does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.
Executive and the Company each hereby expressly waives and relinquishes all
rights and benefits under that section and any similar law of any state or
territory of the United States with respect to the release he or it is granting
in this Agreement.
(D)
THE FOREGOING RELEASES IN THIS PARAGRAPH 9
DO NOT APPLY TO THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER VESTED
OUTSTANDING OPTIONS TO PURCHASE SHARES OF THE COMPANY'S STOCK PREVIOUSLY GRANTED
TO EXECUTIVE BY THE COMPANY.
10.
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED GIVEN WHEN (I) DELIVERED PERSONALLY OR BY OVERNIGHT COURIER TO THE
FOLLOWING ADDRESS OF THE OTHER PARTY HERETO (OR SUCH OTHER ADDRESS FOR SUCH
PARTY AS SHALL BE SPECIFIED BY NOTICE GIVEN PURSUANT TO THIS SECTION) OR (II)
SENT BY FACSIMILE TO THE FOLLOWING FACSIMILE NUMBER OF THE OTHER PARTY
6
HERETO (OR SUCH OTHER FACSIMILE NUMBER FOR SUCH PARTY AS SHALL BE SPECIFIED BY
NOTICE GIVEN PURSUANT TO THIS SECTION), WITH THE CONFIRMATORY COPY DELIVERED BY
OVERNIGHT COURIER TO THE ADDRESS OF SUCH PARTY PURSUANT TO THIS SECTION:
If to the Company, to:
THQ Inc.
27001 Agoura Road
Suite 325
Calabasas Hills, CA
91301
Attention:
Chief Executive Officer
If to the Executive, to:
Jeffrey C. Lapin
c/o Kenwick, Inc.
8509 So. La Cienega Boulevard
Inglewood, California 90301
Attention:
Z.L. Lapin
11.
SEVERABILITY.
WHENEVER POSSIBLE, EACH
PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER APPLICABLE
LAW OR RULE IN ANY JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
SHALL NOT AFFECT THE VALIDITY, LEGALITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT OR THE VALIDITY, LEGALITY OR ENFORCEABILITY OF SUCH PROVISION
IN ANY OTHER JURISDICTION, BUT THIS AGREEMENT SHALL BE REFORMED, CONSTRUED AND
ENFORCED IN SUCH JURISDICTION AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE
PROVISION HAD NEVER BEEN CONTAINED HEREIN.
12.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE ENFORCEABLE BY THE CONSULTANT AND HIS HEIRS, EXECUTORS, ADMINISTRATORS
AND LEGAL REPRESENTATIVES, AND BY THE COMPANY AND ITS SUCCESSORS AND ASSIGNS.
13.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
14.
AMENDMENT AND WAIVER.
THE PROVISIONS OF
THIS AGREEMENT MAY BE AMENDED OR WAIVED ONLY BY THE WRITTEN AGREEMENT OF THE
COMPANY AND THE EXECUTIVE, AND NO COURSE OF CONDUCT OR FAILURE OR DELAY IN
ENFORCING THE PROVISIONS OF THIS AGREEMENT SHALL AFFECT THE VALIDITY, BINDING
EFFECT OR ENFORCEABILITY OF THIS AGREEMENT.
7
15.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO COUNTERPARTS, EACH OF WHICH SHALL BE