Exhibit 10.1


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) one times the Executive’s annual base salary from the Company
and its affiliated companies in effect at the time of the Date of
Termination;  (ii) one times 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 12 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 twelve (12) 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 of 



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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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