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THQ INC, 1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Date: , 199_
Number of Shares
Underlying Option:
This Stock Option Agreement (the "Agreement"), dated as of
______________, 199_ is made between THQ INC., a Delaware corporation, having
its principal offices at 0000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxxx
(the "Company") and __________________ (the "Optionee"), having an address at
_______________________________________.
W I T N E S S E T H :
1. Grant of Option. Pursuant to the provisions of the THQ Inc. 1997
Stock Option Plan, a copy of which is annexed hereto as Exhibit A (the "Plan"),
the Company hereby grants to the Optionee, subject to the terms and conditions
herein set forth, the right and option (the "Option") to purchase from the
Company, all or any part of an aggregate of ________shares (the "Shares") of the
Company's common stock, no par value per share (the "Common Stock"), at the
purchase price of $_____ per Share, such Option to be exercisable as hereinafter
provided.
2. Terms and Conditions. It is understood and agreed that this Option,
and the exercise of said Option, is subject to the terms and conditions set
forth in the Plan, and in addition, any terms and conditions set forth herein.
3. Limitation on Exercisability of Option. This Option shall be
exercisable by the Optionee to the extent of the following number of Shares
commencing on the following dates:
Number of Shares Date After Which Shares Can Be Purchased
---------------- ----------------------------------------
______ Shares
______ Shares
______ Shares
4. Expiration of Option. This Option shall not be exercisable after
5:00 p.m. P.D.T. on _________________.
5. Non-Assignability of Option. This Option shall not be given,
granted, sold, exchanged, transferred, pledged, assigned or otherwise encumbered
or disposed of by the
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Optionee, otherwise than by will or the laws of descent and distribution, and,
during the lifetime of the Optionee, shall not be exercisable by any other
person, but only by the Optionee.
6. Method of Exercise of Option. The Option may be exercised (i) by
giving written notice to the Company specifying the number of whole Shares to be
purchased and accompanied by payment therefor in full (or arrangement made for
such payment to the Company's satisfaction) either (A) in cash, (B) by delivery
of previously owned whole Shares (which the Optionee has held for at least six
months prior to the delivery of such shares or which the Optionee purchased on
the open market and in each case for which the Optionee has good title, free and
clear of all liens and encumbrances) having an aggregate fair market value,
determined as of the date of exercise, equal to the aggregate purchase price
payable by reason of such exercise, (C) in cash by a broker-dealer acceptable to
the Company to whom the Optionee has submitted an irrevocable notice of
exercise, or (D) a combination of (A), (B) and (C) and (ii) by executing such
documents as the Company may reasonably request; provided, however, that the
Company shall have sole discretion to disapprove of an election pursuant to
clauses (B)-(D). Any fraction of a Share which would be required to pay such
purchase price shall be disregarded and the remaining amount due shall be paid
in cash by the Optionee. No certificate representing Common Stock shall be
delivered until the full purchase price therefor has been paid (or arrangement
made for such payment to the Company's satisfaction).
7. Death or Termination of Employment or Services. If the employment of
the Optionee as an employee by, or the services of the Optionee as a
non-employee director for, the Company shall be terminated for Cause (as defined
below), this Option shall expire automatically upon the date of such
termination. If such employment or services shall be terminated for any other
reason (excluding death and total disability, as discussed below), then this
Option may not be exercised at any time later than three (3) months after such
termination or expiration of the Optionee's services as an employee or
non-employee director. If the Optionee ceases employment or services as a
non-employee director because of permanent and total disability then such
Options may be exercised at any time within one (1) year after cessation of
employment or service. If the Optionee dies while employed by, or serving as a
non-employee director for, the Company, or within three (3) months after
termination of employment or services by the Company for reasons other than for
Cause, then such Options may be exercised by the estate of the employee or
non-employee director or by a person who acquired the right to exercise such
Options by bequest or inheritance or by reason of the death of such employee or
non-employee director at any time within the earlier of (i) one (1) year after
such death and (ii) the expiration date of the term of such Option.
After death or termination, such exercise may then only be to
purchase those number of Shares subject to this Option that the Optionee was
entitled to purchase, upon exercise of this Option, prior to such termination,
resignation or expiration of the Optionee's employment or services as a
non-employee director. Provided, however, that nothing in this Section 7 shall
extend the term of the Option beyond the term set forth in Section 4, nor give
any person the right to purchase Shares subject to this Option which could not
be purchased by
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the Optionee prior to the termination of his services as an employee or a
non-employee director. For purposes of the Agreement, "Cause" shall, with
respect to any Optionee who at such time has a written employment agreement with
the Company, have the meaning ascribed thereto in such agreement and (i) shall
also include an Optionee's termination of his employment or service as a
non-employee director for any reason, but (ii) shall not include termination by
reason of an Optionee's total disability notwithstanding any language to the
contrary in such employment agreement; and otherwise shall mean the willful and
continued failure to substantially perform the duties with the Company (other
than a failure resulting from the optionee's total disability), the willful
engaging in conduct which is demonstrably injurious to the Company or any
subsidiary, monetarily or otherwise, including conduct that, in the reasonable
judgment of the Company, does not conform to the standard of the Company's
executives, any act of dishonesty, commission of a felony or a significant
violation of any statutory or common law duty of loyalty to the Company, or such
optionee's termination of his employment or service as a non-employee director
for any reason.
8. Investment Representation. The Optionee represents that at the time
of any exercise of this Option, where the Shares are not registered under the
Securities Act of 1933, as amended, such Shares will be acquired for investment
and not for resale or with a view to the distribution thereof.
9. Adjustments Upon Changes in Capitalization. In the event of changes
in the outstanding Common Stock or the Company by reason of stock dividends,
split-ups, recapitalizations, mergers, consolidations, combinations, exchanges
or shares, separations, reorganizations, or liquidations, the number of Shares
issuable upon the exercise of this Option, the option price thereof and any
limitation on exercise set forth in Section 3 hereof shall be correspondingly
adjusted by the Company. Any such adjustment in the number of Shares shall apply
proportionately to only the then unexercised portion of this Option. If
fractional Shares would result from any such adjustment, the adjustment shall be
revised to the next lower whole number of Shares.
10. No Rights as Stockholder. The Optionee shall have no rights as a
stockholder in respect to the Shares as to which this Option shall not have been
exercised any payment made as herein provided.
11. Optionee Bound by Plan. The Optionee hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by all the terms and provisions
thereof, including the terms and provisions adopted after the granting of this
Option, but prior to complete exercise hereof.
12. Binding Effect. Except as herein otherwise expressly provided,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto, their legal representatives, successors and assigns.
13. Conflict. In the event of any conflict between the Plan and this
Agreement, the terms of the Plan shall take precedence.
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14. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
15. Notices. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested to a party at its address
set forth above with a copy of any correspondence to the Company to Sidley &
Austin, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000-0000, Attn: Xxxxxxx X.
Xxxxxxx, Esq., subject to the right of either party to designate at any time
hereafter, in writing, some other address.
16. Counterparts. This Agreement may be exercised in counterparts,
each of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, THQ Inc. has caused this Agreement to be
executed by an appropriate officer and the Optionee has executed this Agreement,
both as of the day and year first written.
THQ Inc.
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Name:
Title:
OPTIONEE
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