Exhibit 10.1


 


SECOND AMENDED AND RESTATED


 


EMPLOYMENT AGREEMENT 

dated as of December 31, 2008 (“this Agreement”) by and between THQ,

a Delaware corporation (the “Company”), 

and BRIAN J. FARRELL (the “Executive”)


 


RECITALS


 


WHEREAS, the Company and the Executive are parties to
an Amended and Restated Employment Agreement dated as of July 20, 2006,
under which the term of Executive’s “Employment Period” thereunder will expire March 31,
2010; and


 


WHEREAS the Board of Directors of the Company (the “Board”)
deems it to be in the best interests of the Company and its shareholders to
assure the continued employment of Executive, and Executive desires to continue
such employment, under the terms of this Agreement;


 


NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants contained therein, the parties agree as follows:


 


1.             EMPLOYMENT; TERM.


 


The Company will continue to employ Executive and
Executive will continue to be employed by the Company as the Company’s
President and Chief Executive Officer (“CEO”) during the original and any
extended term of this Agreement (“the Employment Term”) which commences on July 20,
2006 and which shall, unless sooner terminated by the Company or Executive
pursuant to Section 7, continue through March 31, 2010; provided,
however, that, commencing on March 31, 2008 and thereafter, this Agreement
shall be automatically extended each year on March 31 by a period of one (1) additional
year if the Company has not given written notice to Executive, at least ninety
(90) calendar days prior to the relevant March 31, that it has elected not
to extend this Agreement.


 


In the event the Company elects not to extend this
Agreement by providing written notice of such election at least ninety (90)
calendar days prior to a given March 31, Executive may resign for “Good
Reason” pursuant to Section 7.4(a) hereof and shall thereupon be
entitled to the benefits specified in Section 7.5 hereof.  Notwithstanding the foregoing, this Agreement
shall automatically terminate on March 31 of the calendar year in which
Executive turns sixty-five (65) years of age.


 


2.             DUTIES, RESPONSIBILITIES.


 


(a)           During the Employment Term, Executive
agrees to devote his entire business time, attention and energies to the
business of the Company and its subsidiaries; provided however that Executive
may engage in other activities that do not conflict with or interfere with the
performance of his duties and responsibilities hereunder including without
limitation (i) investing his assets or funds, so long as the business of
any such entity in which he


 


 


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shall make his
investments shall not be in direct competition with that of the Company, except
that Executive may invest in an entity in competition with the Company if its
stock is listed for trading on a national stock exchange or traded in the
over-the-counter market and Executive’s holdings represent less than 5% of its
outstanding stock; or (ii) acting as a director, trustee, officer or upon
a committee of any other firm, trust or corporation if such positions do not
unreasonably interfere with the services to be rendered by Executive hereunder
and, as to future outside Board memberships, the Executive obtains the consent
of the Company’s Board of Directors or the Company’s Nominating/Corporate
Governance Committee; or (iii) being involved in educational, civic or
charitable activities which do not unreasonably interfere with the services to
be rendered by Executive hereunder. 
During the Employment Term, the Executive shall, if elected or
appointed, serve as a director of the Company.


 


(b)           As CEO, Executive shall report solely
and directly to the Board.  The Executive
shall at all times be the most senior executive of the Company.  He shall have such senior executive powers,
duties, authorities and responsibilities as are consistent with Executive’s
position and title and as have been historically performed by Executive,
including acting as chairman of any meeting of the Board (unless an independent
Chairman of the Board is elected and except for meetings of the Board’s
independent Directors), supervising financing, acquisitions and similar
transactions and strategic planning for the Company consistent with his title
and position, supervising the chief operating officer of the Company and
directly or indirectly all other employees of the Company, and managing all
activities of the Company, including without limitation, organizational
structure and non-officer compensation. 
Without limitation on the foregoing, Executive shall have (i) complete
senior management authority and responsibility with respect to the management
and operations of the Company and its business, including implementation of the
business strategy of the Company consistent with long-term strategy and
policies approved by the Board, (ii) authority on behalf of the Company to
employ and terminate employment of all Company personnel (other than the
authority to terminate the employment of the CFO or General Counsel or any
Internal Auditor without Board or relevant Committee approval), and (iii) authority
to execute contracts on behalf of the Company in the discharge of his duties
and responsibilities.


 


3.             COMPENSATION.


 


As compensation for Executive’s services to be
rendered hereunder during the Employment Term, the Company will pay to
Executive the following:


 


3.1           Base Salary.  An annual base salary (“Base Salary”)
(payable in substantially equal installments at the Company’s normal pay
periods) during the Employment Term of $626,045, which Base Salary was
established effective as of April 1, 2006. 
The Base Salary shall be subject to annual review commencing at the end
of the first fiscal year of the Company ending during the Employment Term and
at the end of each fiscal year thereafter, and may be increased (but not
decreased) for subsequent fiscal years.


 


 


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3.2           Bonus.


 


(a)           In addition to the Base Salary, the
Executive is also entitled to a bonus (the “Bonus”) for each fiscal year of the
Company commencing during the Employment Term, in accordance with the Company’s
recently adopted Pay-for-Performance Annual Incentive Plan and its successors
for all future years.


 


(b)           The Board in its sole discretion may
also award to Executive a performance bonus at any time in such amount and in
such form as the Board may determine (the “Performance Bonus”) after taking
into consideration other compensation paid or payable to Executive under this
Agreement, as well as the financial and non-financial progress of the business
of the Company and the contributions of the Executive toward that progress.


 


(c)           Any Bonus and Performance Bonus shall
be payable as soon as practicable after the end of the fiscal year for which it
is payable but in all events shall be made within two and one-half months (21⁄2
months) after the later of the end of the calendar year or the Company’s fiscal
year in which Executive’s right to such payment vests as provided in Section 8.


 


(d)           The Executive shall also be eligible
for awards of stock options and any other stock or equity based awards that may
be available to executives of the Company.


 


4.             LOCATION; EXPENSES; ADDITIONAL BENEFITS;
INDEMNIFICATION.


 


4.1           Location.  Executive’s principal place of business shall
be at the Company’s headquarters in the Los Angeles Metropolitan area, and
Executive shall not be required to relocate outside of the Los Angeles
Metropolitan area.


 


4.2           Expenses.  The Company shall pay directly, or reimburse
the Executive for, all reasonable and necessary expenses and disbursements
incurred by him for and on behalf of the Company in the performance of his
duties under this Agreement.  For such
purpose, the Executive shall submit to the Company itemized reports of such
expenses in accordance with the Company’s policies.


 


4.3           Vacation.  The Executive shall be entitled to paid
vacations during the Employment Term in accordance with the Company’s then
prevalent practices for senior executive employees; provided, however, that
Executive shall be entitled to such paid vacations for not less than four (4) weeks
per annum.


 


4.4           Employee Benefit Plans.  The Executive shall be entitled to
participate in, and to receive benefits under, any employee benefit plans of
the Company (including, without limitation, pension, profit sharing, group life
insurance and group medical insurance plans) as may exist from time to time for
its executive employees.  Subject to the
limitation contained in Section 4.7 below, the Company shall make the
maximum pension and profit sharing contribution for the Executive legally
permitted to be made by an employer and shall permit the Executive to
contribute the maximum pension and profit sharing contribution legally
permitted to be made by an employee each year during the Employment Period.


 


 


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4.5           Life and Disability Insurance.  The Company shall provide to Executive, and
pay the premiums on, insurance on Executive’s life in the amount of $3 million
as well as, on an after-tax basis, long-term disability insurance for the
Executive covering at least 80% of his Base Salary during the Employment Term
and for a period of twenty-four (24) months thereafter, each of which shall
have the coverage reasonably requested by Executive; provided, however, that
the foregoing coverage shall be subject to any insurance examinations of
Executive required by the insurer. 
Executive shall designate the beneficiaries under the disability and
life insurance policies.


 


4.6           Perquisites.  Executive shall be entitled to receive all
perquisites made available by the Company (and approved by the Company’s Board
or Compensation Committee) from time to time during the Employment Term to
other senior executives of the Company in the United States.  Without limiting the generality of the
foregoing, Executive shall be entitled to a secretary, a car allowance and
insurance in accordance with the Company’s policy, or, if more beneficial to
Executive, as provided by the Company to any of its senior executives.  Payment of such perquisites shall comply with
Section 8 hereof.


 


4.7           Indemnification.  As a director and officer of the Company, the
Executive shall be entitled to the benefits of all provisions of the
Certificate of Incorporation of the Company, as amended, and the Bylaws of the
Company, as amended, that provide for indemnification of officers and directors
of the Company as well as any Indemnification Agreement that the Company and
Executive have entered or may enter into. 
No such provisions shall be amended in any way to limit or reduce the
extent of the indemnification available to Executive as an officer or director
of the Company, except if and then to the extent required to comply with
applicable laws or regulations.


 


In addition, and without
limitation on the foregoing:


 


(a)           to the fullest extent permitted by
law, the Company shall indemnify and save and hold harmless the Executive from
and against any and all claims, demands, liabilities, costs and expenses,
including judgments, fines or amounts paid on account thereof (whether in
settlement or otherwise), and reasonable expenses, including attorneys’ fees
actually and reasonably incurred (except only if and to the extent that such
amounts shall be finally adjudged to have been caused by Executive’s willful
breach of the express provisions of this Agreement) to the extent that the
Executive is made a party to or witness in any action, suit or proceeding, or
if a claim or liability is asserted against Executive (whether or not in the
right of the Company), by reason of the fact that he was or is a director or
officer, or acted in such capacity on behalf of the Company, or by reason of or
arising out of or resulting from entering into this Agreement or the rendering
of services by the Executive pursuant to this Agreement, whether or not the
same shall proceed to judgment or be settled or otherwise brought to a
conclusion.  The Company shall advance to
Executive on demand all reasonable expenses incurred by Executive in connection
with the defense or settlement of any such claim, action, suit or proceeding,
and Executive hereby undertakes to repay such amounts if and to the extent that
it shall be finally adjudged that the Executive is not entitled to be
indemnified by the Company under this Agreement or under the provisions of the
Certificate of Incorporation or Bylaws of the Company as of the date hereof
that govern indemnification of officers or directors of the Company (but giving
effect to future amendments that broaden or expand any such


 


 


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indemnification and
obligations or right more favorably to Executive).  Executive shall also be entitled to recover
any costs of enforcing his rights under this Section (including, without
limitation, reasonable attorneys’ fees and disbursements) in the event any
amount payable hereunder is not paid within thirty (30) days of written request
therefore by Executive.  The rights of
Executive under this Section shall survive the termination of this
Agreement and shall be applicable for so long as Executive may be subject to
any claim, demand, liability, cost or expense against which this paragraph 4.7
is intended to protect and indemnify him; and


 


(b)           the Company shall, at no cost to the
Executive, use its best efforts to at all times include the Executive during
the Employment Term and for a period of not less than seven (7) years
thereafter, as an insured under any directors and officers liability insurance
policy maintained by the Company, which policy shall provide such coverage in
such amounts as the Board of Directors shall deem appropriate for coverage of
all directors and officers of the Company.


 


4.8           Company’s share of the pension and
profit sharing contribution referenced in Section 4.4 and insurance
premiums referenced in Section 4.5 shall not exceed in any calendar year
an aggregate of $50,000.


 


5.             CERTAIN ADDITIONAL PAYMENTS


 


(a)           Anything in this Agreement to the
contrary notwithstanding, in the event it shall be determined that any payment,
benefit or distribution made or provided by the Company or its affiliated
companies to or for the benefit of the Executive (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional payments required
under this Section 5) (a “Payment”) would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the “Code”), or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any such interest
and penalties, are hereinafter collectively referred to as the “Excise Tax”),
then the Executive shall be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.


 


(b)           Subject to the provisions of
paragraph 5(c), all determinations required to be made under this paragraph
5(b), including whether and when a Gross-Up Payment is required and the amount
of such Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by the Company’s public accounting firm (the “Accounting
Firm”) which shall provide detailed supporting calculations both to the Company
and the Executive within 15 business days of the receipt of notice from the
Executive that there has been a Payment, or such earlier time as is requested
by the Company.  In the event that the
Accounting Firm is serving as accountant or auditor for the individual, entity
or group effecting any Change in Control which may give rise to the Excise Tax,
the Executive shall appoint another nationally recognized public accounting
firm to make the determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder).  All fees and


 


 


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expenses of the
Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment, as determined pursuant
to this paragraph 5(b), shall be paid by the Company to the Executive within
five days of the receipt of the Accounting Firm’s determination.  If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall furnish the Executive with a
written opinion that failure to report the Excise Tax on the Executive’s
applicable federal income tax return would not result in the imposition of a
negligence or similar penalty.  Any
determination by the Accounting Firm shall be binding upon the Company and the
Executive.  As a result of the
uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made (“Underpayment”), consistent with the calculations required to be made
hereunder.  In the event that the Company
exhausts its remedies pursuant to paragraph 5(c) and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.


 


(c)           The Executive shall as soon as
practicable notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of the
Gross-Up Payment.  Such notification
shall apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid.  The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which the Executive gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect
to such claim is due).  If the Company
notifies the Executive in writing prior to the expiration of such period that
it desires to contest such claim, the Executive shall:


 


(1)           give the Company any information
reasonably requested by the Company relating to such claim,


 


(2)           take such action in connection with
contesting such claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the Company,


 


(3)           cooperate with the Company in good
faith in order effectively to contest such claim, and


 


(4)           permit the Company to participate in
any proceedings relating to such claim; provided, however, that the Company
shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest and shall
indemnify and hold the Executive harmless, on an after-tax basis, for any
Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses.  Without limitation on the
foregoing provisions of this paragraph 5(c) the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or


 


 


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contest the claim in any
permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided further, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income
tax (including interest or penalties with respect thereto) imposed with respect
to such advance or with respect to any imputed income with respect to such
advance; and provided further, that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Executive with respect
to which such contested amount is claimed to be due is limited solely to such
contested amount.  Furthermore, the
Company’s control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.


 


(d)           If, after the receipt by the
Executive of an amount advanced by the Company pursuant to paragraph 5(c), the
Executive becomes entitled to receive, and receives, any refund with respect to
such claim, the Executive shall (subject to the Company’s complying with the
requirements of paragraph 5(c)) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the
receipt by the Executive of an amount advanced by the Company pursuant to
paragraph 5(c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of 30 days after such determination, then such advance
shall be deemed paid to Executive and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.


 


(e)           Notwithstanding the foregoing, all
Gross-Up Payments and adjustments shall be paid no later than the end of the
calendar year following the year in which the Executive remits the related
taxes as necessary to comply with Code Section 409A.


 


6.             EXCLUSIVE EMPLOYMENT, CONFIDENTIAL INFORMATION, ETC.


 


6.1           Non-Solicitation.  Executive’s employment hereunder is on an
exclusive basis, and during the period of Executive’s employment hereunder and
thereafter, in the event of Executive’s voluntary resignation without “Good
Reason,” for a period of 12 months following the date of such resignation (the “Non-Solicitation
Period”), Executive will not (x) directly or indirectly, engage, employ or
solicit the employment of any person who is then or has been within six (6) months
prior thereto, an employee of the Company or any of the Company’s affiliates or
predecessors, or (y) request, advise or suggest to any customer or
supplier to the Company that such person curtail, cancel or withdraw its
business from the Company.


 


6.2           Confidential Information.  Executive shall not during the Employment
Term or at any time thereafter use for Executive’s own purposes, or disclose to
or for the benefit of any third party, any trade secret or other confidential
information of the Company or any of its affiliates or predecessors (except as
may be required by law or in the performance of Executive’s duties hereunder),
and Executive will comply with any confidentiality obligations of the


 


 


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Company to third
parties.  Notwithstanding the foregoing,
confidential information shall be deemed not to include information which (i) is
or becomes generally available to the public other than as a result of a
disclosure by Executive or any other person who directly or indirectly receives
such information from Executive or at Executive’s direction or (ii) is or
becomes available to Executive on a non-confidential basis from a source which
is entitled to disclose it to Executive.


 


6.3           Company Ownership.  The results and proceeds of Executive’s
services hereunder, including, without limitation, any works of authorship
resulting from Executive’s services during Executive’s employment with the
Company or any of its affiliates or predecessors and any works in progress,
shall be works-made-for-hire and the Company shall be deemed the sole owner
throughout the universe of any and all rights of whatsoever nature therein,
whether or not now or hereafter known, existing, contemplated, recognized or
developed, with the right to use the same in perpetuity in any manner the
Company determines in its sole discretion without any further payment to
Executive whatsoever.  If for any reason
any of such results and proceeds shall not legally be a work-for-hire or there
are any rights which do not accrue to the Company under the preceding sentence,
then Executive hereby irrevocably assigns and agrees to assigns any and all of
Executive’s right, title and interest thereto, including, without limitation,
any and all copyrights, patents, trade secrets, trademarks and/or other rights
of whatsoever nature therein, whether or not now or hereafter known, existing,
contemplated, recognized or developed to the Company, and the Company shall
have the right to use the same in perpetuity throughout the universe in any
manner the Company determines without any further payment to Executive
whatsoever.  Executive shall, from time
to time as may be requested by the Company, do any and all things which the
Company may deem useful or desirable to establish or document the Company’s
exclusive ownership of any and all rights in any such results and proceeds,
including, without limitation, the execution of appropriate copyright and/or
patent applications or assignments.  To
the extent Executive has any rights in the results and proceeds of Executive’s
services that cannot be assigned in the manner described above, Executive
unconditionally and irrevocably waive the enforcement of such rights.  This paragraph 6.3 is subject to, and shall
not be deemed to limit, restrict, or constitute any waiver by the Company of
any rights of ownership to which the Company may be entitled by operation of
law by virtue of the Company or any of its affiliates or predecessors being
Executive’s employer.


 


6.4           Return of Property.  All documents, data, recordings, or other
property, whether tangible or intangible, including all information stored in
electronic form, obtained or prepared by or for Executive and utilized by
Executive in the course of Executive’s employment with the Company or any of
its affiliates or predecessors shall remain the exclusive property of the
Company; provided however that Executive may remove all such property which was
prepared by or for Executive’s personal use.


 


6.5           Injunctive Relief.  The Company has entered into this Agreement
in order to obtain the benefit of Executive’s unique skills, talent, and
experience.  Executive acknowledges and
agrees that any violation of paragraphs 6.1 through 6.4 hereof will result in
irreparable damage to the Company, and accordingly, the Company may obtain
injunctive and other equitable relief for any breach or threatened breach of
such paragraphs, in addition to any other remedies available to the Company.


 


 


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6.6           Survival; Modification of Terms.  Executive’s obligations under paragraphs 6.1
through 6.4 hereof shall remain in full force and effect for the entire period
provided therein notwithstanding the termination of the Employment Term
pursuant to Section 7 hereof or otherwise. 
Executive and the Company agree that the restrictions and remedies
contained in paragraphs 6.1 through 6.4 are reasonable and that it is Executive’s
intention and the intention of the Company that such restrictions and remedies
shall be enforceable to the fullest extent permissible by law.  If it shall be found by a court of competent
jurisdiction that any such restriction or remedy is unenforceable but would be
enforceable if some part thereof were deleted or the period or area of
application reduced, then such restriction or remedy shall apply with such
modification as shall be necessary to make it enforceable.


 


7.             TERMINATION


 


7.1           Disability or Death.  In the event Executive, as a result of his
medical condition, is not expected to be substantially able to perform
Executive’s duties for a six (6) consecutive month period, the Board at
any time after such disability has in fact continued for 60 consecutive days,
may determine (“the Disability Determination”) that the Company requires such
duties and responsibilities be performed by another executive.  The Executive’s employment hereunder shall
automatically terminate upon his death.


 


7.2           Voluntary Resignation.  The Executive’s employment hereunder shall
automatically be terminated upon the Executive’s voluntary resignation from the
Company.  Executive’s resignation shall
be in writing and specify an effective date no less than thirty (30) days after
the date of notice.


 


7.3           Termination for Cause.  The Company may, at its option, terminate
Executive’s employment under this Agreement for “Cause” in the manner herein
set forth, and the Company shall thereafter have no further obligations under
this Agreement, including, without limitation, any obligation to pay Salary or
Bonus or provide benefits under this Agreement for any period subsequent to
termination.  For purposes of this
Agreement, “Cause” shall mean embezzlement, fraud or other conduct related to
the Company which would constitute a felony, conviction of a felony, or if
Executive materially breaches this Agreement (including, without limitation,
Executive’s continued failure (to the extent which would constitute “gross
negligence”) or refusal substantially to perform Executive’s lawful obligations
under Sections 2 or 6 hereof, except in the event of Executive’s disability as
set forth in paragraph 7.1).


 


Notwithstanding the foregoing, termination by the
Company for Cause shall not be effective until and unless (i) in the event
of any act or circumstance alleged to be a basis for termination for “Cause”,
the Executive is given written notice by the Board of such alleged act or
circumstance, and such alleged act or circumstance shall not have been cured by
the Executive within 20 days of receipt of such notice, to the satisfaction of
the Board in the exercise of its reasonable judgment (or, if within such 20-day
period the Executive commences and proceeds to take all reasonable actions to
effect such cure, within such reasonable additional time period (no longer than
60 days) as may be necessary), and (ii) notice of intention to terminate
for Cause has been given by the Company within sixty (60) days after the Board
learns of the act, failure or event constituting “Cause,” and (iii) the
Board has voted (at an in-person meeting of the Board duly called and held as
to which termination of Executive is an agenda item) by a vote of at least


 


 


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80% of the members of the
Board to terminate Executive for Cause after Executive has been given notice of
the particular acts or circumstances which are the basis for the alleged
termination for Cause and has been afforded at least 20 days notice of the
meeting and an opportunity to present his position in writing and to be present
with his counsel at such meeting and to present his case thereat, and (iv) the
Board has given notice of termination to Executive within three days after such
meeting, and (v) if Executive has commenced an expedited arbitration in
the manner prescribed below within 15 days after such notice of termination,
disputing the Company’s right under this Agreement to terminate for Cause, the
Arbitrator shall have determined that the Executive is terminable for
Cause.  Upon the giving of such notice of
termination, (x) Executive shall be deemed suspended with pay until he
shall be deemed to have been terminated for Cause hereunder or until the
Arbitrator shall have determined that Executive is not terminable for Cause and
(y) while suspended, Executive shall cease to act as an executive of the
Company and shall depart the premises of the Company.  If Executive or his representative fails to
file a demand for arbitration with the American Arbitration Association (“AAA”)
and pay the requisite fees pursuant to the national Rules of the AAA
within 15 days of receipt of notice of termination from the Board, and
diligently pursue such proceeding in accordance with the procedures set forth
in Section 14 hereof; such termination shall be conclusively presumed to
have been for Cause.


 


7.4           “Good Reason” Termination.


 


(a)           Executive may resign and terminate
Executive’s employment hereunder for “Good Reason” at any time during the
Employment Term by written notice to the Company not more than sixty (60) days
after the occurrence of the event constituting “Good Reason”.  Such notice shall state an effective date no
earlier than 30 days after the date it is given and no later than twelve (12)
months after the occurrence of the event constituting Good Reason.  The Company shall have 30 days from the
giving of such notice within which to cure. 
Good Reason shall mean any of the following, without Executive’s prior
written consent (other than in connection with the termination of Executive’s
employment for “Cause” (as defined above) or in connection with Executive’s
Disability):


 


(1)           the assignment to Executive by the
Company of duties inconsistent with Executive’s positions, duties,
responsibilities, titles or offices, or the withdrawal of a material part of
Executive’s responsibilities or a change in Executive’s reporting relationship,
as set forth in Section 2;


 


(2)           a reduction by the Company in
Executive’s Base Salary or Bonus set forth in Section 3 hereof (or other
benefits set forth in Section 4 hereof) as in effect at the date hereof as
the same may be increased from time to time during the Employment Term;


 


(3)           the Company’s requiring Executive to
be based anywhere other than the Los Angeles metropolitan area, except for
required travel on the Company’s business to an extent substantially consistent
with business travel obligations of other senior executives of the Company;


 


 


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(4)           the failure or delay of the Company
to provide to the Executive any of the payments or benefits contemplated in
Sections 3 and 4 hereof or any other material breach by the Company of its
obligations hereunder;


 


(5)           as provided in Section 1 hereof;
or


 


(6)           the failure of the Board or its
nominating committee at any time to nominate Executive for election or
re-election by the shareholders of the Company to the Company’s Board.


 


(b)           Termination Without Cause.  The Company may terminate Executive’s employment
under this Agreement without “Cause” (as defined above in paragraph 7.3) at any
time during the Employment Term by written notice to Executive; provided,
however, that the Company may terminate Executive’s employment pursuant to this
paragraph only with the affirmative vote of eighty percent of the members of
the Board.


 


7.5           Termination Payments, Etc.


 


(a)           In the event that Executive’s
employment terminates pursuant to paragraph 7.4(a) or 7.4(b) hereof,
Executive shall be entitled to receive from the Company (at the Company’s
expense), subject to applicable withholding taxes and subject to paragraph 8
hereof:


 


(1)           a lump sum payment, payable within 30
days of termination, equal to three (3) times the sum of (x) Executive’s
annual Base Salary as provided in paragraph 3.1 on the date of termination plus  (y) bonus
compensation at the annual rate of the highest Bonus and Performance Bonus
amounts received by Executive during any prior fiscal year (but no less than
$460,000);


 


(2)           continuation of medical and dental
insurance coverage for Executive and his family for the greater of three years
or the balance of the Employment Term or, if earlier, the date on which
Executive becomes eligible for substantially equivalent medical and dental
coverage from a third party employer provided without cost to Executive;


 


(3)           continuation of life and disability
insurance coverage as set forth in paragraph 4.5 until the end of the later of (x) three
years after the date of Executive’s employment termination, or (y) the end
of the Employment Term (the amount of such insurance to be reduced by the
amount of any insurance provided by a new employer without cost to Executive);


 


(4)           continuation of Executive’s
perquisites as provided in paragraph 4.6 until the end of the later of (x) three
years after the date of Executive’s employment termination, or (y) the end
of the Employment Term, payable in accordance with the Company’s then effective
payroll practices;


 


(5)           all stock options, stock appreciation
rights and restricted stock to the extent not yet fully vested or having all
restrictions lapse shall become fully vested and non-restricted on the date of
termination of Executive’s employment; and all such stock options and 


 


 


11





















 


stock appreciation rights
shall be exercisable for their full stated term as specified at the time of
grant and without further extension thereof;


 


(6)           immediate vesting of Executive’s
rights in all other employee benefit and compensation plans;


 


(7)           fees and disbursements of Executive’s
counsel incurred as a result of the termination of Executive’s employment
during the one-year period following such termination; and


 


(8)           provision of an appropriate office
and secretarial assistance for at least six (6) months after the
termination of Executive’s employment.


 


(b)           The Executive shall be under no
obligation to mitigate the amount of any payment or benefit provided for above
under paragraph 7.5(a) by seeking other employment or otherwise, nor shall
such payments be offset or reduced by any compensation which the Executive may
receive from future employment or otherwise.


 


(c)           The payments and benefits provided
for above in paragraph 7.5(a) are in lieu of, and Executive shall not be a
participant in, any severance or income continuation or income protection under
any Company plan that may now or hereafter exist and shall be deemed to satisfy
and be in full and final settlement of all obligations of the Company for
severance or income continuation or income protection to Executive under this
Agreement.


 


(d)           Except as otherwise provided in
paragraph 7.5(a) (2) through 7.5(a) (6) coverage under all
the Company benefit plans and programs will terminate upon the termination of
Executive’s employment except to the extent otherwise expressly provided in
such plans or programs.


 


7.6           Death or Disability.  If Executive dies prior to the end of the
Employment Term or if the Board makes a Disability Determination, Executive or
his beneficiary or estate shall be entitled to receive (in addition to amounts
and benefits under any life insurance policy or disability program or policy)
Executive’s Salary up to the date on which the death or Disability
Determination occurs and a pro-rated Bonus for the fiscal year in which the
death or Disability Determination occurs payable at the same time such salary
or Bonus would otherwise have been paid had the Executive continued
employment.  In addition, the vesting or
lapsing of restrictions of all stock options, stock appreciation rights and restricted
stock granted to Executive that are not exercisable or remain restricted as of
the date on which the death or Disability Determination occurs shall be
accelerated, and Executive or his beneficiary or estate shall be entitled to
exercise such stock options and stock appreciation rights, together with all
stock options and stock appreciation rights that are exercisable as of the date
of death or Disability Determination, through the stated expiration date of
such stock options and stock appreciation rights.


 


In addition, in the event of such a termination the
Company shall within 20 days of such termination pay to the Executive or his
personal representative, as the case may be, severance pay in a lump sum equal
to his then annual Base Salary for one year as set forth in paragraph 3.1
hereof, subject to compliance with Section 8.


 


 


12





















 


7.7           Change of Control.  Notwithstanding any other provision herein,
in order to protect the Executive against the possible consequences and
uncertainties of a Change of Control (as hereinafter defined) of the Company
and thereby induce the Executive to remain in the employ of the Company, the
Company agrees that in the event of a Change of Control this Agreement shall continue
to be operative according to its terms except that:


 


(a)           If the Executive’s employment is
terminated by the Company other than for “Cause” (as defined in paragraph 7.3
hereof) within one year subsequent to a Change of Control or if the Executive
voluntarily terminates such employment within one year subsequent to a Change
of Control for any reason (whether or not Good Reason) (the “Evaluation Period”),
then in either such event, the Executive shall be entitled to the payments and
benefits of paragraph 7.5 as if the termination had occurred under paragraphs
7.4(a) or 7.4(b).


 


(b)           [Intentionally omitted.]


 


(c)           The Company shall pay or reimburse
the Executive for all fees and disbursements of counsel, if any, incurred by
the Executive as a result of the termination of his employment by the Company
or his voluntary termination of such employment during the Evaluation Period
following a Change of Control (including, without limitation, those which may
be incurred by the Executive in seeking to obtain or enforce any right or
benefit provided by this Agreement), subject to compliance with paragraph 8
hereof.


 


(d)           The Executive shall be under no
obligation to mitigate the amount of any payment provided for under this
paragraph 7.7 by seeking other employment or otherwise nor shall such amount be
offset by any compensation which the Executive may receive from future
employment or otherwise.


 


(e)           For purposes of this Agreement, a “Change
in Control” with respect to the Company shall be deemed to have taken place if,
at any time during the Employment Term, any of the following events occur:


 


(1)           Any person, entity or group, as those
terms are used in Section 13(d) and Section 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act’), becomes, is
discovered to be, or files a report on Schedule 13D or 14D-1 (or any successor
schedule, form or report) disclosing that such person, entity or group is, a
beneficial owner (as defined in Rule 13d 1 under the Exchange Act or any
successor rule or regulation), directly or indirectly, of securities of
the Company representing 25% or more of the combined voting power of the
Company’s then outstanding securities entitled to vote generally in the
election of directors;


 


(2)           Individuals who, as of April 1,
2006, constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority of the Board of Directors of the Company, unless
any such change is approved by a vote of at least 80% of the members of the
Board of Directors of the Company (including Executive) in office immediately
prior to such cessation;


 


(3)           The Company is merged, consolidated
or reorganized into or with another corporation or other legal person, or
securities of the Company are exchanged for 


 


 


13





















 


securities of another
corporation or other legal person, and immediately after such merger,
consolidation, reorganization or exchange less than a majority of the combined
voting power of the then outstanding securities of such corporation or person
immediately after such transaction are held, directly or indirectly, in the
aggregate by the holders of securities entitled to vote generally in the
election of directors of the Company immediately prior to such transaction;


 


(4)           The Company in any transaction or
series of related transactions, sells all or substantially all of its assets to
any other corporation or other legal person and less than a majority of the
combined voting power of the then-outstanding securities of such corporation or
person immediately after such sale or sales are held, directly or indirectly,
in the aggregate by the holders of securities entitled to vote generally in the
election of directors of the Company immediately prior to such sale;


 


(5)           The Company and its affiliates shall
sell or dispose of (in a single transaction or series of related transactions)
business operations that generated two-thirds of the consolidated revenues
(determined on the basis of the Company’s four most recently completed fiscal
quarters for which reports have been filed under the Exchange Act) of the
Company and its subsidiaries immediately prior thereto;


 


(6)           The Company files a report or proxy
statement with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 disclosing in response to Form 8-K or
Schedule 14A (or any successor schedule, fowl or report or item therein) that a
change in control of the Company has or may have occurred or will or may occur
in the future pursuant to any then existing contract or transaction;


 


(7)           Any Person or Group acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such Person or Group) assets from the Company that have a total
gross fair market value equal to or more than 40% of the total gross fair
market value of all of the assets of the Company immediately prior to such
acquisition or acquisitions. For this purpose, gross fair market value means
the value of the assets of the Company, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such
assets. However, no Change in Control shall be deemed to occur under this Section 7.7(e) (7) as
a result of a transfer to:


 


(A)          A shareholder of the Company (immediately
before the asset transfer) in exchange for or with respect to its stock;


 


(B)           An entity, 50% or more of the total
value or voting power of which is owned, directly or indirectly, by the
Company;


 


(C)           A Person or Group that owns, directly
or indirectly, 50% or more of the total value or voting power of all the
outstanding stock of the Company; or


 


(D)          An entity, at least 50% of the total
value or voting power of which is owned, directly or indirectly, by a person
described in clause (C) above.


 


For these purposes, the
term “Person” shall mean an individual, Company, association, joint stock
company, business trust or other similar organization, partnership, limited
liability 


 


 


14





















 


company, joint venture,
trust, unincorporated organization or government or agency, instrumentality or
political subdivision thereof. The term “Group” shall have the meaning set
forth in Rule 13d-5 of the Securities Exchange Commission, modified to the
extent necessary to comply with Proposed Treasury Regulation Section 1.409A-3(g)(5)(v)(B),
or any successor thereto in effect at the time a determination of whether a
Change of Control has occurred is being made.


 


(8)           Any other transaction or series of
related transactions occur that have substantially the effect of the
transaction specified in any of the preceding clauses in this paragraph 7.7(e).


 


(f)            Notwithstanding the provisions of Section 7.7(e)(1) through
7.7(e)(8) hereof, unless otherwise determined in a specific case by majority
vote of the Board of Directors of the Company, a Change in Control shall not be
deemed to have occurred for purposes of this Agreement solely because (i) the
Company, (ii) an entity in which the Company directly or indirectly
beneficially owns 50% or more of the voting securities or (iii) any
Company- sponsored employee stock ownership plan, or any other employee benefit
plan of the Company, either files or becomes obligated to file a report or a
proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K
or Schedule 14A (or any successor schedule, form or report or item thereon)
under the Exchange Act, disclosing beneficial ownership by it of shares of
stock of the Company, or because of the Company reports that a Change in
Control of the Company has or may have occurred or will or may occur in the
future by reason of such beneficial ownership.


 


8.             IRC 409A AND RABBI TRUST.


 


(a)           All payments of “nonqualified
deferred compensation” (within the meaning of Code Section 409A) are
intended to comply with the requirements of Code Section 409A, and shall
be interpreted in accordance therewith. 
Neither party individually or in combination may accelerate any such
deferred payment, except in compliance with Code Section 409A, and no
amount shall be paid prior to the earliest date on which it is permitted to be
paid under Code Section 409A.  In
the event that the Executive is determined to be a “specified employee” (as
defined and determined under Code Section 409A) of Company at a time when
its stock is deemed to be publicly traded on an established securities market,
payments determined to be “nonqualified deferred compensation” payable
following termination of employment shall be paid only after the earlier of (i) the
last day of the sixth (6th) complete calendar month following such termination
of employment, or (ii) the Executive’s death, consistent with the
provisions of Code Section 409A. 
Any payment delayed by reason of the prior sentence shall be paid out in
a single lump sum on the earliest date permitted under Code Section 409A
in order to catch up to the original payment schedule.  Notwithstanding anything herein to the
contrary, no amendment may be made to this Agreement if it would cause the
Agreement or any payment hereunder not to be in compliance with Code Section 409A.


 


(b)           Unless otherwise expressly provided,
any payment of compensation by Company to the Executive, whether pursuant to
this Agreement or otherwise, shall be made within two and one-half months (21⁄2
months) after the end of the later of the calendar year or the Company’s fiscal
year in which the Executive’s right to such payment vests (i.e., is not subject
to 


 


 


15





















 


a substantial risk of
forfeiture for purposes of Code Section 409A).  Such amounts shall not be subject to the
requirements of paragraph 8(a) above applicable to “nonqualified deferred
compensation.”


 


(c)           Paragraph 8(a) above shall not
apply to that portion of any amounts payable solely upon an “involuntary separation
from service” (as defined under Section 409A) to the extent that such
amount does not exceed the lesser of (1) two hundred percent (200%) of the
Executive’s annualized compensation from the Company for the calendar year
immediately preceding the calendar year during which the date of termination
occurs, or (2) two hundred percent (200%) of the annual limitation amount
under Section 401(a)(17) of the Code (the maximum amount of compensation
that may be taken into account for purposes of a tax-qualified retirement plan)
for the calendar year during which the date of termination occurs.


 


(d)           All benefit plans, programs and
policies sponsored by the Company are intended to comply with all requirements
of Code Section 409A or to be structured so as to be exempt from the
application of Code Section 409A. 
All expense reimbursement or in-kind benefits provided under this
Agreement or, unless otherwise specified, under any Company program or policy
shall be subject to the following rules: (i) the amount of expenses
eligible for reimbursement or in-kind benefits provided during one calendar
year may not affect the benefits provided during any other year; (ii) reimbursements
shall be paid no later than the end of the calendar year following the year in
which the Executive incurs such expenses, and the Executive shall take all
actions necessary to claim all such reimbursements on a timely basis to permit
the Company to make all such reimbursement payments prior to the end of said
period, and (iii) the right to reimbursement or in-kind benefits shall not
be subject to liquidation or exchange for another benefit..


 


(e)           Immediately prior to a Change in
Control, involuntary termination without Cause, or voluntary termination for
Good Reason, the Company shall establish a “grantor trust” within the meaning
of sections 671, et.  seq. of the Code
with terms reasonably acceptable to the Executive, for the purpose of
protecting the payment, in the event of a Change in Control of the Company,
involuntary termination without Cause, or voluntary termination for Good
Reason, of any unfunded obligations of the Company to the Executive.  The grantor trust shall be funded only to the
extent consistent with Section 409A(b)(2) of the Code.


 


(f)            A termination of employment shall
not be deemed to have occurred for purposes of any provision of this Agreement
providing for the payment of any amounts or benefits upon or following a
termination of employment unless such termination is also a “separation of
service” within the meaning of Section 409A and, for purposes of any such
provision of this Agreement, references to a “termination,” “termination of
employment” or like terms shall mean “separation from service.”  In addition, for purposes of Section 409A,
each payment that the Executive may be eligible to receive under this Agreement
shall be treated as a separate and distinct payment and shall not collectively
be treated as a single payment.


 


16





















 


9.             SUCCESSORS; BINDING AGREEMENT.


 


Neither of the parties hereto shall have the right to
assign this agreement or any rights or obligations hereunder without the prior
written consent of the other party. 
Subject to the foregoing, this Agreement shall inure to the benefit of
and be binding upon the parties and their successors and assigns.


 


10.           COUNTERPARTS.


 


This Agreement may be executed in several
counterparts, each of which shall be an original but together shall constitute
one in the same instrument.


 


11.           NOTICES.


 


Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been duly given
when (i) delivered personally; (ii) sent by facsimile or other
similar electronic device and confirm; (iii) delivered by courier or
overnight express; or (iv) three business days after being sent by
registered or certified mail, postage prepaid, addressed as follows:


 


	
  If
  to the Company:

  	
  THQ Inc.

  
	
   

  	
  29903 Agoura Road

  
	
   

  	
  Agoura Hills, California 91301

  
	
   

  	
  Attention: Secretary

  
	
   

  	
   

  
	
  If
  to Executive:

  	
  Brian J. Farrell

  
	
   

  	
  [latest address on file with the Company]

  



 


or to such other address
as a party may furnish to the other party in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.


 


12.           GOVERNING LAW.


 


This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of California without reference
to conflicts of laws, principles or rules.


 


13.           WAIVER.


 


No waiver by either party hereto of any provision of
this Agreement shall be deemed a waiver of any preceding or succeeding breach
of such provision or as a waiver of any other provision hereof.


 


 


17

















 


14.           ARBITRATION.


 


In the event of any controversy, dispute or claim
arising out of or related to this Agreement or the Executive’s employment by
the Company, the parties shall negotiate in good faith in an attempt to reach a
mutually acceptable settlement of such dispute. 
If negotiations in good faith do not result in a settlement of any such
controversy, dispute or claim, it shall be finally settled by expedited
arbitration in accordance with the National Rules of the American
Arbitration Association governing employment disputes, subject to the
following:


 


(a)           The Arbitrator shall be determined
from a list of names of five impartial arbitrators each of whom shall be an
attorney experienced in arbitration matters concerning executive employment
disputes, supplied by the American Arbitration Association (the “Association”)
and chosen by Executive and the Company each in turn striking a name from the
list until one name remains.


 


(b)           The Arbitrator shall determine
whether and to what extent any party shall be entitled to damages under this
Agreement.


 


(c)           The Arbitrator shall not have the power
to add to nor modify any of the terms or conditions of this Agreement.  The Arbitrator’s decision shall not go beyond
what is necessary for the interpretation and application of the provision of
this Agreement in respect of the issue before the Arbitrator.  The Arbitrator shall not substitute his or
her judgment for that of the parties in the exercise of rights granted or
retained by this Agreement.  The
Arbitrator’s award or other permitted remedy, if any, and the decision shall be
based upon the issue as drafted and submitted by the respective parties and the
relevant and competent evidence adduced at the hearing.


 


(d)           The Arbitrator shall have the
authority to award any remedy or relief provided for in this Agreement, in
addition to any other remedy or relief (including provisional remedies and
relief) that a court of competent jurisdiction could order or grant.  In addition, the Arbitrator shall have the
authority to decide issues relating to the interpretation, meaning or
performance of this Agreement even if such decision would constitute an
advisory opinion in a court proceeding or if the issues would otherwise not be
ripe for resolution in a court proceeding, and any such decision shall bind the
parties in their continuing performance of this Agreement.  The Arbitrator’s written decision shall be
rendered within sixty days of the hearing. 
The decision reached by the Arbitrator shall be final and binding upon
the parties as to the matter in dispute. 
To the extent that the relief or remedy granted by the Arbitrator is
relief or remedy on which a court could enter judgment, a judgment upon the
award rendered by the Arbitrator shall be entered in any court having
jurisdiction thereof (unless in the case of an award of damages, the full
amount of the award is paid within 10 days of its determination by the
Arbitrator).  Otherwise, the award shall
be binding on the parties in connection with their continuing performance of
this Agreement and in any subsequent arbitral or judicial proceedings between
the parties.


 


 


18





















 


(e)           The arbitration shall take place in
Los Angeles, California.


 


(f)            The arbitration proceeding and all
filing, testimony, documents and information relating to or presented during
the arbitration proceeding shall be disclosed exclusively for the purpose of
facilitating the arbitration process and for no other purpose and shall be
deemed to be information subject to the confidentiality provisions of this
Agreement.


 


(g)           The parties shall continue performing
their respective obligations under this Agreement notwithstanding the existence
of a dispute while the dispute is being resolved unless and until such
obligations are terminated or expire in accordance with the provisions hereof.


 


(h)           The Arbitrator may order a
pre-hearing exchange of information including depositions, interrogatories,
production of documents, exchange of summaries of testimony or exchange of
statements of position, and the Arbitrator shall limit such disclosure to avoid
unnecessary burden to the parties and shall schedule promptly all discovery and
other procedural steps and otherwise assume case management initiative and
control to effect an efficient and expeditious resolution of the dispute.  At any oral hearing of evidence in connection
with an arbitration proceeding, each party and its counsel shall have the right
to examine its witness and to cross-examine the witnesses of the other
party.  No testimony of any witness shall
be presented in written form unless the opposing party or parties shall have
the opportunity to cross- examine such witness, except as the parties otherwise
agree in writing.


 


(i)            Notwithstanding the dispute
resolution procedures contained in this Section 14, either party may apply
to any court having jurisdiction (i) to enforce this Agreement to
arbitrate, (ii) to seek provisional injunctive relief so as to maintain
the status quo until the arbitration award is rendered or the Dispute is
otherwise resolved, or (iii) to challenge or vacate any final judgment,
award or decision of the Arbitrator that does not comport with the express
provisions of this Section 14.


 


15.           ATTORNEYS’ FEES


 


The Company shall pay or reimburse the Executive for
all reasonable fees and disbursements of the Executive’s counsel in connection
with the negotiation and execution of this Agreement.  In addition, in the event of any arbitration
or judicial proceeding hereunder, the prevailing party shall be entitled to
recover his or its reasonable attorneys fees and costs.


 


16.           HEADINGS.


 


The Article, Section, paragraph and subparagraph
headings are for convenience of reference only and shall not define or limit
the provisions hereof.


 


17.           ENTIRE AGREEMENT.


 


This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and there are no
representations, warranties or commitments except as set forth herein.  This Agreement supersedes any other prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether written or oral, of the parties hereto 


 


 


19

















 


relating to the subject
matter of this Agreement.  This Agreement
shall be deemed part of any Award Agreement pursuant to which Executive
receives any equity-based award.  This
Agreement may be amended only in a writing executed by the parties hereto.


 


18.           SEVERABILITY.


 


If any provision of this Agreement, as applied to
either party or to any circumstances, shall be adjudged by a court to be void
or unenforceable, the same shall be deemed stricken from this Agreement and
shall in no way affect any other provision of this Agreement or the validity or
enforceability of this Agreement.


 


19.           SUPERSEDES PREVIOUS AGREEMENT.


 


Effective as of the date of this Agreement, this
Agreement shall supersede and cancel all prior agreements relating to Executive’s
employment by the Company or any of its affiliates and predecessors, including,
without limitation, the employment agreement between Executive and THQ Inc.
dated as of January 1, 2001, and any amendments thereto, and the Amended
and Restated Employment Agreement between such parties dated as of July 20,
2006, and any amendments thereto. 
Notwithstanding the preceding sentence, this Agreement is not intended,
and shall not be construed, to affect Executive’ s rights in any compensation
or benefits that have been granted or accrued prior to the effective date or
rights contained in any Indemnification Agreement entered into prior to the
effective date.


 


IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date and year first above written.


 




	
   

  	
  Company:

  
	
   

  	
   

  
	
   

  	
  THQ
  Inc., a Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Its:

  	
   

  	
   

  	 

						






 




	
   

  	
   

  	
   

  
	
   

  	
  Brian
  J. Farrell

  	
   

  






 


 


20