Exhibit 4.10


 


THQ INC. AMENDED AND
RESTATED 1997 STOCK OPTION PLAN


 


INCENTIVE STOCK
OPTION AGREEMENT


 


	
  Optionee:

  	
   

  
	
  Number of
  Shares of Company

  	
   

  
	
  Common Stock
  Underlying Option:

  	
  *

  
	
   

  	
   

  
	
  Purchase
  Price Per Share:

  	
  *

  
	
   

  	
   

  
	
  Date of
  Grant:

  	
  *

  



 












*  As set forth in the Notice of Grant of Stock Options attached as
a part this Incentive Stock Option Agreement as Exhibit A (your
“Notice”).


 


THIS STOCK
OPTION 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 option holder identified above (“Optionee”).


 


1.                                     Grant
of Option.  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 Optionee’s execution and return to the
Company of a copy of this Agreement, the Company hereby grants to Optionee the
right and option to purchase from the Company all or any part of the Number of
Shares of Company Common Stock Underlying Options set forth in your Notice (the
“Shares”) at the Purchase Price Per Share set forth in your Notice (this
“Option”).  This Option is an incentive
stock option, as such term is used in Section 2.1 of the Plan.


 


2.                                       Option Subject to the Plan and Acceptance of
Agreement.  Optionee 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, Optionee acknowledges that the Option shall not be exercisable
unless and until the Optionee shall accept this Agreement by executing it in
the space provided below and returning such original execution copy to the
Company.


 


3.                                       Vesting.  Subject to limitations set forth in Section
2.3 of the Plan relating to the termination of Optionee’s employment by the
Company, this Option shall be exercisable by Optionee at the times and in the
amounts set forth in your Notice.


 


4.                                       Term
of Option.  This Option shall expire
and no longer be exercisable after 5:00 p.m., Pacific time, on the date set
forth in your Notice.


 


5.                                       Method
of Exercise of Option.  The Option
may be exercised in the manner set forth in Section 2.2(c) of the Plan.


 


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6.                                       Additional
Terms and Conditions of the Option.


 


6.1                                 Non-Transferability
of Option.  This Option may not be
sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise
disposed of (whether by operation of law or otherwise) by Optionee, other than
as set forth in Section 5.4 of the Plan. 
During the lifetime of Optionee, this Option shall not be exercisable by
any person other than Optionee, Optionee’s legal representative or similar
person.


 


6.2.                              Tax
Withholding.  The Company shall have
the right to require, prior to issuance or delivery of any Shares, payment of
any Federal, state, local or other taxes which may be required to be withheld
or paid in connection with the exercise of the Option.  The Optionee may satisfy the tax withholding
requirement as set forth in Section 5.5 of the Plan.


 


6.3.                              Investment
Representation.  The Optionee hereby
represents and covenants that (a) any Share purchased upon exercise of the
Option will be purchased 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 purchase has been registered under the Securities Act
and any applicable state securities laws; (b) any subsequent sale of any Share
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 Optionee 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 purchase of any Share
or (y) is true and correct as of the date of any sale of any Share, as
applicable.  As a further condition
precedent to any exercise of the Option, the Optionee shall comply with all
regulations and requirements of any regulatory authority having control of or
supervision over the issuance or delivery of the Shares and, in connection
therewith, shall execute any documents which the Administrator shall in its
sole discretion deem necessary or advisable.


 


6.4                                 Adjustments
Upon Changes in Capitalization.  The
number of Shares issuable upon the exercise of this Option and the Purchase
Price Per Share thereof shall be subject to adjustment as set forth in Section
5.7 of the Plan.


 


6.5                                 Effect
of Certain Transactions.  In the
event the Company enters into a Transaction, as defined in Section 5.8 of the
Plan, the Board of Directors of the Company may, in their sole and absolute
discretion, alter the terms of the Option as set forth in such Section 5.8 of
the Plan.


 


7.             Binding Effect.  Except as herein otherwise expressly
provided, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, their legal representatives, successors and assigns.


 


8.             Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.


 


9.             Notices.  Any notice hereunder shall be delivered by
hand or by registered or certified mail, return receipt requested (i) if to the
Company, to its executive office, attention: Chief Financial Officer; and (ii)
if to Optionee, to the last known address of Optionee reflected in the records
of the Company.


 


10.           Electronic
Delivery.  Optionee 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 Optionee requests physical delivery of
such documents, such request shall be made in writing in accordance with
Section 9 of this Agreement and Company shall provide such documents within a
reasonable time of such request.


 


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


 


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  THQ Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
  Accepted
  this     day
  of            ,
  200   .

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Optionee

  	
   

  	
   

  
						



 


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