Exhibit 10.4


 


SEPARATION
AGREEMENT AND GENERAL RELEASE


 


THIS SEPARATION AGREEMENT
AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Eric
Doctorow (“EMPLOYEE”), on the one hand, and THQ Inc. and its parent, successor,
predecessor, affiliate and related entities (“THQ”), on the other hand.


 


RECITALS:


 


A.            EMPLOYEE acknowledges
and agrees that his employment will terminate on July 29, 2004 (the
“Termination Date”), pursuant to his resignation after which date he shall
perform no further duties, functions or services on behalf of THQ.  EMPLOYEE agrees that he will take no steps
now or in the future to seek reemployment with THQ Inc.


 


B.            EMPLOYEE and THQ want
to settle fully and finally all potential differences or differences between
them, including all potential differences or differences which arise out of or
relate to EMPLOYEE’s employment or separation of employment with THQ.


 


NOW, THEREFORE, EMPLOYEE
and THQ understand and agree as follows:


 


1.                                       Severance
By THQ; No Obligation To Make Payment Under Normal Policies.


 


THQ agrees that within
ten calendar days following its receipt of the original executed Agreement, it
will: (1) deliver a check payable to EMPLOYEE in the amount of $136,333.34,
less all appropriate deductions, representing 4 months of salary; (2) deliver a
check payable to EMPLOYEE in the amount of $87,208.00, less all appropriate
deductions, representing three months of bonus.  THQ further agrees that upon receipt of the original executed
Agreement, it will: (3) provide payment for EMPLOYEE’s continuation of health
benefits for a period not to exceed 18 months from his date of resignation,
provided that such payment shall cease immediately upon EMPLOYEE’s receipt of
medical coverage from any subsequent employer; and (4) immediately vest options
to purchase 200,000 shares of THQ common stock of the stock option grant of
250,000 shares previously granted to EMPLOYEE pursuant to the THQ 1997 Stock
Option Plan, as amended (the “Plan”), under the terms of EMPLOYEE’s Offer
Letter dated October 17, 2003 (the “Stock Option Grant”), it being
understood that pursuant to the terms of the Plan that EMPLOYEE shall have
ninety (90) days following the Termination Date during which he may exercise
his vested options.  EMPLOYEE agrees to
forfeit the balance of 50,000 shares of the Stock Option Grant.  In addition, within ten calendar days
following its receipt of the original executed Supplemental General Release
(attached hereto as Exhibit A), THQ agrees that it will deliver a check payable
to EMPLOYEE in the amount of $136,333.33 representing an additional 4 months of
salary.  (Collectively, the amounts
described above in this paragraph shall be referred to herein as the
“Payment”).  EMPLOYEE acknowledges that
upon execution of this Agreement and the Supplemental General Release, the
Payment described herein shall constitute full and complete satisfaction of any
and all amounts properly due and owing to EMPLOYEE as a result of his
employment with THQ and/or his resignation from that employment and that in the
absence of this Agreement, EMPLOYEE would not be entitled to the Payment
specified in this Paragraph 1.


 

















 


2.                                       Non-Admission
Of Discrimination Or Wrongdoing.


 


This Agreement shall not
in any way be construed as an admission that THQ or any individual has any
liability to or acted wrongfully in any way with respect to EMPLOYEE or any
other person.  This Agreement shall not
in any way be construed as an admission that EMPLOYEE has any liability to or
acted wrongfully in any way with respect to THQ or any other person.  THQ specifically denies that it has any
liability to or that it has done any wrongful, harassing and/or discriminatory
acts against EMPLOYEE or any other person on the part of itself, or its
officers, employees and/or agents.  EMPLOYEE
specifically denies that he has any liability to or that he has done any
wrongful, harassing and/or discriminatory acts against THQ or any other person.


 


3.                                       Separation
Of Employment And Compensation.


 


EMPLOYEE acknowledges
that his employment with THQ will terminate on July 29, 2004, pursuant to
his resignation and that such employment will not be resumed again at any
time.  EMPLOYEE acknowledges that after
it has complied with all its obligations hereunder, THQ will have paid him all
salary, and other compensation due him and will have paid him for all accrued
vacation benefits, if any, to which he is entitled.


 


4.                                       Company
Property.


 


EMPLOYEE agrees that he
has had access to trade secrets and other proprietary and confidential
information pertaining to THQ.  EMPLOYEE
agrees that he will not, without prior written consent of THQ, communicate or
disclose any such information to any person, employer, or other entity at any
time in the future, whether or not developed by EMPLOYEE.  (Confidential and proprietary information
includes, but is not limited to, information concerning THQ’s sales, sales
volume, sales methods, sales proposals, customers and prospective customers,
identity of customers and prospective customers, amount or kind of customer’s
purchases from THQ, THQ’s manuals, formulae, processes, methods, compositions,
ideas, game designs, inventions, or other confidential or proprietary
information belonging to THQ or relating to THQ’s affairs.)  Notwithstanding the foregoing, EMPLOYEE’s
obligations of confidentiality shall not apply to information which: (a) is
now, or hereafter becomes, through no act or failure to act on the part of
EMPLOYEE, generally known or available to the public; or (b) was rightfully
known by EMPLOYEE at the time of receiving such information from THQ; or (c) is
hereafter rightfully furnished to EMPLOYEE by a third party without any breach
of any confidentiality obligation to THQ; or (d) is independently developed by
EMPLOYEE without any breach of this Agreement, or; (e) is required to be
disclosed by EMPLOYEE by judicial action after all reasonably available legal
remedies to maintain the confidentiality of such information have been
exhausted.  EMPLOYEE also agrees that he
will return to THQ by no later than July 29, 2004, all designs, lists,
books, files, reports, documents, agreements, correspondence, computer
databases and files, records, supplies, computers, telephones, identification
cards, parking cards, keys and other property or materials used, prepared or
received by him or made available to him by THQ, in connection with his
employment and in his possession or control, if any, except, however, for his
current cellular telephone number (310-309-7900), service for which THQ shall
arrange to have billed to EMPLOYEE’s home address as shown in Section 22
below, and the office furniture he brought to THQ but which THQ did not 


 


2

















 


purchase or provide funds
to purchase, which furniture is more fully identified in Exhibit B and made a
part hereof.


 


5.                                       No
Lawsuits.


 


(a)           EMPLOYEE promises never
to file a lawsuit, administrative complaint, or charge of any kind with any
court, governmental or administrative agency or arbitrator against THQ or its
officers, directors, agents or employees, asserting any claims that are
released in this Agreement.


 


(b)           EMPLOYEE represents and
agrees that, prior to signing this Agreement, he has not filed or pursued any
complaints, charges or lawsuits of any kind with any court, governmental or
administrative agency or arbitrator against THQ or its officers, directors,
agents or employees, asserting any claims that are released in this Agreement.


 


(c)           THQ promises never to
file a lawsuit, administrative complaint, or charge of any kind with any court,
governmental or administrative agency or arbitrator against EMPLOYEE, asserting
any claims that are released in this Agreement.


 


(d)           THQ represents and
agrees that, prior to signing this Agreement, it has not filed or pursued any
complaints, charges or lawsuits of any kind with any court, governmental or
administrative agency or arbitrator against EMPLOYEE, asserting any claims that
are released in this Agreement.


 


6.                                       Complete
and Mutual Release.


 


(a)           In consideration of the
mutual covenants and promises contained herein and subject to the consideration
set forth above in Paragraph 1, EMPLOYEE hereby knowingly and voluntarily
releases, absolves and discharges THQ and, as applicable, its officers,
partners, attorneys, agents, officers, administrators, directors, employees,
affiliates, representatives, and/or assigns and successors, past and present
(collectively the “Releasees”) from all rights, claims, demands, obligations,
damages, losses, causes of action and suits of all kinds and descriptions,
legal and equitable, known and unknown, that EMPLOYEE may have or ever have had
against the Releasees from the beginning of time to the date of execution of
this Agreement, including, but not limited to, any such rights, claims,
demands, obligations, damages, losses, causes of action and suits arising out
of, but not limited to, any right of EMPLOYEE or of any person arising under
any law, statute, duty, contract, covenant, or order, or any liability for any
act of age discrimination or other impermissible form of harassment or
discrimination by THQ against EMPLOYEE, as prohibited by any state or federal
statute or common law, including, but not limited to, Title VII of the Civil
Rights Act of 1964, 42 U.S.C. § 2000e, the Americans With Disabilities
Act, 42 U.S.C. §§ 12101 et seq., the Age Discrimination in Employment Act,
29 U.S.C. §§ 623 et seq., the Sarbanes-Oxley Act, the California Fair
Employment and Housing Act, Cal. Gov’t Code §§ 12940 et seq., the
California Workers’ Compensation Act, Cal. Lab. Code §§ 3600 et seq., the
Fair Labor Standards Act, 29 U.S.C. §§ 201 et seq., and the laws
established by the California Department of Labor Standards Enforcement, e.g.,
Cal. Lab. Code §§ 200-272.  This
includes, but is not limited to, claims for employment discrimination, wrongful



 


3

















 


termination, constructive
termination, violation of public policy, breach of any express or implied
contract, breach of any implied covenant, fraud, intentional or negligent
misrepresentation, emotional distress, or any other claims relating to
EMPLOYEE’s relationship with THQ.  The
matters that are the subject of the releases referred to in this Paragraph
shall be referred to collectively as “EMPLOYEE’s Released Matters.”  EMPLOYEE further agrees to execute the
Supplemental General Release (attached as Exhibit A) by no later than
August 19, 2004.


 


(b)           EMPLOYEE further
understands and acknowledges that:


 


(1)           This Agreement
constitutes a voluntary waiver of any and all rights and claims he has against
the Releasees as of the date of the execution of this Agreement, including
rights or claims arising under the Age Discrimination in Employment Act;


 


(2)           He has waived rights or
claims pursuant to this Agreement in exchange for consideration, the value of
which exceeds the payment or remuneration to which he was already entitled;


 


(3)           He is hereby advised
that he may consult with an attorney of his choosing concerning this Agreement
prior to executing it;


 


(4)           He has been afforded a
period of at least 21 days to consider the terms of this Agreement, and in the
event he should decide to execute this Agreement in fewer than 21 days, he has
done so with the express understanding that he has been given and declined the
opportunity to consider this Agreement for a full 21 days; and


 


(5)           He may revoke this
subparagraph 6(b) of the Agreement at any time during the seven (7) days
following the date of execution of this Agreement, and this subparagraph 6(b)
of the Agreement shall not become effective or enforceable until such
revocation period has expired (the “Effective Date”).


 


(c)           In consideration of the
mutual covenants and promises contained herein, THQ hereby knowingly and
voluntarily releases, absolves and discharges EMPLOYEE from all rights, claims,
demands, obligations, damages, losses, causes of action and suits of all kinds
and descriptions, legal and equitable, known and unknown, that THQ may have or
ever have had against EMPLOYEE from the beginning of time to the date of
execution of this Agreement, including, but not limited to, any such rights,
claims, demands, obligations, damages, losses, causes of action and suits
arising out of, but not limited to, any right of THQ arising under any law,
statute, duty, contract, covenant, or order. 
The matters that are the subject of the releases referred to in this
Paragraph shall be referred to collectively as “THQ’s Released Matters.”


 


7.                                       Unknown
Claims.


 


EMPLOYEE and THQ
acknowledge that there is a risk that subsequent to the execution of this
Agreement, EMPLOYEE or THQ will incur or suffer damage, loss or injury to
persons or property that is unknown or unanticipated at the time of the
execution of this Agreement.  EMPLOYEE
and THQ do hereby specifically assume such risk and agree that this Agreement
and the releases contained herein shall and do apply to all unknown or
unanticipated results of 


 


4

















 


any and all matters
caused by or connected with the relationship between THQ and EMPLOYEE, as well
as those currently known or anticipated. 
Accordingly, EMPLOYEE and THQ acknowledge that each has read the
provisions of California Civil Code Section 1542, which provides as
follows:


 


“A general release does
not extend to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which if known to him must have
materially affected his settlement with the debtor”


 


and that each expressly
waives, relinquishes and forfeits all rights and benefits accorded by the
provisions of California Civil Code Section 1542, as well as any other
state or federal statutes or common law principles of similar effect.


 


8.                                       Assumption
Of Risk; Investigation Of Facts.


 


(a)           EMPLOYEE hereby
expressly assumes the risk of any mistake of fact or that the true facts might
be other than or different from the facts now known or believed to exist, and
it is EMPLOYEE’s express intention to forever settle, adjust and compromise any
and all disputes between and among him and the Releasees, finally and forever,
and without regard to who may or may not have been correct in their respective
understandings of the facts or the law relating thereto.


 


(b)           In making and executing
this Agreement, EMPLOYEE represents and warrants that he has made such
investigation of the facts and the law pertaining to the matters described in
this Agreement as he deems necessary, and EMPLOYEE has not relied upon any
statement or representation, oral or written, made by any other party to this
Agreement with regard to any of the facts involved in any dispute or possible
dispute between the parties hereto, or with regard to any of his rights or
asserted rights, or with regard to the advisability of making and executing
this Agreement.


 


(c)           THQ hereby expressly
assumes the risk of any mistake of fact or that the true facts might be other
than or different from the facts now known or believed to exist, and it is
THQ’s express intention to forever settle, adjust and compromise any and all
disputes between and among it and EMPLOYEE, finally and forever, and without
regard to who may or may not have been correct in their respective
understandings of the facts or the law relating thereto.


 


(d)           In making and executing
this Agreement, THQ represents and warrants that it has made such investigation
of the facts and the law pertaining to the matters described in this Agreement
as it deems necessary, and THQ has not relied upon any statement or
representation, oral or written, made by any other party to this Agreement with
regard to any of the facts involved in any dispute or possible dispute between
the parties hereto, or with regard to any of its rights or asserted rights, or
with regard to the advisability of making and executing this Agreement.


 


5

















 


9.                                       Ownership
Of Claims.


 


(a)           EMPLOYEE represents and
warrants that no portion of any of EMPLOYEE’s Released Matters and no portion
of any recovery or settlement to which EMPLOYEE might be entitled has been
assigned or transferred to any other person, firm, entity or corporation not a
party to this Agreement, in any manner, including by way of subrogation or
operation of law or otherwise.  If any
claim, action, demand or suit should be made or instituted against the
Releasees or any of them because of any such purported assignment, subrogation
or transfer, EMPLOYEE agrees to indemnify and hold harmless the Releasee(s)
against such claim, action, suit or demand, including necessary expenses of
investigation, attorneys’ fees and costs.


 


(b)           THQ represents and
warrants that no portion of any of THQ’s Released Matters and no portion of any
recovery or settlement to which THQ might be entitled has been assigned or
transferred to any other person, firm, entity or corporation not a party to
this Agreement, in any manner, including by way of subrogation or operation of
law or otherwise.  If any claim, action,
demand or suit should be made or instituted against EMPLOYEE because of any
such purported assignment, subrogation or transfer, THQ agrees to indemnify and
hold harmless EMPLOYEE against such claim, action, suit or demand, including
necessary expenses of investigation, attorneys’ fees and costs.


 


10.                                 No
Representations.


 


(a)           EMPLOYEE represents and
agrees that no promises, statements or inducements have been made to him which
caused him to sign this Agreement other than those expressly stated in this
Agreement.


 


(b)           THQ represents and
agrees that no promises, statements or inducements have been made to it which
caused it to sign this Agreement other than those expressly stated in this
Agreement.


 


11.                                 Confidentiality
Of This Agreement.


 


(a)           EMPLOYEE agrees to keep
the fact, terms and amount of this Agreement completely confidential, and not
to disclose such information to anyone other than his or its attorneys, accountants,
licensed tax and/or professional investment advisors, and spouse, if any
(hereafter referred to as “EMPLOYEE’s Confidants”), all of whom shall be
informed of and be bound by this confidentiality provision.  Neither EMPLOYEE nor EMPLOYEE’s Confidants
shall disclose the fact, amount or terms of this Agreement to anyone including,
but not limited to, any representative of any print, radio or television media,
to any past, present or prospective employee of or applicant for employment
with THQ, to any counsel for any current or former employee of THQ, to any
other counsel or third party, or to the public at large.  Notwithstanding
the foregoing, nothing herein is intended to or shall prevent EMPLOYEE from (a)
disclosing the fact, terms and amount of this Agreement in response to a valid
subpoena or other legal process; (b) disclosing the fact, terms and amount of
this Agreement to the extent necessary to enforce the Agreement or any of its
terms; or (c) testifying truthfully pursuant to a valid subpoena issued by any
court or other regulatory body having competent jurisdiction.


 


6

















 


(b)           THQ agrees to keep the
fact, terms and amount of this Agreement completely confidential, and not to
disclose such information to anyone other than its attorneys, accountants,
licensed tax and/or professional investment advisors, auditors, and, to the
limited extent each has an actual need to know in connection with the
performance of his or her duties, THQ executives (hereafter referred to as
“THQ’s Confidants”), all of whom shall be informed of and be bound by this
confidentiality provision.  Neither THQ
nor THQ’s Confidants shall disclose the fact, amount or terms of this Agreement
to anyone including, but not limited to, any representative of any print, radio
or television media, to any past, present or prospective employee of or
applicant for employment with THQ, to any counsel for any current or former
employee of THQ, to any other counsel or third party, or to the public at
large.  Notwithstanding the foregoing, nothing herein is intended to or shall
prevent THQ from (a) disclosing the fact, terms and amount of this Agreement in
response to a valid subpoena or other legal process or as otherwise required by
law (e.g., SEC regulations); (b) disclosing the fact, terms and amount of this
Agreement to the extent necessary to enforce the Agreement or any of its terms;
or (c) testifying truthfully pursuant to a valid subpoena issued by any court
or other regulatory body having competent jurisdiction.


 


(c)           EMPLOYEE and THQ
understand and agree that any disclosure of information in violation of this
confidentiality provision by EMPLOYEE, EMPLOYEE’s Confidants, THQ or THQ’s
Confidant’s could cause the other party injury and damage.  Any alleged violation of this
confidentiality provision shall be resolved in accordance with the arbitration
provisions herein.  If any proceeding is
brought concerning an alleged violation of this confidentiality provision, the
prevailing party shall recover from the losing party all reasonable attorneys’
fees and costs incurred in connection with such proceeding.  The party alleging violation of this
confidentiality provision shall have the burden of proving such violation by
clear and convincing evidence.


 


12.                                 Goodwill
And Reputation Of THQ and EMPLOYEE.


 


(a)           EMPLOYEE agrees that he
will refrain from taking actions or making statements, written or oral, that
disparage or defame the goodwill or reputation of THQ, and/or its directors,
officers, executives and employees.


 


(b)           THQ, on behalf of its
executive officers, agrees that it will refrain from taking actions or making
statements, written or oral, that disparage or defame the goodwill or
reputation of EMPLOYEE.  THQ further
agrees that it will instruct all executives who currently participate in THQ
executive committee meetings that they are to refrain from taking actions or
making statements, written or oral, that disparage or defame the goodwill or
reputation of EMPLOYEE.  To the extent
any prospective or future employer asks THQ for a reference, such request must
be directed to the Senior Vice President, Human Resources who will provide a
reference as follows (the “Reference Statement”): “Although THQ has a general
policy of not discussing personnel matters, I can tell you that Eric Doctorow
resigned from THQ to pursue other opportunities after concluding that his style
and THQ’s style were not the best fit. 
Eric contributed to the company during his tenure here, and the parting
was entirely amicable”  THQ will also
provide information pertaining to EMPLOYEE’s dates of employment, title, and,
if requested, compensation.


 


7

















 


(c)           To the extent either
party issues to any print, radio or television media, any statement concerning
the circumstances of the ending of EMPLOYEE’s employment at THQ other than the
Reference Statement above (“Media Statement”), such Media Statement shall not
contradict the Reference Statement in any way, and shall include, at a minimum,
the fact that EMPLOYEE resigned his employment at THQ to pursue other
opportunities.


 


13.                                 Successors.


 


(a)           This Agreement shall be
binding upon EMPLOYEE and upon his heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit of THQ and to
its heirs, administrators, representatives, executors, successors and assigns.


 


(b)           This Agreement shall be
binding upon THQ and upon its heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit of EMPLOYEE
and to his heirs, administrators, representatives, executors, successors and
assigns.


 


14.                                 Arbitration.


 


(a)           Any claim or
controversy arising out of or relating to this Agreement and/or the
Supplemental General Release or any breach thereof between EMPLOYEE and THQ
shall be submitted to arbitration in Los Angeles County, California, before an
experienced employment arbitrator licensed to practice law in California and
selected in accordance with the Model Employment Arbitration Procedures of the
American Arbitration Association, as the exclusive remedy for such claim or
controversy.  Either party desiring to
arbitrate shall give written notice to the other party within a reasonable period
of time after the party becomes aware of the need for arbitration.  The decision of the arbitrator shall be
final and binding.  Judgment on any
award rendered by such arbitrator may be entered in any court having jurisdiction
over the subject matter of the controversy. 
The prevailing party shall receive an award of costs and expenses
related to the arbitration, including attorneys’ fees.  The fees and costs of the arbitrator shall
be shared equally by the parties.


 


(b)           Should EMPLOYEE or THQ
institute any legal action or administrative proceeding with respect to any
claim waived by this Agreement and/or the Supplemental General Release or
pursue any dispute or matter covered by this paragraph by any method other than
said arbitration, the responding party shall be entitled to recover from the other
party all damages, costs, expenses and attorneys’ fees incurred as a result of
such action.


 


15.                                 Tender
Of Severance Payment As A Condition To Challenge This Agreement And/Or The
Supplemental General Release.


 


Should EMPLOYEE attempt
to challenge the enforceability of this Agreement and/or the Supplemental
General Release, as a further limitation on any right to make such a challenge,
EMPLOYEE shall initially submit to THQ the total proceeds provided to him in
connection with this Agreement plus interest at the standard statutory rate,
and invite THQ to retain such monies and agree with EMPLOYEE to cancel this
Agreement and the Supplemental General Release.  In the event THQ accepts this offer, THQ shall retain such monies
and this Agreement and the Supplemental General Release shall be canceled.  In the event THQ does not accept such offer,
THQ shall so notify EMPLOYEE and shall place such monies into an
interest-bearing escrow 


 


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account pending resolution
of the dispute between EMPLOYEE and THQ as to whether this Agreement and/or the
Supplemental General Release shall be set aside and/or otherwise rendered
unenforceable.


 


16.                                 Consultation
With Counsel; Reasonable Time To Consider Agreement; Voluntary Participation In
This Agreement.


 


EMPLOYEE represents and
agrees that he has been advised of the opportunity to review this Agreement
with an attorney, that he has had the opportunity to thoroughly discuss all
aspects of his rights and this Agreement with an attorney to the extent
EMPLOYEE elected to do so, that he has carefully read and fully understands all
of the provisions of this Agreement, that he has been given a reasonable period
of time to consider signing this Agreement, and that he is voluntarily entering
into this Agreement.


 


17.                                 Severability
And Governing Law.


 


(a)           Should any of the
provisions in this Agreement be declared or be determined to be illegal or
invalid, all remaining parts, terms or provisions shall be valid, and the
illegal or invalid part, term or provision shall be deemed not to be a part of
this Agreement; provided, however, that if Section 1 or Section 6 of
this Agreement is declared or determined to be illegal or invalid, neither
party shall have any further obligations hereunder.


 


(b)           This Agreement is made
and entered into in the State of California and shall in all respects be
interpreted, enforced and governed under the laws of California.


 


18.                                 Proper
Construction.


 


(a)           The language of all
parts of this Agreement shall in all cases be construed as a whole according to
its fair meaning, and not strictly for or against any of the parties.


 


(b)           As used in this
Agreement, the term “or” shall be deemed to include the term “and/or” and the
singular or plural number shall be deemed to include the other whenever the
context so indicates or requires.


 


(c)           The paragraph headings
used in this Agreement are intended solely for convenience of reference and
shall not in any manner amplify, limit, modify or otherwise be used in the
interpretation of any of the provisions hereof.


 


19.                                 Entire
Agreement.


 


This Agreement (including
the Supplemental General Release attached as Exhibit A) constitutes the entire
agreement between and among the parties pertaining to the subject matter hereof
and the final, complete and exclusive expression of the terms and conditions of
their agreement.  Any and all prior
agreements, representations, negotiations and understandings made by the
parties, oral and written, express or implied, are hereby superseded and merged
herein.


 


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20.                                 Execution
In Counterparts.


 


This Agreement may be
executed in one or more counterparts, all of which taken together shall
constitute one agreement.


 


21.                                 Cooperativeness.


 


All parties have cooperated
in the drafting and preparation of this Agreement, and it shall not be
construed more favorably for or against any party.


 


22.                                 Communications


 


All
notices, demands or other communications given under this Agreement
(collectively, “Communications”) shall be in writing.  They shall be delivered personally, by certified mail or by
facsimile.  If delivered personally,
delivery shall be deemed made at the time the Communication is actually
received.  If delivered by certified
mail, delivery shall be deemed made seventy-two (72) hours after deposit of the
Communication in the United States mail, postage prepaid, addressed to the
party to whom such Communication is directed. 
If delivered by facsimile, delivery shall be deemed made at the time of
the electronic confirmation on the sender’s equipment of receipt of the
Communication at the recipient’s facsimile number.  All Communications shall be addressed to the parties as follows:


 


If to THQ:                                                                  THQ Inc.

Attn:  Senior Vice President, Business
& Legal Affairs

27001 Agoura Road, Suite 325

Calabasas Hills, CA 91301


 


With a Copy to:                                   Proskauer Rose LLP

Attn:  Anthony Oncidi, Esq.

2049 Century Park East, 32nd Floor

Los Angeles, CA  90067

Fax: 310.557.2193


 


If to EMPLOYEE:                            Eric Doctorow
31950-1/2 Pacific Coast Hwy

Malibu, CA  90265


 


With a Copy to:                                   Greenberg Glusker

Attn: Barry Haldeman, Esq. And Barry Kellman, Esq.

1900 Avenue of the Stars, Suite 2100

Los Angeles, CA 90067

Facsimile Number:  310-553-0687


 


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Either
party may change his or its address for purposes of this notice provision by
notifying the other party of its new address in the manner set forth in this
notice provision.


 


Executed at
                                  ,
California, this          day of
                      ,
2004.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Eric Doctorow

  



 


Executed at
                                  ,
California, this          day of
                      ,
2004.


 


	
   

  	
  THQ INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  



 


11

















 


EXHIBIT
A


 


SUPPLEMENTAL
GENERAL RELEASE


 


1.                                       No
Lawsuits.


 


(a)           Eric Doctorow
(“EMPLOYEE”) promises never to file a lawsuit, administrative complaint, or
charge of any kind with any court, governmental or administrative agency or
arbitrator against THQ (as defined in the Separation Agreement and General
Release) or its officers, directors, agents or employees, asserting any claims
that are released in the Separation Agreement and General Release (“Agreement”)
or in this Supplemental General Release (“Release”).


 


(b)           EMPLOYEE represents and
agrees that, prior to signing this Release, he has not filed or pursued any
complaints, charges or lawsuits of any kind with any court, governmental or
administrative agency or arbitrator against THQ or its officers, directors,
agents or employees, asserting any claims that are released in this Release.


 


(c)           THQ promises never to
file a lawsuit, administrative complaint, or charge of any kind with any court,
governmental or administrative agency or arbitrator against EMPLOYEE, asserting
any claims that are released in the Agreement or in this Release.


 


(d)           THQ represents and
agrees that, prior to signing this Agreement, it has not filed or pursued any
complaints, charges or lawsuits of any kind with any court, governmental or
administrative agency or arbitrator against EMPLOYEE, asserting any claims that
are released in this Release.


 


2.                                       Complete
and Mutual Release.


 


(a)           In consideration of the
mutual covenants and promises contained herein and subject to the consideration
set forth in Paragraph 1 of the Agreement, EMPLOYEE hereby knowingly and
voluntarily releases, absolves and discharges THQ and, as applicable, its
officers, partners, attorneys, agents, officers, administrators, directors,
employees, affiliates, representatives, and/or assigns and successors, past and
present (collectively the “Releasees”) from all rights, claims, demands,
obligations, damages, losses, causes of action and suits of all kinds and
descriptions, legal and equitable, known and unknown, that EMPLOYEE may have or
ever have had against the Releasees from the beginning of time to the date of
execution of this Release, including, but not limited to, any such rights,
claims, demands, obligations, damages, losses, causes of action and suits
arising out of, but not limited to, any right of EMPLOYEE or of any person
arising under any law, statute, duty, contract, covenant, or order, or any
liability for any act of age discrimination or other impermissible form of
harassment or discrimination by THQ against EMPLOYEE, as prohibited by any
state or federal statute or common law, including, but not limited to, Title
VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, the Americans With
Disabilities Act, 42 U.S.C. §§ 12101 et seq., the Age Discrimination in
Employment Act, 29 U.S.C. §§ 623 et seq., the Sarbanes-Oxley Act, the
California Fair 


 


12

















 


Employment and Housing
Act, Cal. Gov’t Code §§ 12940 et seq., the California Workers’
Compensation Act, Cal. Lab. Code §§ 3600 et seq., the Fair Labor Standards
Act, 29 U.S.C. §§ 201 et seq., and the laws established by the California
Department of Labor Standards Enforcement, e.g., Cal. Lab. Code
§§ 200-272.  This includes, but is
not limited to, claims for employment discrimination, wrongful termination,
constructive termination, violation of public policy, breach of any express or
implied contract, breach of any implied covenant, fraud, intentional or
negligent misrepresentation, emotional distress, or any other claims relating
to EMPLOYEE’s relationship with THQ. 
The matters that are the subject of the releases referred to in this
Paragraph shall be referred to collectively as “EMPLOYEE’s Released Matters.”


 


(b)           EMPLOYEE further
understands and acknowledges that:


 


(1)           This Release
constitutes a voluntary waiver of any and all rights and claims he has against
the Releasees as of the date of the execution of this Release, including rights
or claims arising under the Age Discrimination in Employment Act;


 


(2)           He has waived rights or
claims pursuant to this Release in exchange for consideration, the value of
which exceeds the payment or remuneration to which he was already entitled;


 


(3)           He is hereby advised
that he may consult with an attorney of his choosing concerning this Release
prior to executing it;


 


(4)           He has been afforded a
period of at least 21 days to consider the terms of this Release, and in the
event he should decide to execute this Release in fewer than 21 days, he has
done so with the express understanding that he has been given and declined the
opportunity to consider this Release for a full 21 days; and


 


(5)           He may revoke this
subparagraph 2(b) of the Release at any time during the seven (7) days
following the date of execution of this Release, and this subparagraph 2(b) of
the Release shall not become effective or enforceable until such revocation
period has expired (the “Effective Date”).


 


(c)           In consideration of the
mutual covenants and promises contained herein, THQ hereby knowingly and
voluntarily releases, absolves and discharges EMPLOYEE from all rights, claims,
demands, obligations, damages, losses, causes of action and suits of all kinds
and descriptions, legal and equitable, known and unknown, that THQ may have or
ever have had against EMPLOYEE from the beginning of time to the date of
execution of this Release, including, but not limited to, any such rights,
claims, demands, obligations, damages, losses, causes of action and suits
arising out of, but not limited to, any right of THQ arising under any law,
statute, duty, contract, covenant, or order. 
The matters that are the subject of the releases referred to in this
Paragraph shall be referred to collectively as “THQ’s Released Matters.”


 


3.                                       Unknown
Claims.


 


EMPLOYEE and THQ
acknowledge that there is a risk that subsequent to the execution of this
Release, EMPLOYEE or THQ will incur or suffer damage, loss or injury to persons
or property that is  unknown or
unanticipated at the time of the execution of this Release.


 


13

















 


EMPLOYEE and THQ do
hereby specifically assume such risk and agree that this Release and the
releases contained herein shall and do apply to all unknown or unanticipated
results of any and all matters caused by or connected with the relationship
between THQ and EMPLOYEE, as well as those currently known or anticipated.  Accordingly, EMPLOYEE and THQ acknowledge
that each has read the provisions of California Civil Code Section 1542,
which provides as follows:


 


“A general release does
not extend to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which if known to him must have
materially affected his settlement with the debtor”


 


and that each expressly
waives, relinquishes and forfeits all rights and benefits accorded by the
provisions of California Civil Code Section 1542, as well as any other
state or federal statutes or common law principles of similar effect.


 


4.                                       Assumption
Of Risk; Investigation Of Facts.


 


(a)           EMPLOYEE hereby
expressly assumes the risk of any mistake of fact or that the true facts might
be other than or different from the facts now known or believed to exist, and
it is EMPLOYEE’s express intention to forever settle, adjust and compromise any
and all disputes between and among his and the Releasees, finally and forever,
and without regard to who may or may not have been correct in their respective
understandings of the facts or the law relating thereto.


 


(b)           In making and executing
this Release, EMPLOYEE represents and warrants that he has made such
investigation of the facts and the law pertaining to the matters described in
this Release as he deems necessary, and EMPLOYEE has not relied upon any
statement or representation, oral or written, made by any other party to this
Release with regard to any of the facts involved in any dispute or possible
dispute between the parties hereto, or with regard to any of his rights or
asserted rights, or with regard to the advisability of making and executing
this Release.


 


(c)           THQ hereby expressly
assumes the risk of any mistake of fact or that the true facts might be other
than or different from the facts now known or believed to exist, and it is
THQ’s express intention to forever settle, adjust and compromise any and all
disputes between and among it and EMPLOYEE, finally and forever, and without
regard to who may or may not have been correct in their respective
understandings of the facts or the law relating thereto.


 


(d)           In making and executing
this Agreement, THQ represents and warrants that it has made such investigation
of the facts and the law pertaining to the matters described in this Agreement
as it deems necessary, and THQ has not relied upon any statement or
representation, oral or written, made by any other party to this Agreement with
regard to any of the facts involved in any dispute or possible dispute between
the parties hereto, or with regard to any of its rights or asserted rights, or
with regard to the advisability of making and executing this Agreement.


 


14

















 


5.                                       Ownership
Of Claims.


 


(a)           EMPLOYEE represents and
warrants that no portion of any of EMPLOYEE’S Released Matters and no portion
of any recovery or settlement to which EMPLOYEE might be entitled has been
assigned or transferred to any other person, firm, entity or corporation not a
party to this Release, in any manner, including by way of subrogation or
operation of law or otherwise.  If any
claim, action, demand or suit should be made or instituted against the
Releasees or any of them because of any such purported assignment, subrogation
or transfer, EMPLOYEE agrees to indemnify and hold harmless the Releasee(s)
against such claim, action, suit or demand, including necessary expenses of
investigation, attorneys’ fees and costs.


 


(b)           THQ represents and
warrants that no portion of any of THQ’s Released Matters and no portion of any
recovery or settlement to which THQ might be entitled has been assigned or
transferred to any other person, firm, entity or corporation not a party to
this Release, in any manner, including by way of subrogation or operation of
law or otherwise.  If any claim, action,
demand or suit should be made or instituted against EMPLOYEE because of any
such purported assignment, subrogation or transfer, THQ agrees to indemnify and
hold harmless EMPLOYEE against such claim, action, suit or demand, including
necessary expenses of investigation, attorneys’ fees and costs.


 


6.                                       No
Representations.


 


(a)           EMPLOYEE represents and
agrees that no promises, statements or inducements have been made to him which
caused him to sign this Release other than those expressly stated in this
Release.


 


(b)           THQ represents and
agrees that no promises, statements or inducements have been made to it which
caused it to sign this Release other than those expressly stated in this
Release.


 


7.                                       Confidentiality
Of This Release.


 


(a)           EMPLOYEE agrees to keep
the fact, terms and amount of this Release completely confidential, and not to
disclose such information to anyone other than his attorneys, accountants,
licensed tax and/or professional investment advisors, and spouse, if any
(hereafter referred to as “EMPLOYEE’s Confidants”), all of whom shall be
informed of and be bound by this confidentiality provision.  Neither EMPLOYEE nor EMPLOYEE’s Confidants
shall disclose the fact, amount or terms of this Release to anyone including,
but not limited to, any representative of any print, radio or television media,
to any past, present or prospective employee of or applicant for employment
with THQ, to any counsel for any current or former employee of THQ, to any
other counsel or third party, or to the public at large.  Notwithstanding
the foregoing, nothing herein is intended to or shall prevent EMPLOYEE from (a)
disclosing the fact, terms and amount of this Release in response to a valid
subpoena or other legal process; (b) disclosing the fact, terms and amount of
this Release to the extent necessary to enforce the Release or any of its
terms; or (c) testifying truthfully pursuant to a valid subpoena issued by any
court or other regulatory body having competent jurisdiction.


 


15

















 


(b)           THQ agrees to keep the
fact, terms and amount of this Release completely confidential, and not to disclose
such information to anyone other than its attorneys, accountants, licensed tax
and/or professional investment advisors, auditors, and, to the limited extent
each has an actual need to know in connection with the performance of his or
her duties, THQ executives (hereafter referred to as “THQ’s Confidants”), all
of whom shall be informed of and be bound by this confidentiality
provision.  Neither THQ nor THQ’s
Confidants shall disclose the fact, amount or terms of this Agreement to anyone
including, but not limited to, any representative of any print, radio or
television media, to any past, present or prospective employee of or applicant
for employment with THQ, to any counsel for any current or former employee of
THQ, to any other counsel or third party, or to the public at large.  Notwithstanding
the foregoing, nothing herein is intended to or shall prevent THQ from (a)
disclosing the fact, terms and amount of this Agreement in response to a valid
subpoena or other legal process or as otherwise required by law (e.g., SEC
regulations); (b) disclosing the fact, terms and amount of this Agreement to
the extent necessary to enforce the Agreement or any of its terms; or (c)
testifying truthfully pursuant to a valid subpoena issued by any court or other
regulatory body having competent jurisdiction.


 


(c)           EMPLOYEE and THQ
understand and agree that any disclosure of information in violation of this
confidentiality provision by EMPLOYEE, EMPLOYEE’s Confidants, THQ or THQ’s
Confidant’s could cause the other party injury and damage.  Any alleged violation of this
confidentiality provision shall be resolved in accordance with the arbitration
provisions herein.  If any proceeding is
brought concerning an alleged violation of this confidentiality provision, the
prevailing party shall recover from the losing party all reasonable attorneys’
fees and costs incurred in connection with such proceeding.  The party alleging violation of this
confidentiality provision shall have the burden of proving such violation by
clear and convincing evidence.


 


 


Executed at
                                  ,
California, this          day of
                      ,
2004.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Eric Doctorow

  



 


Executed at
                                  ,
California, this          day of
                      ,
2004.


 


	
   

  	
  THQ INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  



 


16

















 


EXHIBIT B


 


Below is a complete list
of office furniture Eric Doctorow brought to THQ but which THQ did not purchase
or provide funds to purchase:


 


1.  Desk with Return Cabinet


 


2.  Executive Chair


 


3.  Credenza


 


4.  Corner Bookshelf Display


 


5.  Framed Wall Pictures


 


17