Exhibit
10.11


THQ INC.


STOCK
UNIT DEFERRED COMPENSATION PLAN


1.                                       Definitions.


(a)                                  “Account”
means the separate account maintained on the books of the Company for each
Participant pursuant to Section 4.


(b)                                 “Board”
means the Board of Directors of the Company.


(c)                                  “Company”
means THQ Inc., a Delaware corporation.


(d)                                 “Common
Stock” means the common stock, par value $0.01 per share, of the Company.


(e)                                  “Deferred
Stock Units” means deferred stock units granted to the Participant as a form of
Other Stock Unit Award under the Long-Term Incentive Plan.


(f)                                    “Deferred
Stock Unit Account” means the separate account maintained on the books of the
Company for each Participant who is a director pursuant to Section 4.


(g)                                 “Director”
means any member of the Board who is not an employee of the Company or any of
its subsidiaries.


(h)                                 “Disability”
means that the Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident and health plan covering employees of the
Company.


(i)                                     “Dividend
Equivalent Stock Units” means the additions to the Participant’s Account
described in Section 4.


(j)                                     “Effective
Date” means August 18, 2005.


(k)                                  “Long-Term
Incentive Plan” means the THQ Inc. 2006 Long-Term Incentive Plan.













(l)                                     “Officer”
means an officer of the Company (including subsidiaries of the Company) at or
above the level of Vice President.


(m)                               “Participant”
means a Director or Officer who elects to participate in this Plan as provided
in Section 3.


(n)                                 “Performance
Accelerated Restricted Stock Units” means Performance Accelerated Restricted
Stock Units granted to the Participant under the Stock Option Plan.


(o)                                 “Plan”
means the THQ Inc. Stock Unit Deferred Compensation Plan (formerly known as the
THQ Inc. Performance Accelerated Restricted Stock Unit Deferred Compensation
Plan).  The Plan is a sub-plan under the
Stock Option Plan and the Long-Term Incentive Plan.


(p)                                 “Restricted
Stock Units” means restricted stock units granted to the Participant as a form
of Other Stock Unit Award under the Long-Term Incentive Plan.


(q)                                 “Section
409A” means Section 409A of the Internal Revenue Code of 1986, as amended.


(r)                                    “Stock
Option Plan” means the THQ Inc. Amended and Restated 1997 Stock Option Plan.


(s)                                  “Stock
Units” means Deferred Stock Units, Performance Accelerated Restricted Stock
Units and Restricted Stock Units.


2.                                       Administration.


(a)                                  The
Plan shall be administered by the Board. 
The Board shall also have the authority to make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of the
Plan and decide any and all questions as may arise in connection with the
interpretation or application of the Plan. 
The Board may delegate some or all of its powers and authority hereunder
to the Compensation Committee of the Board, as the Board deems appropriate.


(b)                                 The
decision or action of the Board (or the Compensation Committee) in respect to
any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated



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hereunder shall be final, conclusive and binding upon Participants and
all other persons having or claiming any interest in the Plan.


3.                                       Participation.


(a)                                  A
Director or Officer may elect to participate in the Plan by filing a written
election with the Company, on such form as may be prescribed by the Board, to
defer 50% or 100% of Director’s or Officer’s grant of Performance Accelerated
Restricted Stock Units or Restricted Stock Units made in any calendar year.


(b)                                 Except
as provided below, a deferral election shall become effective on the first day
of the calendar year following the date the election is made.  A new deferral election must be made by a
Participant for each calendar year.


(c)                                  Notwithstanding
anything contained herein to the contrary, a Participant may make a deferral
election within thirty (30) days after a grant of Stock Units to such
Participant; provided, however, such election may only be made if none of the
Stock Units granted to the Participant in the grant for which the election is
being made will be able to vest prior to twelve (12) months from the date such
election is made.


(d)                                 A
Director shall automatically become a Participant with respect to the Deferred
Stock Units that are granted to the Director in any calendar year.


4.                                       Account;
Deferred Stock Unit Account


(a)                                  The
Performance Accelerated Restricted Stock Units and the Restricted Stock Units
that are deferred pursuant to a Participant’s deferral election shall be
credited to the Participant’s Account.  The
Deferred Stock Units granted to a Participant, that are automatically deferred,
shall be credited to the Participant’s Deferred Stock Unit Account.


(b)                                 Whenever
any cash dividends are declared on the Common Stock, on the date such dividend
is paid the Company will credit the Account and Deferred Stock Unit Account of each
Participant with a number of Dividend Equivalent Units equal to the result of
dividing (i) the product of (x) the total number of Stock Units and Dividend
Equivalent Units credited to the Participant’s Account and Deferred Stock Unit
Account on the record date for such dividend and (y) the per share amount of
such dividend by (ii) the Fair Market Value (as such term is defined in the
Stock Option Plan) of one share



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of Common Stock on the date such dividend is paid by the Company to the
holders of Common Stock.


5.                                       Payment
of Account and Deferred Stock Unit Account.


(a)                                  Payment
of the portion of the Participant’s Deferred Stock Unit Account attributable to
each grant of Deferred Stock Units shall be made in a lump sum thirteen months
after the grant, unless the Participant elects to change the time of payment in
accordance with the last sentence of this Section 5(a).  Payment of the Participant’s Account shall be
made in a lump sum in accordance with the Participant’s election filed with the
Company (or, if earlier as provided in paragraph (b) of this Section), on such
form as may be prescribed by the Board: (i) within 30 days after the
termination for any reason (including Disability) of (A) the Participant’s
service as a Director if the Participant is a Director or (B) the Participant’s
employment if the Participant is an Officer, (ii) on the date specified in the
election or (iii) the earlier of the date specified in the election or within
30 days after the termination for any reason (including Disability) of (A) the
Participant’s service as a Director if the Participant is a Director or (B) the
Participant’s employment if the Participant is an Officer.


The Participant may
change the time of payment of the Account or the Deferred Stock Unit Account by
filing a new election form with the Company, provided that (i) the election
will not take effect for at least 12 months after the date on which it is made as
required by Section 409A of the Code (i.e., the election must be made at least
12 months in advance) and (ii) the new payment date must be at least 5
years after the date the Account or the Deferred Stock Unit Account would
otherwise have been paid.


(b)                                 Notwithstanding
anything contained herein to the contrary, in the event of a Change of Control (as defined
in Appendix A) or a Participant’s death prior to payment of the Account or the
Deferred Stock Unit Account, then regardless
of a Participant’s election or change in election of the applicable time of
payment, a lump sum payment of the Participant’s Account shall be made to
the Participant (to the Participant’s beneficiary as provided in Section 6
in the event of the Participant’s death) within 30 days following the Change of
Control or the Participant’s death.



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(c)                                  Notwithstanding
anything contained herein the contrary, in the event payment of the Account is
to be made by reason of the Participant’s termination of service or termination
of employment, other than by reason of death or Disability, no payment shall be
made until six months after such termination of service if the Participant is a
specified employee as defined in Internal Revenue Code Section 409A.


(d)                                 Payment
of the Account and the Deferred Stock Unit Account shall be made in shares of
Common Stock, with one share payable for each Stock Unit and each Dividend
Equivalent Unit credited to the Participant’s Account.


6.                                       Beneficiary
Designation.


Each Participant shall have the right, at any time, to
designate any person or persons as his beneficiary or beneficiaries to whom
payment under the Plan shall be paid in the event of his death prior to payment
to the Participant of his or her Account and Deferred Stock Unit Account.  Any beneficiary designation may be made or
changed by a Participant by a written instrument, in such form prescribed by
the Board, which is filed with the Company prior to the Participant’s death. If
a Participant fails to designate a beneficiary, or if all designated
beneficiaries predecease the Participant, then the Account and Deferred Stock
Unit Account shall be paid to the Participant’s estate.


7.                                       Amendment;
Cessation of Deferrals.


(a)                                  The
Board may amend the Plan at any time in whole or in part; provided that
no amendment may adversely affect the rights of a Participant to receive
amounts properly credited to the Participant’s Account and Deferred Stock Unit
Account in accordance with the Plan prior to such amendment.


(b)                                 The
Board may, in its sole discretion, cease future deferrals under the Plan at any
time.  In such event, payment of the
Accounts and Deferred Stock Unit Accounts of Participants will continue to be
made as provided in Section 5.



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8.                                       Miscellaneous.


(a)                                  The
Company’s obligation to make payment under the Plan shall be contractual only
and all payments hereunder shall be made by the Company from its general assets
at the time and in the manner provided for in the Plan.


(b)                                 Neither
a Participant nor any other person shall have any right to sell, assign,
transfer, pledge, anticipate, or otherwise encumber, the amounts, if any,
payable hereunder, to the Participant or such other person.  No part of the amounts payable under the Plan
shall be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant’s
or any other person’s bankruptcy or insolvency.


(c)                                  In
the event of a stock split, stock dividend, recapitalization or other event
described in Section 5.7 of the Stock Option Plan and Section 12.2 of the Long-Term
Incentive Plan (i) the provisions of Section 5.7 of the Stock Option Plan shall
apply to Performance Accelerated Restricted Stock Units and related  Dividend Equivalent Stock Units credited to
the Participant’s Account and Deferred Stock Unit Account and (ii) the provisions
of Section 12.2 of the Long-Term Incentive Plan shall apply to Deferred Stock
Units, Restricted Stock Units and related 
Dividend Equivalent Stock Units credited to the Participant’s Account
and Deferred Stock Unit Account; provided, however, that the determination of
adjustments shall be made by the Board.


(d)                                 Neither
the Participant nor any other person shall have any rights as a stockholder of
the Company under the Plan with respect to the Stock Units or Dividend
Equivalent Stock Units credited to the Participant’s Account and Deferred Stock
Unit Account until the shares of Common Stock are issued to the Participant or
the beneficiary of the Participant.


(e)                                  This
Plan shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware, without reference to principles of conflict of
laws.


(f)                                    This
Plan in intended to comply, and shall be administered in a manner that is
intended to comply, with Section 409A and shall be construed and interpreted in
accordance with such intent.  Any
provision of this Plan that would cause the Plan to fail



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to satisfy Section 409A shall be amended to comply with Section 409A on
a timely basis, which may be made retroactively, in accordance with regulations
and other guidance issued under Section 409A.



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Appendix
A


“Change of Control”
means and shall be deemed to have occurred as of the date of the first to occur
of the following events:


(a)                                  Any
Person or Group acquires stock of the Company that, together with stock held by
such Person or Group, constitutes more than 50% of the total fair market value
or total voting power of the stock of the Company.  However, if any Person or Group is considered
to own more than 50% of the total fair market value or total voting power of
the stock of the Company, the acquisition of additional stock by the same
Person or Group is not considered to cause a Change in Control.  An increase in the percentage of stock owned
by any Person or Group as a result of a transaction in which the Company
acquires its stock in exchange for property will be treated as an acquisition
of stock for purposes of this subsection. 
This subsection applies only when there is a transfer of stock of the
Company (or issuance of stock of the Company) and stock in the Company remains
outstanding after the transaction;


(b)                                 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) ownership of
stock of the Company possessing 35% or more of the total voting power of the
stock of the Company.  However, if any
Person or Group is considered to own 35% of the total voting power of the stock
of the Company, the acquisition of additional stock by the same Person or Group
is not considered to cause a Change in Control;


(c)                                  A
majority of members of the Company’s Board is replaced during any 12-month
period by Directors whose appointment or election is not endorsed by a majority
of the members of the Company’s Board prior to the date of the appointment or
election; or


(d)                                 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 subsection (d) as a result of a transfer
to:


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


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


(iii)                               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



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(iv)                              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 (iii) 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 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 Rule13d-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.



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