Exhibit 10.1


 


August 11, 2005


 


Mr. Kelly Flock


441 Bridoon Terrace


Encinitas, CA 92024


 


Dear Kelly:


 


We are pleased to offer you the position of Executive Vice President,
Worldwide Publishing reporting to Brian Farrell, President and Chief Executive
Officer.  Your start date will be August
29, 2005.  We look forward to a mutually
beneficial and successful business relationship.  This letter sets out the terms and conditions
of your employment with THQ.


 


Kelly, please note that the terms of your compensation package in all
categories are the same or better than the rest of the Executive Team, with the
exception of Brian Farrell.


 


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, Kelly.


 


Sincerely,


 


 


Bill Goodmen


Executive Vice President


Human Resources and Administration


 


 


Acceptance:


 


 


	
   

  	
   

  	
   

  	
   

  
	
  Kelly Flock

  	
  Date

  	
   

  	
  Start Date: August 29, 2005

  	
   

  
					



 





















 


Kelly Flock


 


	
   

  	
   

  	
  Compensation Plan and Benefits Package

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Executive Vice
  President, Worldwide Publishing, reporting to President and Chief Executive
  Officer.

  
	
   

  	
   

  	
   

  
	
  Base Salary:

  	
   

  	
  $400,000 per year
  payable bi-weekly at the rate of $15,384.62. (26 pay periods/year)

  
	
   

  	
   

  	
   

  
	
  Status:

  	
   

  	
  Exempt

  
	
   

  	
   

  	
   

  
	
  Health Insurance:

  	
   

  	
  Blue Cross HMO, Blue
  Cross PPO, or Kaiser HMO. 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:

  	
   

  	
  80% 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, are generally made once each year and are up to the
  discretion of management.

  
	
   

  	
   

  	
   

  
	
  Stock Options:

  	
   

  	
  Board has approved
  175,000 stock options (pre-split) and 25,000 PARS (pre-split). Will be
  eligible for annual stock grants as approved by the Board of Directors.

  
	
   

  	
   

  	
   

  
	
  Deferred Compensation:

  	
   

  	
  Eligible to participate
  in THQ’s Executive Deferred Compensation Plan.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  Signing Bonus:

  	
   

  	
  A $50,000 signing bonus
  will be paid within 30 days of employment.

  
	
   

  	
   

  	
   

  
	
  Change of Control:

  	
   

  	
  Eligible to participate
  in the attached Change of Control agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acceptance:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kelly Flock

  	
  Date

  
					



 





















 


Attachment A


 


Termination by the Company for Cause.


 


The Company may, at its option, terminate Executive’s employment under
this Agreement for any one or more of the following reasons:


 


(a)                                  Executive’s
material breach of any confidentiality, non-competition, non-solicitation or
assignment of inventions agreement between the Company and Executive;


 


(b)                                 Executive’s
conviction of or entry of a plea of nolo contendere in any court for any
business or financial crime or any felony;


 


(c)                                  Executive’s
commission of an act of fraud, misappropriation or embezzlement upon the
Company or any of its subsidiaries;


 


(d)                                 Executive’s
repeated disregard of lawful and commercially reasonable instructions of the
Company’s Chairman of the Board, Chief Executive Officer or Board of Directors
consistent with Executive’s position relating to the business of the Company or
any of its subsidiaries; or “after written notification thereof) Executive’s
neglect of duties or failure to act which has, or is intended to have, a
material adverse affect on the business or affairs of the Company or any of its
subsidiaries;


 


(e)                                  Executive’s
abuse of alcohol or other drugs or controlled substances that interferes with
Executive’s performance of his obligations hereunder or which has had or can
reasonably be expected to have a material adverse affect on the business or
affairs of the Company;


 


(f)                                    Executive’s
failure to apprise the Company’s Chairman of the Board of Chief Executive
Officer of any material developments concerning the business and affairs of the
Company or any of its subsidiaries within a reasonable time after the
occurrence of such development; or Executive’s failure to truthfully and fully
answer to the best of his knowledge and ability any questions asked of
Executive concerning the business and affairs of the Company or any of its
subsidiaries or Executive’s services posted to Executive by the Company’s
Chairman of the Board, Chief Executive Officer or Board of Directors; or


 


(g)                                 Executive’s
violation of any material Company policy.


 


Acceptance:


 


 


	
   

  	
   

  	
  Date:

  
	
  Kelly Flock