THQ Provides Update On New Officer Compensation Arrangements

As announced earlier this week, THQ Inc. (NASDAQ: THQI) has appointed Jason Rubin as its President and Jason Kay as its Chief Strategy Officer. On May 25, 2012, as inducements to their employment with THQ, both were granted certain stock awards detailed below.

Rubin and Kay were granted stock option awards of 950,000 and 550,000 shares of the company’s common stock, respectively. These awards have an exercise price of $0.61 per share (the fair market value of a share of THQ’s stock on May 25) and vest in three equal annual installments on the anniversary date of the grant, and are subject to continued employment.

Rubin and Kay were also granted restricted stock unit awards of 950,000 and 550,000 shares of the company’s common stock, respectively. These awards will vest in two equal installments based on the achievement of certain stock price performance goals that must be met prior to the fourth anniversary of this award. The first half of these awards will vest on the first date that the company’s common stock equals or exceeds $2.00 per share for ten consecutive trading days, and the second half of these awards will vest on the first date that the company’s common stock equals or exceeds $3.00 per share for ten consecutive trading days, and are subject to continued employment.

In addition, Rubin and Kay were granted stock option awards of 3,071,756 shares (collectively) of the company’s common stock with an exercise price of $0.61 per share. These shares will only vest at the time Rubin, alone or together with Kay, purchases shares of the company’s common stock having a value at the time of purchase of at least $1,500,000, prior to March 31, 2013.

The stock options and restricted stock units granted to Rubin and Kay were granted outside of a stockholder-approved plan, pursuant to the “Employment Inducement Awards” exemption of the Nasdaq Listing Rules.

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