Exhibit
10.1


 


SECOND AMENDMENT TO RIGHTS AGREEMENT


 


THIS
SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into on May 12,
2010, between THQ Inc., a Delaware corporation (the “Company”), and
Computershare Investor Services, LLC, as Rights Agent (the “Rights Agent”).


 


WHEREAS,
the Company and the Rights Agent entered into that certain Amended and Restated
Rights Agreement, dated as of August 22, 2001 and amended on April 9,
2002 (the “Rights Agreement”);


 


WHEREAS,
on May 11, 2010, the Board of Directors of the Company (the “Board”)
approved and adopted a Section 382 Rights Agreement to be entered into
between the Company and Computershare Trust Company, N.A. (the “Section 382
Rights Agent”)  on May 12, 2010 (the
“Section 382 Rights Agreement”);


 


WHEREAS,
pursuant to Section 29 of the Rights Agreement the Board of Directors of
the Company (the “Board”) has the exclusive power and authority to administer
the Rights Agreement and to exercise all rights and powers specifically granted
to the Board or to the Company, or as may be necessary or advisable in the
administration of the Rights Agreement, including, without limitation, the
right and power to make all determinations deemed necessary or advisable for
the administration of the Rights Agreement (including a determination to amend
the Rights Agreement); and


 


WHEREAS,
the Board has authorized the amendment of the Rights Agreement as set forth
herein.


 


NOW,
THEREFORE, in consideration of the foregoing, the parties hereto agree as
follows:


 


1.             Amendment of the
Rights Agreement.  Clause (i) of
Section 7(a) of the Rights Agreement is hereby amended and restated
in its entirety as follows:


 


“(i) immediately
upon the execution and delivery of the Section 382 Rights Agreement by the
Company and the Section 382 Rights Agent (the “Final Expiration Date”),”


 


2.             Effectiveness of
the Amendment.  This
Amendment shall be deemed effective immediately upon the execution and delivery
of the Section 382 Rights Agreement by the Company and the Section 382
Rights Agent.


 


3.             Amendment Controls.  If this Amendment conflicts with or is
inconsistent with any provision contained in the Rights Agreement, this
Amendment shall control.  This Amendment
shall be considered a part of the Rights Agreement.


 


4.             Governing Law.  This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.


 

















 


5.             Counterparts;
Facsimile and PDFs.  This
Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.  A facsimile or .pdf signature delivered
electronically shall constitute an original signature for all purposes.


 


(Signature Page Follows)


 


2

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Second Amendment to Rights Agreement to be duly
executed as of the date first written above.


 


 


	
   

  	
  THQ INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward L. Kaufman

  
	
   

  	
  Name: Edward L. Kaufman

  
	
   

  	
  Title: Executive Vice President,
  Business and Legal Affairs

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPUTERSHARE
  INVESTOR SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis V. Moccia

  
	
   

  	
  Name: Dennis V. Moccia

  
	
   

  	
  Title:
  Manager, Contract Administration

  



 


Signature
Page to Second Amendment to Rights Agreement