Exhibit 4.12


 


THQ Inc. AMENDED AND
RESTATED 1997 STOCK OPTION PLAN


PERFORMANCE
ACCELERATED


RESTRICTED STOCK
AWARD AGREEMENT


 


 


	
  Holder:

  	
   

  
	
   

  	
   

  
	
  Number of
  Shares of Performance

  	
   

  
	
  Accelerated
  Restricted Stock Awarded:

  	
  *

  
	
   

  	
   

  
	
  Date of
  Grant:

  	
  *

  



 












* As set forth in the Notice of
Grant of Performance Accelerated Restricted Stock attached to this Performance
Accelerated Restricted Stock Award Agreement as Exhibit A (“your Notice”).


 


THIS PERFORMANCE
ACCELERATED RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of
Date of Grant, is made between THQ INC., a Delaware corporation, currently
having its executive office at 27001 Agoura Road, Suite 325, Calabasas Hills,
California 91301 (the “Company”), and the holder identified above (“Holder”).


 


1.                                       Grant
of Award.  Pursuant to the THQ Inc.
Amended and Restated 1997 Stock Option Plan, a copy of which is attached hereto
as Exhibit B (the “Plan”), on the terms and subject to the conditions set forth
in this Agreement, and subject to Holder’s execution and return to the Company
of a copy of this Agreement, the Company hereby awards to Holder the Number of
Shares of Performance Accelerated Restricted Stock Awarded as set forth in your
Notice (the “Shares”), upon and subject to the restrictions, terms and
conditions set forth in this Agreement (this “Award”).


 


2.                                       Option
Subject to the Plan and Acceptance of Agreement.  Holder acknowledges and agrees that this Option is subject to the
terms and conditions set forth in the Plan. 
In the event of any conflict between the Plan and this Agreement, the
terms of the Plan shall take precedence. 
Further, Holder acknowledges that the Award shall be null and void
unless and until the Holder shall accept this Agreement by executing it in the
space provided below and returning such original execution copy to the
Company.  As soon as practicable after
the Holder has executed this Agreement and returned the same to the Company,
the Company shall cause to be issued in the Holder’s name a stock certificate
representing the total number of Shares subject to the Award.


 


3.                                       Rights
as a Stockholder.  The Holder shall
have the right to vote the Shares subject to the Award and to receive dividends
and other distributions thereon unless and until, and only to the extent, such
Shares are forfeited pursuant to Paragraph 5 hereof; provided, however, that a
dividend or other distribution with respect to the Shares (including, without
limitation, a stock dividend or stock split) shall be delivered to the Company
and shall be subject to the same restrictions as the Shares with respect to
which such dividend or other distribution was made.


 


4.                                       Custody
and Delivery of Certificates Representing Shares.  The Company shall hold the certificate or certificates
representing the Shares subject to the Award until such Award shall have
vested, in whole or in part, pursuant to Paragraph 5 hereof, and the Company
shall as soon thereafter as practicable, subject to Section 7.3, deliver the
certificate or certificates evidencing the vested Shares to the Holder.


 


5.                                       Restriction
Period and Vesting.  The Shares
subject to the Award shall vest at the times and in the amounts set forth in
your Notice, or (ii) earlier pursuant to Section 3.3 of the Plan or in
accordance with Section 5.8 of the Plan.


 


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6.                                       Additional
Terms and Conditions of Award.


 


6.1                                 Nontransferability
of Award.  During the Restriction
Period, the Shares subject to the Award and not then vested may not be
transferred except to the extent permitted by Sections 5.4 and 5.11 of the
Plan.


 


6.2.                              Withholding
Taxes.  As a condition precedent to
the delivery to the Holder of any Shares subject to the Award, the Holder
shall, upon request by the Company, pay to the Company such amount of all
applicable federal, state, local or other laws or regulations as required by
and in accordance with Section 5.5 of the Plan.


 


6.3.                              Investment
Representation.  The Holder hereby
represents and covenants that (a) any Share acquired upon the vesting of the
Award will be acquired for investment and not with a view to the distribution
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”), unless such acquisition has been registered under the Securities Act
and any applicable state securities law; (b) any subsequent sale of any such
shares shall be made either pursuant to an effective registration statement
under the Securities Act and any applicable state securities laws, or pursuant
to an exemption from registration under the Securities Act and such state
securities laws; and (c) if requested by the Company, the Holder shall submit a
written statement, in form satisfactory to the Company, to the effect that such
representation (x) is true and correct as of the date of acquisition of any
Shares hereunder or (y) is true and correct as of the date of any sale of any
such shares, as applicable.  As a
further condition precedent to the delivery to the Holder of any Shares subject
to the Award, the Holder shall comply with all regulations and requirements of any
regulatory authority having control of or supervision over the issuance of the
Shares and, in connection therewith, shall execute any documents which the
Board or any committee authorized by the Board shall in its sole discretion
deem necessary or advisable.


 


6.4                                 Adjustment.   The Award shall be subject to adjustment as
set forth in Section 5.7 of the Plan.


 


6.5                                 Transaction.  In the event of a Transaction, the Committee
may, in its discretion, take such actions with respect to the Award as
described in Section 5.8 of the Plan.


 


6.6                                 Compliance
with Applicable Law.  The Award is
subject to the condition that if the listing, registration or qualification of
the Shares subject to the Award upon any securities exchange or under any law,
or the consent or approval of any governmental body, or the taking of any other
action is necessary or desirable as a condition of, or in connection with, the
vesting or delivery of Shares hereunder, the Shares subject to the Award shall
not vest or be delivered, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained, free of any conditions not acceptable to the Company.


 


6.7                                 Delivery
of Certificates.  Subject to Section
6.2, upon the vesting of the Award, in whole or in part, the Company shall
deliver or cause to be delivered one or more certificates representing the
number of vested Shares.  The Company
shall pay all original issue or transfer taxes and all fees and expenses
incident to such delivery, except as otherwise provided in Section 6.2.


 


6.8                                 Award
Confers No Rights to Continued Employment. 
In no event shall the granting of the Award or its acceptance by the
Holder give or be deemed to give the Holder any right to continued employment
by the Company or any affiliate of the Company.


 


6.9                                 Decisions
of Committee.  The Committee shall
have the right to resolve all questions which may arise in connection with the
Award.  Any interpretation,
determination or other action made or taken by the Committee regarding the Plan
or this Agreement shall be final, binding and conclusive.


 


6.10                           Agreement
Subject to the Plan.  This Agreement
is subject to the provisions of the Plan and shall be interpreted in accordance
therewith.  The Holder hereby
acknowledges receipt of a copy of the Plan.


 


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7.                                       Miscellaneous
Provisions.


 


7.1                                 Meaning
of Certain Terms.


 


(a)                                  As
used herein, the term “vest” shall mean no longer subject to forfeiture.


 


(b)                                 As
used herein, employment shall mean an agency or independent contractor
relationship and references to employment by the Company shall also mean
employment by a Subsidiary.


 


(c)                                  References
in this Agreement to sections of the Code shall be deemed to refer to any
successor section of the Code or any successor internal revenue law.


 


7.2                                 Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of any successor or successors of the
Company and any person or persons who shall, upon the death of the Holder,
acquire any rights hereunder in accordance with this Agreement or the Plan.


 


7.3                                 Notices.  All notices, requests or other
communications provided for in this Agreement shall be made, if to the Company,
to THQ Inc., 27001 Agoura Road, Suite 325, Calabasas Hills, California 91301,
and if to the Holder, to the last known mailing address of the Holder contained
in the records of the Company.  All
notices, requests or other communications provided for in this Agreement shall
be made in writing either (a) by personal delivery to the party entitled
thereto, (b) by facsimile with confirmation of receipt, (c) by mailing in the
United States mails to the last known address of the party entitled thereto or
(d) by express courier service.  The
notice, request or other communication shall be deemed to be received upon
personal delivery, upon confirmation of receipt of facsimile transmission, or
upon receipt by the party entitled thereto if by United States mail or express
courier service; provided, however, that if a notice, request or
other communication is not received during regular business hours, it shall be
deemed to be received on the next succeeding business day of the Company.


 


7.4                                 Governing
Law.  This Agreement, the Award and
all determinations made and actions taken pursuant hereto and thereto, to the
extent not otherwise governed by the laws of the United States, shall be
governed by the laws of the State of Delaware and construed in accordance
therewith without giving effect to conflicts of laws principles.


 


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


 


8.                                       Electronic
Delivery.  Holder agrees and
consents to receiving delivery of any and all annual reports and proxy
statements of the Company by electronic means. 
Such electronic means shall include, but not be limited to, email
delivery of such documents or email notification of an Internet or intranet web
link for access to such documents. 
Provided, however, if the Holder requests physical delivery of such
documents, such request shall be made in writing in accordance with Section 7.3
of this Agreement and Company shall provide such documents within a reasonable
time of such request.


 


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IN WITNESS WHEREOF, the
Company and Holder have executed this Agreement as of the date first set forth
above.


 


 


	
   

  	
   

  	
  THQ Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
  Accepted
  this     day
  of            ,
  200   .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder

  	
   

  	
   

  
						



 


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