Exhibit 10.2


SEVERANCE AGREEMENT


THIS SEVERANCE AGREEMENT (this “Agreement”) is entered into as
of the     day of       200  ,
by and between THQ INC., a Delaware corporation (the “Company”),
and      , (the “Executive”).


W I T N E S S E T H


WHEREAS, the Executive currently serves as a key employee of the
Company and the Executive’s services and knowledge are valuable to the Company
in connection with the management of one or more of the Company’s principal
operating functions, departments, divisions or subsidiaries; and


WHEREAS, the Board has determined that it is in the best interests of
the Company and its stockholders to encourage the Executive’s continued
services and to ensure the Executive’s continued dedication by providing
specified severance benefits in the event the Executive’s employment is
terminated by the Company without Cause under certain circumstances; and


WHEREAS, to encourage the Executive’s full attention and dedication to
the Company, the Board has authorized the Company to enter into this Agreement.


NOW, THEREFORE, the Company and the Executive hereby agree as follows:


1.          Definitions.


1.1 “Board” means the
Board of Directors of the Company.


1.2 “Cause” means (i) a material breach by the Executive of the
duties and responsibilities of the Executive (other than as a result of
incapacity due to physical or mental illness), or (ii) the conviction of the
Executive of, or plea of guilty, no contest or nolo
contendere to, (x) illegal conduct that is materially injurious to
the Company or (y) any felony (unless arising as a result of vicarious
liability or a traffic violation), or (iii) the commission by the Executive of
misconduct that is materially injurious to the Company.


1.3. “Code” means the
Internal Revenue Code of 1986, as amended.


1.4. “Date of Termination”
means the effective date on which the Executive’s employment by the Company
terminates.


1.5 “Nonqualifying
Termination” means any termination of the Executive’s employment with the
Company that is not a Qualifying Termination.


1.6 “Qualifying
Termination” means the involuntary termination of the Executive’s
employment by the Company without Cause, unless the Executive is entitled to
severance benefits under a Change in Control Severance Agreement with the
Company as a result of such termination.



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2.           Payments
Upon Qualifying Termination of Employment. 
If the employment of the Executive shall terminate by reason of a
Qualifying Termination, the Executive (or the Executive’s beneficiary or
estate)  shall be entitled
to the following payments and benefits:


2.1.
    The Company shall pay, within 30 days following the
Date of Termination, a cash amount equal to the sum of (i) the Executive’s
annual base salary from the Company and its affiliated companies through the
Date of Termination, to the extent not theretofore paid, and (ii) any accrued
vacation pay, in each case to the extent not theretofore paid; plus


2.2.
    Provided that the Executive has executed and not
revoked the general release referred to in Section 4 hereof (the “Release”), the
Company shall pay a cash amount equal to the sum of (i) three-fourths of the
Executive’s annual base salary from the Company and its affiliated companies in
effect at the time of the Date of Termination; 
(ii) three-fourths of the Executive’s annual bonus paid, including any
such amount that was subject to deferral, to the Executive by the Company and
its affiliated companies in respect of the fiscal year of the Company
immediately preceding the fiscal year in which the Date of Termination occurs;
and (iii) any accrued but unpaid bonus for the fiscal year ended immediately
prior to the fiscal year in which the Date of Termination occurs.  Such aggregate amount shall be payable in a
lump sum (subject to any applicable payroll or other taxes required to be
withheld pursuant to Section 4 hereof) within 30 days following the Date of
Termination.  The amounts payable
pursuant to this Section 2.2 shall reduce, dollar-for-dollar (but not below
zero), any other amount of severance relating to salary or bonus continuation
otherwise payable to the Executive upon termination of employment of the
Executive under any employment agreement or severance plan, policy or
arrangement of the Company, and the Executive shall not be entitled to
post-employment benefits under any such plan, policy or arrangement to the
extent such benefits would be duplicative of, and of equal or lesser value to,
the post-employment benefits provided hereunder.


2.3.     Provided
that the Executive has executed and not revoked the Release, for a period of up
to 9 months commencing on the Date of Termination, the Company shall pay the
Executive’s premiums for continuation coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985 (COBRA) under the Company’s group
health plan.


2.4.
    If on the Date of Termination the Executive shall not
be fully vested with respect to any stock options previously granted to the
Executive, provided that the Executive has executed and not revoked the
Release, then notwithstanding the provisions of the option agreements
applicable to such options or the equity plans pursuant to which such options
have been granted, Executive will immediately be vested on the Date of
Termination in that number of additional options that would have vested during
the nine (9) months following the Date of Termination if such stock options had
become vested in equal monthly increments over the vesting period. Such options
shall be exercisable for such period following the Date of Termination as is
provided in the plan and/or agreement pursuant to which such options were
granted.


3.           No
Payments Upon Nonqualifying Termination of Employment.  If the employment of the Executive shall
terminate by reason of a Nonqualifying Termination, no payments or benefits
shall be provided to the Executive hereunder.



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4.           Withholding
Taxes.  The Company may withhold from
all payments due to the Executive (or his beneficiary or estate) hereunder all
taxes which, by applicable federal, state, local or other law, the Company is
required to withhold therefrom.


5.           General
Release.  On the Date of Termination,
the Executive will execute a General Release in the form attached hereto as
Exhibit A.


6.           Arbitration.


6.1.      Any
claim or controversy arising out of or relating to this Agreement or any breach
thereof between the Executive and the Company shall be settled by arbitration
before a single arbitrator in Los Angeles County, California, administered by
the American Arbitration Association (the “AAA”) in accordance with its
Commercial Arbitration Rules then in effect (except to the extent that the AAA
determines that its National Rules for the Resolution of Employment
Disputes  should
govern), and judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. 
The single arbitrator shall be selected by the mutual agreement of the
Company and the Executive, unless the parties are unable to agree to an
arbitrator, in which case, the arbitrator will be selected under the procedures
of the AAA.  The arbitrator shall have
the authority to award any remedy or relief that a court of competent
jurisdiction could order or grant, including, without limitation, the issuance
of an injunction.  However, either party
may, without inconsistency with this arbitration provision, apply to any court
having jurisdiction over such dispute or controversy and seek interim
provisional, injunctive or other equitable relief until the arbitration award
is rendered or the controversy is otherwise resolved.  Except as necessary in court proceedings to
enforce this arbitration provision or an award rendered hereunder, or to obtain
interim relief, neither a party nor an arbitrator may disclose the existence,
content or results of any arbitration hereunder without the prior written
consent of the Company and the Executive. 
The Company and the Executive acknowledge that this Agreement evidences
a transaction involving interstate commerce. 
Notwithstanding any choice of law provision included in this Agreement,
the United States Federal Arbitration Act shall govern the interpretation and
enforcement of this arbitration provision.


6.2.      Should
the Executive or the Company institute any legal action or administrative
proceeding with respect to any claim waived by this Agreement or pursue any
dispute or matter covered by this paragraph by any method other than said
arbitration, the responding party shall be entitled to recover from the other
party all damages, costs, expenses and attorneys’ fees incurred as a result of
such action.  This arbitration provision
does not prohibit a party from seeking and obtaining injunctive relief from a
court of competent jurisdiction pending the outcome of arbitration. A party
bringing an action for injunctive relief shall not be deemed to have waived its
right to demand arbitration of all disputes.


7.           Company
Property.  The Executive agrees that
he has had access to trade secrets and other proprietary and confidential
information pertaining to the Company. 
The Executive agrees that he will not, without prior written consent of
the Company, communicate or disclose any such information to any person,
employer, or other entity at any time in the future, whether or not developed
by the Executive.  (Confidential and
proprietary information includes, but is not limited to, information concerning
the Company’s sales, sales volume, sales methods, sales proposals, customers
and prospective customers, identity of customers and prospective customers,
amount or kind of customer’s purchases from 



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the
Company, the Company’s manuals, formulae, processes, methods, compositions,
ideas, game designs, inventions, or other confidential or proprietary
information belonging to the Company or relating to the Company ‘s
affairs.)  The Executive also agrees that
he will return to the Company by no later than __ days after the Date of
Termination, all designs, lists, books, files, reports, documents, agreements,
correspondence, computer databases and files, records, supplies, computers,
telephones, identification cards, parking cards, keys and other property or
materials used, prepared or received by him or made available to him by the
Company, in connection with his employment and in his possession or control.


8.           No
Lawsuits.


8.1.     The
Executive promises never to file a lawsuit, administrative complaint, or charge
of any kind with any court, governmental or administrative agency or arbitrator
against the Company or its officers, directors, agents or employees, asserting
any claims that are released in the General Release.


8.2.     The
Executive represents and agrees that, prior to signing this Agreement, he has
not filed or pursued any complaints, charges or lawsuits of any kind with any
court, governmental or administrative agency or arbitrator against the Company
or its officers, directors, agents or employees, asserting any claims that are
released in the General Release.


9.           Confidentiality
of this Agreement.


9.1.     The
Executive agrees to keep the fact, terms and amount of this Agreement completely
confidential, and not to disclose such information to anyone other than his
spouse, attorneys and licensed tax and/or professional investment advisor, if
any (hereafter referred to as “ the Executive’s Confidants”), all of whom shall
be informed of and be bound by this confidentiality provision.  Neither the Executive nor the Executive’s
Confidants shall disclose the fact, amount or terms of this Agreement to anyone
including, but not limited to, any representative of any print, radio or
television media, to any past, present or prospective employee of or applicant
for employment with the Company, to any counsel for any current or former
employee of the Company, to any other counsel or third party, or to the public
at large.


9.2.     The
Executive understands and agrees that any disclosure of information in
violation of this confidentiality provision by the Executive or by any of the
Executive’s Confidants would cause the Company injury and damage.  Any alleged violation of this confidentiality
provision shall be resolved in accordance with the arbitration provisions
herein.  If any proceeding is brought
concerning an alleged violation of this confidentiality provision, the
prevailing party shall recover from the losing party all reasonable attorneys’
fees and costs incurred in connection with such proceeding.  The Company shall have the burden of proving
such violation by a preponderance of the evidence.  The parties understand and agree that only
the Company would be damaged by a violation of this confidentiality provision
and for that reason the arbitrator shall have no authority to award any
damages, but only attorneys’ fees and costs, against the Company if it does not
prevail.


10.         Goodwill and Reputation of the Company.  The
Executive agrees that he will refrain from taking actions or making statements,
written or oral, which disparage or defame the goodwill or reputation of the
Company, and/or its directors, officers, executives and employees or which
could 



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adversely
affect the morale of other employees of the Company.


11.         Cooperation In Any Litigation
Involving the Company.  The Executive
understands that he may subsequently be asked to participate in an
investigation, inquiry, or litigation concerning the Company.  The Executive agrees to participate in such
action and agrees to provide truthful and accurate testimony, documents,
records and any other information requested. 
In addition, the Executive agrees to meet with attorneys or
representatives of the Company, upon reasonable notice, in connection with any
such action, including without limitation any internal investigation or
inquiry.


12.         Tender
of Severance Payment as a Condition to Challenge of this Agreement.  Should the Executive attempt to challenge
the enforceability of this Agreement, as a further limitation on any right to
make such a challenge, the Executive shall initially submit to the Company the
total proceeds provided to him in connection with this Agreement plus interest
at the standard statutory rate, and invite the Company to retain such monies
and agree with the Executive to cancel this Agreement.  In the event the Company accepts this offer,
the Company shall retain such monies and this Agreement shall be canceled.  In the event the Company does not accept such
offer, the Company shall so notify the Executive and shall place such monies
into an interest-bearing escrow account pending resolution of the dispute
between the Executive and the Company as to whether this Agreement shall be set
aside and/or otherwise rendered unenforceable.


13.         Consultation With Counsel; Reasonable Time to
Consider Agreement; Voluntary Participation in this Agreement.  The Executive represents and agrees that he
has been advised of the opportunity to review this Agreement with an attorney,
that he has had the opportunity to thoroughly discuss all aspects of his rights
and this Agreement with an attorney to the extent The Executive elected to do so, that he has
carefully read and fully understands all of the provisions of this Agreement,
that he has been given a reasonable period of time to consider signing this
Agreement, and that he is voluntarily entering into this Agreement.


14.        Term of Agreement.  This Agreement shall be effective on the date
hereof and shall continue until terminated by the Company as provided in this
Section 14; provided, however,
that this Agreement shall terminate in any event upon the first to occur of (i)
termination of the Executive’s employment with the Company (unless such termination
is a Qualifying Termination) and (ii) the termination of this Agreement by the
Board on such date as is fixed by the Board for such termination, which date
shall be at least one (1) year after notice thereof is given by the Company to
the Executive in accordance with Section 16 hereof.


15.         Scope of
Agreement.  Nothing in this Agreement
shall be deemed to entitle the Executive to continued employment with the
Company or its subsidiaries, and if the Executive’s employment with the Company
shall terminate other than by reason of a Qualifying Termination, the Executive
shall have no further rights under this Agreement.


16.         Successors;
Binding Agreement.


16.1.    Prior
to its termination pursuant to Section 13 hereof, this Agreement shall be
binding on the Company and its successors.


16.2.    This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors,
heirs, 



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distributees, devisees and
legatees.  If the Executive shall die
while any amounts would be payable to the Executive hereunder had the Executive
continued to live, then, unless otherwise provided herein, all such amounts,
shall be paid in accordance with the terms of this Agreement to such Persons
appointed in writing by the Executive to receive such amounts or, if no Person
is so appointed, to the Executive’s estate.


17.     Notices.  For purposes of this Agreement, all notices
and other communications required or permitted hereunder shall be in writing
and shall be deemed to have been duly given when delivered or five days after
deposit in the United States mail, certified and return receipt requested,
postage prepaid, addressed (i) if to the Executive, to the residence address of
the Executive maintained from time to time by the Company; and if to the
Company, to its chief executive office, attention Chief Executive Officer, with
a copy to the Secretary of the Company; (ii) to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon receipt.


18.     Employment with Subsidiaries.  Employment with the Company for purposes of
this Agreement shall include employment with any corporation or other entity in
which the Company has a direct or indirect ownership interest of 50% or more of
the total combined voting power of the then outstanding securities of such
corporation or other entity entitled to vote generally in the election of directors.


19.     Governing Law; Validity.  The interpretation, construction and
performance of this Agreement shall be governed by and construed and enforced
in accordance with the internal laws of the State of Delaware without regard to
the principle of conflicts of laws.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which other provisions shall remain in full force and effect.


20.     Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.


21.     Miscellaneous.  No provision of this Agreement may be
modified or waived unless such modification or waiver is agreed to in writing
and signed by the Executive and by a duly authorized officer of the
Company.  No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  Failure by the Executive or the Company to
insist upon strict compliance with any provision of this Agreement or to assert
any right the Executive or the Company may have hereunder shall not be deemed
to be a waiver of such provision or right or any other provision or right of
this Agreement.  The rights of, and
benefits payable to, the Executive, his estate or his beneficiaries pursuant to
this Agreement are in addition to any rights of, or benefits payable to, the
Executive, his estate or his beneficiaries under any other employee benefit
plan or compensation program of the Company.


22.
    Delay of Payments.  In the event that any payment or distribution
to be made to the Executive hereunder is determined to constitute “deferred
compensation” subject to Section 409A of the Code, and the Executive is
determined to be a “specified employee” (as defined in Section 409A 



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of the Code), such payment
or distribution shall not be made before the date which is six months after the
termination of the Executive’s employment (or, if earlier, the date of the
Executive’s death).


23.     Entire Agreement.  This Agreement represents the complete
understanding of the parties and supersedes any and all agreements,
understandings and discussions, whether written or oral, between the Executive
and the Company or any of its affiliated companies with respect to the subject
matter hereof.


IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the day and year first above written.


	
   

  	
  THQ INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  



 



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