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