group, and includes any “person” within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act.

 

1.15.                        “Qualifying Termination” means anyemployment termination other than a Nonqualifying Termination.

 

1.16.                        “Reorganization” means reorganization,merger or consolidation.

 

1.17.                        “Termination Period” means the periodof time beginning with a Change in Control, and ending on the earlier to occurof (i) one year following such Change in Control, and (ii) theExecutive’s death; *provided, however,*thatany termination of the Executive’s employment by the Company before, but inconnection with, a Change in Control shall be deemed to have occurred duringthe Termination Period.

 

2.                                       Payments Upon Termination of Employment.

 

2.1                                 If during the Termination Period theemployment of the Executive shall terminate by reason of QualifyingTermination, the Company shall pay to the Executive (or to the Executive’sbeneficiary or estate), as compensation for services rendered to the Company:

 

2.1.1                        Within 30 days following the Payment TriggerDate, a cash amount equal to the sum of (i) the Executive’s annual basesalary from the Company and its affiliated companies through the Date ofTermination, to the extent not theretofore paid, and (iii) anycompensation previously deferred by the Executive (together with any interestand earnings thereon) and any accrued vacation pay, in each case to the extentnot theretofore paid; plus

 

2.1.2                        A cash amount equal to (i) one times theExecutive’s annual base salary from the Company and its affiliated companies ineffect at the time of the Date of Termination; (ii) one times (A) the Executive’s annual bonus paid,including any such amount that was subject to deferral, to the Executive by theCompany and its affiliated companies in respect of the fiscal year of theCompany immediately preceding the fiscal year in which the Date of Terminationoccurs, or, if the Executive were ineligible for a bonus in such year or suchamount was not yet paid or determined, (B) the Executive’s target bonusthen in effect; (iii) the product of the amount described in clause (ii) anda fraction, the numerator of which is the number of days in the current fiscalyear through the Date of Termination and the denominator of which is 365; and (iv) anyaccrued but unpaid bonus for the fiscal year ended immediately prior to thefiscal year in which

 

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theDate of Termination occurs.  Suchaggregate amount shall be payable in a lump sum (subject to any applicablepayroll or other taxes required to be withheld pursuant to Section 4hereof) within 30 days following the Payment Trigger Date.  The amounts payable pursuant to this Section 2.1.2shall reduce, dollar-for-dollar (but not below zero), any other amount ofseverance relating to salary or bonus continuation otherwise payable to theExecutive upon termination of employment of the Executive under any severanceplan, policy or arrangement of the Company, and the Executive shall not beentitled to post-employment benefits under any such plan, policy or arrangementto the extent such benefits would be duplicative of, and of equal or lesservalue to, the post-employment benefits provided hereunder.  In the event of a termination before, but inconnection with, a Change in Control, the Executive shall receive whateveramounts and benefits would be provided to him by the Company in the absence ofa Change in Control under the terms of any other agreement or program, withsuch amounts offsetting the amounts or benefits otherwise due hereunder (includingunder this Section 2) following the occurrence of the Change inControl.  As used in this Agreement, atermination shall be treated as occurring “before, but in connection with, aChange in Control” (or words of like import) if it is reasonably demonstratedby the Executive that such termination (x) is without Cause or for Good Reasonand (y) arose in connection with or in anticipation of a Change in Control(which shall in all events be deemed demonstrated if such termination is within90 days before the Change in Control). In no event shall the Executive be treated as having been terminatedbefore, but in connection with, a Change in Control if no Change in Controloccurs.

 

2.2                                 If during the Termination Period theemployment of the Executive shall terminate by reason of a QualifyingTermination, the Executive shall also be entitled to the following:

 

2.2.1                        If on the Date of Termination the Executiveshall not be fully vested in the employer contributions made on his behalf underthe Plan, the Company shall pay to the Executive, outside of the Plan andwithin 30 days following the Payment Trigger Date, a lump sum cash amount equalto the value of the unvested portion of such employer contributions (and theExecutive shall forfeit any such unvested employer contributions); *provided, however*, that if any paymentpursuant to this Section 2.2.1 may or would result in such payment beingdeemed a transaction which is subject to Section 16(b) of theSecurities Exchange Act, the Company shall make such payment so as to meet theconditions for an exemption from such Section 16(b) as set forth inthe rules (and interpretive and no-action letters relating thereto) under Section 16.  The value of any such unvested employercontributions shall be determined as of the Date of Termination; provided thatif the common stock of the Company is traded on NASDAQ or any stock exchange onthe Date of Termination, the value of a share of common stock of the Companyshall be the closing price on NASDAQ or such stock exchange on the Date ofTermination or, if such date is not a trading day, on the immediately precedingtrading day.

 

2.2.2                        For a period of 12 months commencing on thePayment Trigger Date, the Company shall provide policies of medical, accident,disability and life insurance that are no less favorable, in the aggregate,with respect to the Executive and his dependents (taking into considerationlevel of coverage and terms) than those in effect immediately prior to thePayment Trigger Date or, if more favorable to the Executive, as providedgenerally with respect to other peer executives of the Company and itsaffiliated companies, and the Company and the Executive shall share the costsof the continuation of such insurance coverage in the same proportion as suchcosts were shared immediately prior to the Payment Trigger Date.

 

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2.2.3                        If on the Date of Termination the Executiveshall not be fully vested with respect to any stock options and shares ofrestricted stock previously granted to the Executive, on the Date ofTermination all such stock options and shares of restricted stock shall becomeimmediately vested and exercisable (notwithstanding any provision of the Company’sapplicable equity plans to the contrary). Such options shall be exercisable for such period following the Date ofTermination as is provided in the plan and/or agreement pursuant to which suchoptions or shares of restricted stock were granted.  In the event of a termination of theExecutive’s employment before, but in connection with, a Change in Control, theExecutive shall not forfeit or further vest in any unvested options or sharesof restricted stock between his Date of Termination and the Change in Controlbut all such awards shall vest in full upon the Change in Control.

 

2.3                                 If during the Termination Period theemployment of the Executive shall terminate by reason of a NonqualifyingTermination, then the Company shall pay to the Executive within 30 daysfollowing the Date of Termination, a cash amount equal to the sum of (i) theExecutive’s annual base salary from the Company and its affiliated companiesthrough the Date of Termination, to the extent not theretofore paid, and (ii) anycompensation previously deferred by the Executive (together with any interestand earnings thereon) and any accrued vacation pay, in each case to the extentnot theretofore paid.

 

3.                                       Limitation on Payments by the Company. Solely for the purposes of the computation of benefits under thisAgreement and notwithstanding any other provisions hereof, payments to theExecutive under this Agreement shall be reduced (but not below zero) so thatthe present value, as determined in accordance with Section 280G(d)(4) ofthe Code, of such payments plus any other payments that must be taken intoaccount for purposes of any computation relating to the Executive under Section 280G(b)(2)(A)(ii) ofthe Code, shall not, in the aggregate, exceed 2.99 times the Executive’s “baseamount,” as such term is defined in Section 280G(b)(3) of theCode.  Notwithstanding any otherprovision hereof, no reduction in payments under the limitation contained inthe immediately preceding sentence shall be applied to payments hereunder whichdo not constitute “excess parachute payments” within the meaning of theCode.  Any payments in excess of thelimitation of this Section 3 or otherwise determined to be “excessparachute payments” made to the Executive hereunder shall be deemed to beoverpayments which shall constitute an amount owing from the Executive to theCompany with interest from the date of receipt by the Executive to the date ofrepayment (or offset) at the applicable federal rate under Section 1274(d) ofthe Code, compounded semi-annually, which shall be payable to the Company upondemand.

 

4.                                       Withholding Taxes.  TheCompany may withhold from all payments due to the Executive (or his beneficiaryor estate) hereunder all taxes which, by applicable federal, state, local orother law, the Company is required to withhold therefrom.

 

5.                                       Reimbursement of Expenses.  Ifany contest or dispute shall arise under this Agreement involving terminationof the Executive’s employment with the Company or involving the failure orrefusal of the Company to perform fully in accordance with the terms hereof,the Company shall reimburse the Executive, on a current basis, for all legalfees and expenses, if any, reasonably incurred by the Executive in connectionwith such contest or dispute, together with interest in an amount equal to theprime or reference rate of the Company’s principal bank from time to time ineffect, but in no event higher than the maximum legal rate permissible underapplicable law, such interest to accrue from the date 20 days after the Companyreceives the Executive’s statement for such fees and expenses through the

 

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dateof payment thereof;*provided, however*,that in the event the resolution of any such contest or dispute includes afinding that the Executive’s claims in such contest or dispute were frivolousor brought by the Executive not in good faith, (i) the Company shall beentitled to deduct and withhold from any funds payable by the Company to theExecutive the amount advanced or otherwise paid to the Executive pursuant tothis Section 5, and (ii) to the extent not reimbursed to the Companyin such manner, the Executive shall be required to reimburse the Company, notlater than in twelve equal monthly installments commencing 30 days after suchresolution, such amount.

 

6.                                       Operative Event. Notwithstanding any provision herein to the contrary, no amounts shallbe payable hereunder unless and until (i) there is a Change in Control ata time when the Executive is employed by the Company or (ii) the Executiveis terminated by the Company before, but in connection with, a Change inControl.

 

7.                                       Termination of Agreement.

 

7.1                                 This Agreement shall be effective on the datehereof and shall continue until terminated by the Company as provided in Section 7.2hereof; *provided, however*, thatthis Agreement shall terminate in any event upon the first to occur of (i) theExecutive’s death, and (ii) termination of the Executive’s employment withthe Company prior to a Change in Control (unless such termination prior to aChange in Control is in connection with a Change in Control).

 

7.2                                 The Company shall have the right, prior to aChange in Control, in its sole discretion, pursuant to action by the Board, toapprove and cause the termination of this Agreement on such date as is fixed bythe Board for such termination, which date shall be at least one year afternotice thereof is given by the Company to the Executive in accordance with Section 10hereof; *provided, however*, thatno such action shall be taken by the Board during any period of time when theBoard has knowledge that any Person has taken steps reasonably calculated toeffect a Change in Control until, in the opinion of the Board, such Person hasabandoned or terminated its efforts to effect a Change in Control; and*provided further*, that in no event shallthis Agreement be terminated in the event of a Change in Control.

 

8.                                       Scope of Agreement. Nothing in this Agreement shall be deemed to entitle the Executive tocontinued employment with the Company or its subsidiaries, and if the Executive’semployment with the Company shall terminate prior to a Change in Control, theExecutive shall have no further rights under this Agreement; *provided, however*, that any termination ofthe Executive’s employment following a Change in Control or before, but inconnection with, a Change in Control shall be subject to all of the provisionsof this Agreement.

 

9.                                       Successors; Binding Agreement.

 

9.1                                 This Agreement shall not be terminated by anyReorganization of the Company irrespective of whether the Company is or is notthe surviving or resulting corporation or as a result of any transfer of all orsubstantially all of the assets of the Company. In the event of any such Reorganization or transfer of assets, theprovisions of this Agreement shall be binding upon the surviving or resultingcorporation or the Person to which such assets are transferred.

 

9.2                                 The Company agrees that concurrently with anyReorganization or transfer of assets referred to in Section 9.1 in whicheither the Company is not the surviving

 

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Personor the surviving Person or successor or transferee is not deemed to assume thisAgreement by operation of law, the Company will cause the surviving Person,successor or transferee unconditionally to assume, by written instrumentdelivered to the Executive (or his beneficiary or estate), all of theobligations of the Company hereunder. Failure of the Company to obtain such assumption prior to theeffectiveness of any such Reorganization or transfer of assets shall be abreach of this Agreement and shall entitle the Executive to compensation andother benefits from the Company in the same amount and on the same terms as theExecutive would be entitled hereunder if the Executive’s employment wereterminated following a Change in Control by reason of a QualifyingTermination.  For purposes ofimplementing the immediately preceding sentence, the date on which any suchReorganization or transfer becomes effective shall be deemed the Date ofTermination.

 

9.3                                 This Agreement shall inure to the benefit ofand be enforceable by the Executive’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees.  If the Executive shall diewhile any amounts would be payable to the Executive hereunder had the Executivecontinued to live, then, unless otherwise provided herein, all such amounts,shall be paid in accordance with the terms of this Agreement to such Personsappointed in writing by the Executive to receive such amounts or, if no Personis so appointed, to the Executive’s estate.

 

10.                                 Notices.

 

10.1                           For purposes of this Agreement, all noticesand other communications required or permitted hereunder shall be in writingand shall be deemed to have been duly given when delivered or five days afterdeposit in the United States mail, certified and return receipt requested,postage prepaid, addressed (i) if to the Executive, to the residenceaddress of the Executive maintained from time to time by the Company; and if tothe Company, to its chief executive office, attention Chief Executive Officer,with a copy to the Secretary of the Company; (ii) to such other address aseither party may have furnished to the other in writing in accordance herewith,except that notices of change of address shall be effective only upon receipt.

 

10.2                           A written notice of the Executive’s Date ofTermination by the Company or the Executive, as the case may be, to the other,shall (i) indicate the specific termination provision in this Agreementrelied upon, (ii) to the extent applicable, set forth in reasonable detailthe facts and circumstances claimed to provide a basis for termination of theExecutive’s employment under the provision so indicated, and (iii) specifythe termination date (which date shall be not less than 15 days after thegiving of such notice).  The failure bythe Executive or the Company to provide such notice or to set forth in suchnotice any fact or circumstance which contributes to a showing of Good Reasonor Cause shall not waive any right of the Executive or the Company hereunder orpreclude the Executive or the Company from asserting such fact or circumstancein enforcing the Executive’s or the Company’s rights hereunder.

 

11.                                 Full Settlement; No Mitigation; Resolution ofDisputes.

 

11.1                           Subject to Section 5, the Company’sobligation to make any payments provided for in this Agreement and otherwise toperform its obligations hereunder shall not be affected by any set-off,counterclaim, recoupment, defense or other claim, right or action which theCompany may have against the Executive or other Persons.  In no event shall the Executive be obligatedto seek other employment or take any other action by way of mitigation of theamounts payable to the Executive under

 

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anyof the provisions of this Agreement and, such amounts shall not be reducedwhether or not the Executive obtains other employment.

 

11.2                           If there shall be any dispute between theCompany and the Executive in the event of any termination of the Executive’semployment, then, unless and until there is a final, nonappealable judgment bya court of competent jurisdiction declaring that such termination was forCause, that Good Reason did not exist, or that the Company is not otherwiseobligated to pay any amount or provide any benefit to the Executive and hisdependents or other beneficiaries, as the case may be, under Sections 2.1 or2.2 hereof, the Company shall pay all amounts, and provide all benefits, to theExecutive and his dependents or other beneficiaries, as the case may be, thatthe Company would be required to pay or provide pursuant to Sections 2.1 and2.2 hereof as though such termination were by the Company without Cause or bythe Executive with Good Reason;*provided,however,* that the Company shall not be required to pay any disputedamounts pursuant to this section except upon receipt of an undertaking byor on behalf of the Executive to repay all such amounts to which the Executiveis ultimately adjudged by such court not to be entitled.

 

12.                                 Employment with Subsidiaries. Employment with the Company for purposes of this Agreement shall includeemployment with any corporation or other entity in which the Company has adirect or indirect ownership interest of 50% or more of the total combinedvoting power of the then outstanding securities of such corporation or otherentity entitled to vote generally in the election of directors.

 

13.                                 Governing Law; Validity.  Theinterpretation, construction and performance of this Agreement shall begoverned by and construed and enforced in accordance with the internal laws ofthe State of Delaware without regard to the principle of conflicts of laws.  The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which other provisions shall remain infull force and effect.

 

14.                                 Counterparts.  ThisAgreement may be executed in two or more counterparts, each of which shall bedeemed to be an original and all of which together shall constitute one and thesame instrument.

 

15.                                 Miscellaneous.  Noprovision of this Agreement may be modified or waived unless such modificationor waiver is agreed to in writing and signed by the Executive and by a dulyauthorized officer of the Company.  Nowaiver by either party hereto at any time of any breach by the other partyhereto of, or compliance with, any condition or provision of this Agreement tobe performed by such other party shall be deemed a waiver of similar ordissimilar provisions or conditions at the same or at any prior or subsequenttime.  Failure by the Executive or theCompany to insist upon strict compliance with any provision of this Agreementor to assert any right the Executive or the Company may have hereunder,including, without limitation, the right of the Executive to terminateemployment for Good Reason, shall not be deemed to be a waiver of suchprovision or right or any other provision or right of this Agreement.  The rights of, and benefits payable to, theExecutive, his estate or his beneficiaries pursuant to this Agreement are in additionto any rights of, or benefits payable to, the Executive, his estate or hisbeneficiaries under any other employee benefit plan or compensation program ofthe Company.

 

16.                                 Applicable Law.  Theintent of the parties is that this Agreement will be in full compliance withall applicable laws, including without limitation, Section 409A of theCode and any laws of a jurisdiction outside of the United States to which theExecutive or the Company are subject.  Inthe

 

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event that the Company determines that any provision of this Agreementis inconsistent with the requirements of any such law, the Company reserves theright to modify or reinterpret such provision (including, without limitation,by delay of payments otherwise due) without formal amendment to the extent itdeems necessary to comply therewith while giving maximum effect to the originalintent of the parties.  This Section 16is not intended to provide a guarantee of tax treatment.

 

**[Remainder of Page Intentionally Left Blank]**

 

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17.                                 Entire Agreement.  ThisAgreement represents the complete understanding of the parties and supersedesany and all agreements, understandings and discussions, whether written ororal, between the Executive and the Company or any of its affiliated companieswith respect to the subject matter hereof, including, without limitation, theSeverance Agreement entered into as of             ,  by and between the Executive and the Company.

 

INWITNESS WHEREOF, the Company and the Executive have executed this Agreement asof the day and year first above written.

 
|       | **THQ INC.**   |
|------------|----------------|
|       |           |   |
|       |           |   |
|       | By:            |   |
|       |           | Brian  J. Farrell, Chief Executive Officer |
|       |           |   |
|       |           |   |
|       | **EXECUTIVE**: |
| ** ** | ** **     |
| ** ** | ** **     |

 

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