Exhibit
10.1


 


SETTLEMENT AGREEMENT


 


This Settlement Agreement
(“Agreement”) is made and entered into as of December 22, 2009, by and
between World Wrestling Entertainment, Inc. (“WWE”), on the one hand, and
THQ Inc. (“THQ”), on the other hand.  The
foregoing are sometimes each referred to herein as a “Party,” and collectively
as the “Parties.”


 


WHEREAS, WWE brought
claims against THQ and THQ/JAKKS Pacific, LLC (“the LLC”), an entity formed
between THQ and Jakks Pacific, Inc. (“Jakks”) in connection with a certain
videogame license with WWE, first in the United States District Court for the
Southern District of New York on October 19, 2004 entitled World Wrestling Entertainment, Inc. v. JAKKS Pacific, Inc.,
et al., Case No. 1:04-CV-08223-KMK (the “Federal Action”) and
then in the Superior Court for the State of Connecticut on October 12,
2006 entitled World Wrestling Entertainment, Inc. v.
THQ Inc. and THQ/JAKKS Pacific, LLC, Case No. X05-FST-CV-06-5002512S)
(the “Connecticut Action”) (together, the “Actions”);


 


WHEREAS, the Federal
Action, as amended, asserted various federal claims under RICO and the Sherman
Act and various then pendant state law claims, centered on allegations that
Jakks, two of its affiliates, and its three highest ranking executives had been
personally involved in directing payments made to WWE’s former licensing agent,
Stanley Shenker, while attempting to procure licensing rights from the WWE on
certain licenses, including the WWE videogame license, and further asserting
that THQ and THQ’s Chief Executive Officer, Brian Farrell, were legally
responsible for the misconduct notwithstanding their lack of factual
involvement in, or knowledge of, the payments made to Shenker by Jakks (“the
Shenker Claims”);


 


WHEREAS, the Connecticut
Action as originally filed alleged that THQ and the LLC had entered into
sublicensing arrangements to sell WWE-branded videogames in Japan and other
Asian countries in violation of the June 10, 1998 videogame license
agreement between WWE and the LLC, as amended, (the “1998 License”) and
asserted claims for declaratory relief, breach of contract, unjust enrichment
and violation of the Connecticut Unfair Trade Practices Act (the “Sublicense
Claims”);


 


WHEREAS, on or about May 8,
2007, the Court in the Connecticut Action granted WWE’s request to amend its
complaint to add allegations and state law claims substantially similar to the
Shenker Claims based on state law then pending in the Federal Action and to “cite
in” the other defendants from that action, including Mr. Farrell;


 


WHEREAS, on or about December 28,
2007, the Court in the Federal Action entered judgment for the defendants
dismissing WWE’s federal claims with prejudice and dismissing WWE’s state law
claims without prejudice, which judgment was affirmed in an unpublished opinion
by the United States Court of Appeals for the Second Circuit on May 19,
2009;


 


WHEREAS, following the
dismissal of the Federal Action by the District Court on December 28,
2007, WWE sought leave to refile its state law Shenker Claims in the Connecticut
Action, which was granted, such that WWE was asserting in the Connecticut
Action both Shenker Claims and Sublicense Claims;


 


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WHEREAS, on July 1,
2008, THQ filed a cross-complaint against Jakks in the Connecticut Action;


 


WHEREAS, on August 29,
2008, the Court in the Connecticut Action entered summary judgment against WWE
dismissing all of the Shenker Claims, leaving only the Sublicense Claims
remaining;


 


WHEREAS, WWE has appealed
the dismissal of its Shenker Claims in the Connecticut Action, and that appeal
is now pending in the Connecticut Supreme Court (the “Connecticut Appeal”);


 


WHEREAS, the term of the
videogame license between WWE and the LLC expires on December 31, 2009,
but is subject to the LLC’s option to renew the license for an additional five
years contained in Section 3 of the 1998 license (the “Renewal Right”);


 


WHEREAS, THQ filed a
Complaint for Declaratory Relief against Jakks on June 29, 2009 in the
Superior Court of the State of California for the County of Los Angeles, Case No. SC103763
(“the California Action”), seeking a declaration that Jakks cannot unilaterally
renew the WWE videogame license; that THQ need not consent to such renewal; and
that a certain non-competition provision in the LLC Agreement is void and
unenforceable;


 


WHEREAS, Jakks,
purporting to act on behalf of the LLC, sent WWE a notice on June 30, 2009
asserting that the LLC was exercising the Renewal Right of the 1998 License for
an additional five years;


 


WHEREAS, WWE has made
clear that it does not wish to continue, extend or renew any business
relationship with Jakks due to, inter  alia, the secret payments
made to Shenker during the time Jakks was seeking to obtain intellectual
property rights from WWE through Shenker; the failure by Jakks to disclose such
payments to WWE when made; the failure by Jakks to make timely, full and
complete disclosure to WWE regarding such payments when requested to do so; the
failure of Jakks, as the party responsible to do so under the agreements
between THQ and Jakks, to obtain WWE’s written consent to sublicensing; and due
to the lack of good faith and fair dealing generally by Jakks towards WWE;


 


WHEREAS, WWE did not for
the foregoing reasons entertain any proposal from Jakks to renew the toy
license with WWE which expires on December 31, 2009;


 


WHEREAS, WWE disputes
whether the Renewal Right of the 1998 License is valid and enforceable under
the circumstances;


 


WHEREAS, WWE nevertheless
desires to maintain the ability to continue having WWE videogames in the
marketplace and has so advised THQ;


 


WHEREAS, WWE advised THQ
that it is willing to continue with a videogame license relationship with THQ
independent of the LLC on terms satisfactory to the parties;


 


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WHEREAS, THQ desires to
maintain a business relationship with WWE in order to continue its ability to
produce and sell WWE videogames;


 


WHEREAS, THQ advised WWE
that it had reached an agreement with Jakks whereby the LLC would not exercise
the renewal right in the 1998 license and whereby Jakks and the LLC agreed to
the termination of the 1998 license;


 


WHEREAS, THQ advised WWE
that the LLC and Jakks would release THQ from the non-competition provisions of
paragraph 12(c) in the October 25, 1999 Operating Agreement for the
LLC between THQ and Jakks in order to permit THQ to enter into an independent
license with WWE at the termination of the 1998 license on December 31,
2009.


 


WHEREAS, WWE and THQ desire
and intend to resolve the disputes between them and enter into a conditional
license agreement commencing on January 1, 2010.


 


NOW THEREFORE, in
consideration of the terms and conditions set forth in this Settlement
Agreement, the Parties agree as follows:


 


1.             Immediate Payment to WWE. 
Upon the “Effective Date” (as defined in Section 5 below), THQ
shall pay WWE the sum of Thirteen Million One Hundred and Seventy-Five Thousand
Dollars  ($13,175,000).


 


2.             Dismissals.  Immediately
upon execution of this Agreement, WWE will provide THQ with signed copies of
all documents necessary and sufficient to:


 


(i)            dismiss with prejudice all remaining
claims against THQ, Jakks and the LLC pending in the Connecticut Superior Court
and the California Superior Court, and


 


(ii)           dismiss its Connecticut Appeal with prejudice.


 


These dismissal documents
shall have no force or effect, and THQ shall not file them or cause any other
person or entity to file them, prior to the later of the Effective Date or THQ’s
payment of the amount set forth in Section 1 of this Agreement.  WWE agrees to take any further actions and
execute any additional documents necessary to effectuate the dismissals
described herein.  WWE further agrees not
to further pursue any further appeals in the Federal Action.


 


3.             Releases.  As of the
Effective Date:


 


3.1           WWE’s Release.  WWE, on
behalf of itself and on behalf of each of its predecessors, successors,
parents, subsidiaries, and affiliated and/or related companies, and each of
their respective present and former officers, directors, employees,
representatives, partners, business entities, loan-out companies, agents,
attorneys, insurers, accountants, heirs, executors, administrators,
conservators, assignors and assignees, and each of them (“WWE Releasing Parties”)
hereby knowingly and voluntarily fully and forever releases and


 


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discharges THQ and its
predecessors, successors, parents, subsidiaries, and affiliated and/or related
companies including the LLC, and each of their respective
present and former officers (including Brian Farrell), directors, employees,
representatives, partners, business entities, loan-out companies, agents,
attorneys, insurers, accountants, heirs, executors, administrators,
conservators, assignors and assignees, and each of them (“THQ Releasees”) from
any and all claims, demands, liens, actions, suits, causes of action,
obligations, controversies, debts, costs, attorneys’ fees, expenses, damages,
judgments, orders, and liabilities of whatever kind and/or nature in law,
equity or otherwise, whether now known or unknown, suspected or unsuspected,
which have existed or may have existed, or which do exist or which hereafter
can, shall or may exist, as of the date this Settlement Agreement is executed  except as follows: (w) the 1998 License
will continue in effect as provided in Section 3.4 below; (x) the
Warrant Agreement dated August 15, 2003 and amended August 25, 2005
and the related Registration Rights Agreement dated August 15, 2003 (the “Warrant
and Related Registration Rights Agreement”) shall continue in effect; and (y) nothing
in this release shall affect the force and effect, if any, of the New License
from and after the New License Commencement Date; and (z) nothing in this
release shall release Jakks, its affiliates or employees as further described
in Section 3.3 below.  The claims
released under this Section 3.1 are referred to herein as “WWE’s Released
Claims.”


 


3.2           THQ’s Release.  THQ, on
behalf of itself and on behalf of each of its predecessors, successors,
parents, subsidiaries, and affiliated and/or related companies including the LLC, and each of their respective present and
former officers, directors, employees, representatives, partners, business
entities, loan-out companies, agents, attorneys, insurers, accountants, heirs,
executors, administrators, conservators, assignors and assignees, and each of
them (“THQ Releasing Parties”) hereby knowingly and voluntarily fully and
forever releases and discharges WWE and its predecessors, successors, parents,
subsidiaries, and affiliated and/or related companies, and each of their
respective present and former officers directors, employees, representatives,
partners, business entities, loan-out companies, agents, attorneys, insurers,
accountants, heirs, executors, administrators, conservators, assignors and
assignees, and each of them (“WWE Releasees”) from any and all claims, demands,
liens, actions, suits, causes of action, obligations, controversies, debts,
costs, attorneys’ fees, expenses, damages, judgments, orders, and liabilities
of whatever kind and/or nature in law, equity or otherwise, whether now known
or unknown, suspected or unsuspected, which have existed or may have existed,
or which do exist or which hereafter can, shall or may exist as of the date
this Settlement Agreement is executed except as follows: (w) the 1998
License will continue in effect as provided in Section 3.4 below; (x) the
Warrant and Related Registration Rights Agreement shall continue in effect; and
(y) nothing contained herein shall affect the force and effect, if any, of
the New License from and after the New License Commencement Date.  The claims released under this Section 3.2
are referred to herein as “THQ’s Released Claims”.


 


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3.3           The term “Released Claims” means, as applicable, WWE’s
Released Claims and/or THQ’s Released Claims. 
The term “Releasees” means, as applicable, the THQ Releasees and/or the
WWE Releasees.  For avoidance of doubt,
it is acknowledged and agreed that none of Jakks or its predecessors,
successors, parents, subsidiaries, and affiliated and/or related companies
(other than THQ) or their respective present and former officers, directors,
employees, representatives, partners, business entities, loan-out companies,
agents, attorneys, insurers, accountants, heirs, executors, administrators,
conservators, assignors and assignees (collectively, the “Jakks Parties”), is
intended to be a “THQ Releasee” encompassed within the scope of any release set
forth in this Settlement Agreement.


 


3.4           Except as provided in this
paragraph, the above releases shall not release, waive or excuse THQ’s, the LLC’s
or WWE’s ongoing or future obligations (including, without limitation, any
royalty payment and indemnification obligations) under the 1998 License for the
period ending on December 31, 2009, when it shall terminate.  Any
obligations thereunder which expressly or by their nature survive termination
are not altered or modified by this Settlement Agreement.  The parties also agree that any unrecouped
guarantees paid by the LLC under the New Initiative Term Sheet relating to
Casual Games, executed on or about June 7, 2008 (the “June 7 Term
Sheet”), may be recouped from royalties that would otherwise be payable under the
New License solely in respect of the games and in the Territory described in
the June 7 Term Sheet.  Those unrecouped guarantees are estimated to
be, at present, $375,000.


 


3.5           Other or Additional Facts. 
Each of the Parties expressly and knowingly acknowledges that it may
hereafter discover facts different from and/or in addition to those which it
now knows and/or believes to be true with respect to its respective Released
Claims, and which, if known to it at the time it executed this Settlement Agreement,
may have materially affected its decision to execute this Settlement
Agreement.  Each of the Parties
acknowledges and agrees, having received the advice of counsel, that by reason
of this Settlement Agreement and the releases contained herein, it is voluntarily
and knowingly assuming any risk of such unknown facts and that this Settlement
Agreement shall be and shall remain in full force and effect in all respects
regarding the Released Claims.


 


3.6           Waiver of Civil Code Section 1542.  Section 1542
of the California Civil Code provides:


 


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A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR
HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


Except as otherwise
provided in this Agreement, the Parties, after consultation with their
respective counsel, hereby waive any and all rights and benefits conferred by
the provisions of California Civil Code section 1542 and any similar law of any
state or territory of the United States or other jurisdiction, with respect to
all claims within the scope of the releases granted above that are presently
unknown or unsuspected.


 


4.             Covenants Not to Sue.  Except for
the purpose of enforcing the terms of this Settlement Agreement: (a) the
WWE Releasing Parties agree to refrain and forbear forever from commencing,
instituting, prosecuting, or directly or indirectly participating in, or filing
any claim for damages or demand in connection with, any lawsuit, action or
proceeding against the THQ Releasees, or any of them, based upon any of WWE’s
Released Claims, including without limitation (i) any claim that any of
the THQ Releasees should be held jointly and severally liable with any other
defendant in the Actions; (ii) any proceeding to collect from any THQ
Releasee any amounts for which the LLC may be deemed liable with respect to the
Actions; or (iii) any lawsuit, action or proceeding against the LLC based
upon any of the Sublicense Claims; and (b) the THQ Releasing Parties agree
to refrain and forbear forever from commencing, instituting, prosecuting, or
directly or indirectly participating in, or filing any claim for damages or demand
in connection with, any lawsuit, action or proceeding against the WWE
Releasees, or any of them, based upon any of THQ’s Released Claims.


 


5.             Additional Agreements/Conditions Precedent. 
This Agreement shall not become effective, and shall be null and void,
and the rights and obligations between the Parties hereto shall be such as if
this Agreement never existed, unless and until, prior to 5:00 p.m. Pacific
Standard Time on December 31, 2009:


 


(i)             The Parties enter into a license agreement (which, for
purposes of this Settlement Agreement and the New License, shall include a
letter dated December 22, 2009 from Brian Farrell to Vince McMahon
relating to the royalty rate to be paid to WWE over the term of the New
License) (collectively the “New License”), the term of which shall commence
only upon the “New License Commencement Date,” which is hereby defined as January 1,
2010; and


 


(ii)           WWE enters into a release agreement with Jakks on
substantially the same terms as set forth in Exhibit A hereto; and


 


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(iii)          THQ enters into a settlement agreement with Jakks
expressly providing that THQ is not precluded from entering into the New
License, agreeing that the LLC did not renew the 1998 Agreement, agreeing that
the 1998 Agreement is terminated as of December 31, 2009 and dismissing
all claims between THQ and Jakks.  THQ
shall provide suitable documentation to WWE evidencing that its settlement
agreement with Jakks contains such provisions.


 


The first date on which
all of these conditions have been timely satisfied is defined as the “Effective
Date.” For the avoidance of doubt, the fact that this Agreement is not
effective until the Effective Date shall not allow either party to terminate it
unless the foregoing conditions have not occurred and it is after 5:00 p.m.
Pacific Standard Time on December 31, 2009.


 


6.             Parties to Bear Own Fees and Costs. 
Each Party shall bear all of its fees, expenses, and costs incurred in
connection with the Actions and/or this Settlement Agreement.


 


7.             Authority to Enter into Settlement Agreement. 
Each individual signing this Settlement Agreement warrants and
represents that he or she has full authority to execute the same on behalf of
the Party on whose behalf he or she signs. 
Each Party, from and after the Effective Date, hereby agrees to execute
all documents and instruments necessary to implement this Settlement Agreement.


 


8.             Confidentiality.  The Parties
and their attorneys agree that the terms and conditions of this Settlement
Agreement (“Confidential Terms”) shall remain confidential and shall not be
disclosed by either Party or any of its attorneys except as follows:


 


8.1           Confidential Terms may be disclosed by the Parties to
the following persons on the condition that the Parties or their representative(s) advise
such persons of the confidentiality of the Confidential Terms and on the
condition that such persons sign an agreement to be bound by this
provision:  (a) to tax consultants
or preparers, attorneys, accountants or business managers as necessary for
purposes of tax planning and/or the preparation of tax returns for the Parties,
or for the audit of the Parties’ respective financial statements, or for the
preparation of filings required or deemed by counsel to be necessary to comply
with applicable laws and regulations (including without limitation S.E.C.
filings), or to enforce or defend any claims arising from this Settlement
Agreement; (b) to immediate family members and their representatives; (c) to
persons whose knowledge is necessary to carry out the provisions of the
Settlement Agreement; and (d) to any other persons who have a reasonable
need for such information provided such persons agree to be bound by the
confidentiality provisions of this Agreement.


 


8.2           Confidential Terms may be disclosed by the Parties as
required by a validly served subpoena or discovery request or by court order,
but only after written notice of either (i) at least ten (10) days
prior to such disclosure or (ii) no more than two (2) business days
after a Party’s receipt of the subpoena, discovery request or court order,
whichever is later, to the other Party in order 


 


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to allow such other Party
sufficient time to object to disclosure in these circumstances.


 


8.3           Confidential Terms may be disclosed by either of the
Parties as otherwise required by federal or state law, including to satisfy
such Party’s disclosure obligations under the securities laws.  The parties acknowledge that the effectiveness
of this Agreement on the Effective Date, the amount paid hereunder, and the
effectiveness of the New License may be disclosed in appropriate SEC
filings.  The parties will work together
in good faith to make a joint press release on or about the Effective Date
announcing the fact that a settlement has occurred and the New License has been
entered into.


 


9.             No Admission of Liability. 
This Settlement Agreement does not constitute an admission by any of the
Releasees of any liability or wrongdoing whatsoever, including, but not limited
to, any liability or wrongdoing with respect to any of the allegations in the
Actions.  The Parties agree that this
Settlement Agreement is the result of a compromise within the provisions of
Connecticut Evidence Code § 4-8; California Evidence Code §§ 1152 and
1154, New York Civil Practice Law and Rules § 4547 and Rule 408
of the Federal Rules of Evidence, and any similar statutes or rules, and
shall not be used or admitted in any proceeding for any purpose including, but
not limited to, as evidence of liability or wrongdoing by any Releasee, nor
shall it be used for impeachment purposes, to refresh recollection, or any
other evidentiary purpose; provided, however, that nothing in this Section 9
shall prohibit any Party and/or its counsel from disclosing the fact, amount
and/or terms of this Settlement Agreement to a court, arbitrator,
administrative agency or other tribunal of appropriate jurisdiction for the
purpose of effectuating the provisions of this Settlement Agreement.  For the avoidance of doubt, each of the
Parties expressly represents, and warrants and agrees (a) that it does not
believe that any provision of this Settlement Agreement is ambiguous and (b) that
this Section 9 is subject to the Integration Clause in Section 14.


 


10.           Binding Effect.  Subject to Section 5
hereof, all of the Parties hereto acknowledge and agree that it is their
collective intention to fully, finally and forever settle and release all
matters relating to the Released Claims. 
In furtherance of such intention, in entering into this Settlement
Agreement, subject to Section 5 hereof each Party acknowledges and agrees
that this Settlement Agreement is intended, pursuant to the advice of legal
counsel selected by each Party, to be final and binding between and among the
Parties hereto.  Subject to Section 5
hereof, this Settlement Agreement shall bind and inure to the benefit of the
Parties hereto and their respective predecessors, successors, heirs, and
assigns.


 


11.           Representations and Warranties. 
The Parties make the following representations and warranties to one
another:


 


11.1         THQ represents and warrants that, to the best of its
present knowledge, none of its current or former employees had any knowledge of
the payments made by Jakks to Shenker at issue in the Actions when those
payments were made or at any time prior to execution of the 1998 license.


 


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11.2         Each of the Parties hereto acknowledges that no other
Party, nor any agent or attorney of any other Party, has made any promise,
representation, or warranty, whatsoever, express or implied, not contained
herein, concerning the subject matter hereof, to induce it to execute this
instrument.  Each of the Parties
acknowledges that it has not executed this instrument in reliance on any such
promise, representation, or warranty not contained herein.


 


11.3         Each of the Parties hereto has read this Settlement
Agreement carefully and knows and understands the contents thereof.  Each of the Parties is fully aware of the
legal and binding effect of this Settlement Agreement (subject to Section 5
hereof).  Each of the Parties has made
such an investigation of the facts pertinent to this Settlement Agreement and
of all the matters pertaining thereto as it deemed necessary.


 


11.4         Each of the Parties hereto acknowledges that it has
been represented by counsel in the preparation, negotiation and execution of
this Settlement Agreement, and that it has executed this document with the
consent and the advice of such legal counsel.


 


11.5         Each of the Parties hereto acknowledges and agrees
that the terms of this Settlement Agreement are contractual and not merely
recitals and are the result of negotiations between Parties of equal bargaining
positions.  All recitals are incorporated
by reference into this Settlement Agreement.


 


11.6         WWE represents and warrants that no person or entity
other than WWE has, or has had, any interest in any of WWE’s Released Claims;
that WWE has the sole rights and exclusive authority to execute this Settlement
Agreement; and that WWE has not sold, assigned, transferred, conveyed or
otherwise disposed of any of WWE’s Released Claims.


 


11.7         THQ represents and warrants that no other person or
entity has, or has had, any interest in any of THQ’s Released Claims; that it
has the sole rights and exclusive authority to execute this Settlement
Agreement; and that it has not sold, assigned, transferred, conveyed or
otherwise disposed of any of THQ’s Released Claims.


 


12.           Governing Law.  This Settlement
Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of New York, without giving effect to its choice of law
provisions.  The Parties consent and
agree to the exclusive jurisdiction and venue of the state and federal courts
in the City of New York in the State of New York (“New York City”), with
respect to any action arising out of or in connection with this Settlement
Agreement and/or any breach or alleged breach of any provision of this
Settlement Agreement; and each Party waives any objection as to improper venue
and any objection that any state or federal court in New York City is an
inconvenient forum.


 


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13.           Joint Preparation.  This
Settlement Agreement shall be construed without regard to the Party or Parties
responsible for their preparation, and shall be deemed as prepared jointly by
the Parties hereto.  In resolving any
ambiguity and/or uncertainty existing herein, the Parties agree that no
consideration and/or weight shall be given to the identity of the Party
drafting said documents.


 


14.           Integration.  This
Settlement Agreement and all agreements noted herein solely to the extent that
they are noted as surviving this Settlement Agreement, including the 1998
License, the New License and the Warrant and Related Registration Rights
Agreement as well as any other exhibit(s) hereto, constitutes the entire
agreement and understanding between the Parties concerning the subject matter
hereof, and supersedes and replaces all prior negotiations, proposed agreements
and agreements, written or oral, between the Parties relating thereto.  This Settlement Agreement may be amended,
modified, canceled, and/or waived only by a written instrument that expressly
refers to this Settlement Agreement and is executed subsequent to this
Settlement Agreement by duly authorized representatives of each of the Parties.


 


15.           Notices.  All notices
required and/or permitted hereunder must be given in writing and shall be sent,
by personal or overnight delivery (including but not limited to, by messenger
service) addressed as follows:


 


To
WWE:              Jared Bartie


World
Wrestling Entertainment, Inc.


1241
East Main Street


Stamford,
CT 06902


 


and


 


Jerry
S. McDevitt


K&L
Gates LLP


535
Smithfield Street


Pittsburgh,
PA 15222


 


To
THQ:                THQ Inc.


Executive
Vice President – Business and Legal Affairs


29903
Agoura Road


Agoura
Hills, CA 91301


 


and


 


Steven
A. Marenberg


Irell &
Manella LLP


1800
Avenue of the Stars, Suite 900


Los
Angeles, CA 90067


 


16.           Severability.    If any
part, term, and/or provision of this Settlement Agreement is held by a court or
other tribunal to be invalid, illegal, and/or otherwise 


 


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unenforceable, such part,
term, and/or provision shall be inoperative and void insofar as it is in
conflict with law, but the validity of the remaining parts, terms, and/or
provisions shall not be affected and the rights and obligations of the Parties
shall be construed and enforced as if this Settlement Agreement did not contain
the particular part, term, and/or provision held to be invalid and/or
unenforceable.  This provision shall not
apply to Sections 1, 2, 3, 4, 5, 9, 10, 11 and 14 of this Settlement Agreement,
said terms being integral and non-severable parts of this Settlement Agreement,
without which it would not have been entered into by the Parties.


 


17.           Headings.  The headings
and captions used in this Settlement Agreement are for convenience only and
shall not be deemed to affect in any way the language of the provisions to
which they refer.


 


18.           Counterparts.  This
Settlement Agreement may be executed by facsimile and in any number of
counterparts, which together shall constitute one instrument.


 


IN WITNESS WHEREOF, the Parties, and each of them, have executed and
dated this Settlement Agreement next to their respective signatures.


 


 


	
  Dated:

  	
   

  	
   

  	
  World Wrestling
  Entertainment, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  THQ Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Title

  	
   

  



 


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