Employment Agreement - THQ Inc. and Fred A. Gysi
[THQ LOGO]
5016 North Parkway Calabasas, Suite 100
Calabasas, California 91302
Telephone: 818-591-1310
Fax: 818-591-1615
November 13, 1997 Via: Hand Delivered
Fred A. Gysi
1981 Westridge Road
Los Angeles, CA 90049
Dear Fred:
As you know, when you joined THQ, a portion of your offer included options
on 40,000 shares of THQ, subject to the grant of the board of directors of THQ.
Since the stock has risen in value between the time of acceptance of your offer
and the board of directors' grant to you of the options, the board of directors
has authorized me to offer to you a bonus equal to the difference between the
exercise price of your options ($14.50) and the price at the date of your
acceptance ($12.375). The bonus will be payable on the first, second and third
anniversaries of your continued employment based upon the following formula: if
THQ stock is above $14.50 on your anniversary dates, 13,333 (which is the
quotient of 40,000 shares divided by the normal 3 year option vesting) times the
difference between $14.50 and $12.375. By way of example, if the stock price on
October 2, 1998 is $16.00 per share, you will be entitled to the following
bonus: 13,333 x (14.50-12.375)=$28,332.63.
If THQ stock is trading between $12.375 and $14.50, the bonus will be
computed by multiplying 13,333 times the difference between the closing price of
the stock on the anniversary date less $12.375. By way of example, if the
closing stock price is $13.50 on October 2, 1998, the bonus would be calculated
as follows: 13,333 x (13.50 - 12.375) = $14,999.63. No bonus will be payable if
the price of the stock on the relevant anniversary date is less than $12.375.
This bonus is contingent upon your continued employment with THQ, and is in no
way connected to the existing share option plan or annual performance bonus.
Yours very truly,
/s/ BRIAN J. FARRELL
Brian J. Farrell
President and
Chief Executive Officer