Exhibit
10.3


 


March 22, 2004


 


Mr. Edward Zinser


39 Flintlock Lane


Bell Canyon, CA  91307


 


Dear Ed:


 


We are pleased to offer you the position of Chief Financial Officer and
Executive Vice President reporting to Brian Farrell, President and Chief
Executive Officer.  We look forward to a
mutually beneficial and successful business relationship.  This letter sets out the terms and
conditions of your employment with THQ.


 


The Compensation Plan and Benefits Package for your position is
summarized on page two of this letter. 
These terms may be modified at a later date; also, THQ may from time to
time establish other policies and conditions regarding your employment.


 


In addition, this offer is made contingent upon your reading and
signing the standard THQ’s Policy on Confidentiality of Information and
Securities Trading and upon THQ receiving positive confirmation on a background
screening that is conducted for all newly hired employees.


 


If you accept this offer, please sign at the spaces provided on both
pages of this letter, indicating your acceptance.  If you do not do so within seven days from the date of this
letter, this offer will expire.


 


By signing this letter, you understand and agree that your employment
with THQ is at will.  Your employment
with THQ is voluntarily entered into and we recognize you are free to resign at
any time.  Similarly, it is recognized
that THQ is free to conclude an employment relationship at any time we feel is
appropriate.  While other terms of your
employment may change with or without notice, this at will relationship can be
changed only in a written agreement signed by you and an officer of THQ.


 


On your first day of work we will need evidence of your U.S.
citizenship, or proof of your legal right to live and work in this country.


 


Welcome to the THQ team, Ed.


 


Sincerely,


 


 


William Goodmen


Senior Vice President


Human Resources and Administration


 


 


	
  Acceptance:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Edward Zinser

  	
  Date

  	
   

  	
  Start Date

  
				



 

















 


Edward Zinser


 


Compensation
Plan and Benefits Package


 


	
  Title:

  	
   

  	
  Chief Financial Officer and Executive Vice
  President, reporting to President and Chief Executive Officer.  Direct reports are; Vice President Finance
  & Strategic Planning, Vice President Corporate Controller, Vice President
  MIS, Director Internal Audit, Director Investor Relations, International
  Finance & Operations Director, and Tax Director.

  
	
   

  	
   

  	
   

  
	
  Base Salary:

  	
   

  	
  $320,000 per year payable bi-weekly at the rate of
  $12,307.70 (26 pay
  periods/year)

  
	
   

  	
   

  	
   

  
	
  Status:

  	
   

  	
  Exempt

  
	
   

  	
   

  	
   

  
	
  Health Insurance:

  	
   

  	
  Blue Cross HMO, Kaiser
  HMO or Blue Cross PPO. Eligibility begins on date of hire.  In addition, you and your eligible
  dependents will be covered by Exec-U-Care at no cost to you.

  
	
   

  	
   

  	
   

  
	
  Dental:

  	
   

  	
  Coverage through MetLife.  Eligibility begins on date of hire.

  
	
   

  	
   

  	
   

  
	
  Vision:

  	
   

  	
  Coverage through V.S.P.  Eligibility begins on date of hire.

  
	
   

  	
   

  	
   

  
	
  Life Insurance:

  	
   

  	
  Three times base pay (capped at $1 million) —
  Eligibility effective on date of hire.

  
	
   

  	
   

  	
   

  
	
  Short/Long Term Disability:

  	
   

  	
  Eligibility effective on date of hire.

  
	
   

  	
   

  	
   

  
	
  Vacation/Holidays:

  	
   

  	
  Twenty (20) days per
  year vacation.  Eight (8) paid
  holidays, plus two floating days per year.

  
	
   

  	
   

  	
   

  
	
  401k Plan:

  	
   

  	
  All full time regular
  employees are eligible to participate at the beginning of each quarter
  (January 1, April 1, July 1, and October 1) after 30 days
  of employment.  100% company match on
  first 4%.  Six year vesting
  schedule for company match.

  
	
   

  	
   

  	
   

  
	
  Bonus:

  	
   

  	
  75% Target Bonus. 
  Bonus will be based upon certain quantitative and qualitative
  performance measures and bonus will be determined annually by the
  Compensation Committee.

  
	
   

  	
   

  	
   

  
	
  Profit Sharing:

  	
   

  	
  Contributions are based on profitability and are
  generally made once each year following the calendar year-end.  Employees are fully vested after six
  years.

  
	
   

  	
   

  	
   

  
	
  Stock Options:

  	
   

  	
  Board has approved 100,000 stock options.  Will be eligible for annual stock grants
  as approved by the Board of Directors.

  
	
   

  	
   

  	
   

  
	
  Severance:

  	
   

  	
  If, at any time during the eighteen (18) months
  following your first day of employment, your employment is terminated by the
  Company for reasons other than cause, as determined in the attached exhibit,
  you will be entitled to a severance payment equal to 18 months of pay, minus
  the number of days already worked within the 18 month period, with a minimum
  of 9 months pay.

  
	
   

  	
   

  	
   

  
	
  Change of Control:

  	
   

  	
  Eligible to participate in the attached change of
  control agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acceptance:

  	
   

  	
  /s/ Edward Zinser

  	
   

  	
   

  
	
   

  	
   

  	
  Edward Zinser

  	
  Date