UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

		29903 Agoura Road Agoura Hills, California 91301

JULY 7, 2009

Dear Fellow Stockholder:

        On behalf of your Board of Directors, I would like to extend a personal invitation for you to attend THQ's 2009 Annual Meeting of Stockholders on Thursday, August 6, 2009 at 9:00 a.m., Pacific Daylight Time. The Annual Meeting will be held at The Hyatt Westlake Plaza, Playa del Sol Ballroom, 880 S. Westlake Boulevard, Westlake Village, California 91361.

        At this year's Annual Meeting, you will be asked to:

•

Elect seven directors to the Board of Directors;



•

Approve an amendment to the THQ Inc. Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance by 500,000;



•

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2010; and



•

Conduct any other business properly brought before the meeting.

        Information regarding these matters is set forth in the accompanying Notice of 2009 Annual Meeting of Stockholders and Proxy Statement, to which you are urged to give your prompt attention.

        I know that it is not practical for most stockholders to attend the Annual Meeting in person. Whether or not you are able to attend in person, your vote is important. In addition to using the enclosed proxy card to vote your shares, you may submit your vote via the internet or a toll-free telephone number. Instructions for using these services are provided on your proxy card. Mailing in your proxy card or voting your shares by using the telephone or the internet will not limit your right to withdraw your proxy and vote in person, should you wish to attend the meeting.

        Thank you for your ongoing support of THQ.

		Very truly yours,
		Brian J. Farrell Chairman of the Board of Directors, President and Chief Executive Officer

THQ Inc.
29903 Agoura Road
Agoura Hills, California 91301

Important Notice Regarding the Availability of Proxy Materials for
THQ's 2009 Annual Meeting of Stockholders to be Held on August 6, 2009

THQ's Proxy Statement and Fiscal 2009 Annual Report on Form 10-K are available at
http://investor.thq.com

To the Stockholders of THQ Inc.:

        NOTICE IS HEREBY GIVEN that the 2009 Annual Meeting of Stockholders of THQ Inc., a Delaware corporation (the "Company"), will be held on Thursday, August 6, 2009 at 9:00 a.m., Pacific Daylight Time, at The Hyatt Westlake Plaza, Playa del Sol Ballroom, 880 S. Westlake Boulevard, Westlake Village, California 91361, for the following purposes, all as set forth in the attached Proxy Statement:

1.

To elect seven directors to serve on our Board of Directors until the next Annual Meeting and until their successors qualify and are duly elected;



2.

To approve an amendment to the THQ Inc. Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance by 500,000;



3.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2010; and



4.

To transact such other business as may properly come before the Annual Meeting and any adjournment thereof. The Company does not know of any matter to be presented at the Annual Meeting other than those described in the Company's Proxy Statement.

OUR BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR
EACH OF THE NOMINEES AND FOR EACH PROPOSAL.

        The Board of Directors has fixed the close of business on June 8, 2009 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting and any continuation, postponement or adjournment thereof. If you held shares as of that date, you may vote and attend the meeting.

        Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible using one of three convenient methods: (i) by accessing the internet site described in these voting materials or the voting instruction form provided to you; (ii) by calling the toll-free number described in these voting materials; or (iii) by signing, dating and returning your proxy card. If you choose to vote via telephone or the internet, you will have a PIN number assigned to you on the proxy card that you will use to safeguard your vote. If you sign and return your proxy and come to the meeting, your proxy may be returned to you if you wish.

		By Order of the Board of Directors
Agoura Hills, California July 7, 2009		James M. Kennedy Secretary

TABLE OF CONTENTS

THQ Inc.
29903 Agoura Road
Agoura Hills, California 91301

PROXY STATEMENT
dated July 7, 2009
for
THQ's 2009 Annual Meeting of Stockholders
to be Held on August 6, 2009

INFORMATION ABOUT THE 2009 ANNUAL MEETING OF STOCKHOLDERS

WHY DID WE SEND YOU THIS PROXY STATEMENT?

        We sent you this Proxy Statement and the enclosed proxy card because our Board of Directors ("Board") is soliciting your proxy to vote at our 2009 Annual Meeting of stockholders of THQ Inc. (referred to herein as "we", "us", "THQ", or the "Company"). The Proxy Statement also gives you information on the proposals to be voted upon at the Annual Meeting, as well as other information so that you can make an informed decision. You are invited to attend the Annual Meeting to vote on the proposals, but you do not need to attend in person in order to vote. You may instead vote by mail using the enclosed proxy card, or vote by using the internet or the telephone as described in the instructions printed on your proxy card.

TIME, DATE AND PLACE OF THE ANNUAL MEETING

        Our Annual Meeting will be held at 9:00 a.m., Pacific Daylight Time, on Thursday, August 6, 2009 at The Hyatt Westlake Plaza, Playa del Sol Ballroom, 880 S. Westlake Boulevard, Westlake Village, California 91361. If you have any questions regarding this Proxy Statement or the Annual Meeting, you may direct them in writing to our Secretary at our mailing address as set forth on the cover page.

WHAT AM I VOTING ON?

        At our Annual Meeting, we are asking you to:

•

Elect seven directors;



•

Approve an amendment to the THQ Inc. Employee Stock Purchase Plan ("ESPP") to increase by 500,000 the number of shares of common stock reserved for issuance under the ESPP;



•

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2010; and



•

Conduct any other business properly brought before the meeting.

WHY ARE YOU AMENDING THE EMPLOYEE STOCK PURCHASE PLAN?

        We are amending the ESPP to increase the number of shares available for issuance by an additional 500,000 shares. The ESPP enables our employees (other than Senior Vice Presidents and above) to purchase our common stock at a discount through payroll deductions and provides continuing

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opportunities for our employees to become stockholders. It also provides an incentive for continued employment. Because we have recently amended the ESPP to limit the number of shares that employees may purchase during each offering period, we estimate that the proposed increase of shares available for issuance under the ESPP will permit current and future employees to participate in the ESPP through February 2011.

        For more information regarding the proposed amendment to the ESPP, please see "Proposal Number 2—Approval of an Amendment to the THQ Inc. Employee Stock Purchase Plan" below.

WHO CAN VOTE?

        The Board has set June 8, 2009 as the record date for the Annual Meeting. You are entitled to vote if you held our common stock, either as a stockholder of record or as a beneficial owner, as of the close of business on such date.

HOW MANY VOTES DO I HAVE?

        Each share of common stock is entitled to one vote on each of the matters presented for a vote at the Annual Meeting.

HOW MANY VOTES ARE REQUIRED TO CONDUCT THE MEETING?

        A majority of our outstanding shares of common stock as of June 8, 2009 must be represented in person or by proxy at the Annual Meeting in order to constitute a quorum for the transaction of business. As of this date, there were 67,471,659 shares of common stock outstanding and entitled to vote. Shares representing a majority, or 33,735,830, of these votes must be present. This is called a quorum. Abstentions and shares held by a broker or other nominee holding shares for a beneficial owner that are not voted on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner (a "broker non-vote") will be counted as present for purposes of determining the presence of a quorum for the Annual Meeting.

HOW DO I VOTE IN PERSON?

        Your shares may be voted at the Annual Meeting if you are present in person or represented by a valid proxy.

HOW DO I VOTE BY PROXY?

        If you properly fill in your proxy card and send it to us in time to vote, or if you vote by using the internet or vote by telephone as instructed on your proxy card, your "proxies" (Brian J. Farrell and Paul J. Pucino) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, the proxies will vote your shares as follows:

•

FOR the election of seven directors;



•

FOR the amendment to the THQ Inc. Employee Stock Purchase Plan ("ESPP") to increase by 500,000 the number of shares of common stock reserved for issuance under the ESPP; and



•

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2010.

        Even if you currently plan to attend the Annual Meeting, it is a good idea to complete and return your proxy card, or vote by using the internet or the telephone before the Annual Meeting date, just in case your plans change.

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CAN I REVOKE MY PROXY?

        Yes. You may revoke your proxy by delivering written notice, or a properly executed and later dated proxy, to our Secretary at any time prior to the close of the voting. In addition, if you attend the Annual Meeting you may vote your shares personally and revoke your previously granted proxy at that time. Attendance at the Annual Meeting will not, in itself, constitute a revocation of a previously granted proxy. If you submit a valid proxy and do not subsequently revoke it, your shares will be voted as provided on the proxy.

WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A "STREET NAME" HOLDER?

        If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares.

        If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in "street name".

HOW WILL MY SHARES BE VOTED IF THEY ARE HELD IN STREET NAME?

        If your shares are held in "street name", you should receive voting instructions with these materials from your broker or other nominee. We urge you to instruct your broker or other nominee how to vote your shares by following those instructions. If you do not give your broker or nominee instructions as to how to vote your shares, they may be voted only on matters for which the broker or nominee has discretionary authority under applicable rules. These votes, called "broker non-votes", will be counted for purposes of determining whether a quorum is present, will be counted with respect to Proposal 1 and will have no effect on Proposals 2 and 3.

WHAT VOTE IS REQUIRED FOR EACH PROPOSAL?

        Election of Directors (Proposal 1):    In the election of directors, you may vote either "for" each nominee or "withhold" your vote for each nominee. The seven nominees receiving the highest number of "for" votes will be elected as directors.

        Approval of the Amendment to the ESPP to Increase the Number of Shares Authorized for Issuance (Proposal 2):    You may vote "for", "against", or "abstain" from voting with respect to approval of the amendment to our ESPP. Approval of the amendment requires the affirmative vote of a majority of the voting shares present at the meeting in person or by proxy and voting for or against this proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

        Ratification of Deloitte & Touche (Proposal 3):    You may vote "for", "against", or "abstain" from voting with respect to the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2010. Abstentions, although counted for purposes of determining whether a quorum is present, will not be counted for any other purpose with respect to this proposal.

        All Other Matters:    All other matters being voted upon will be approved if a majority of the shares of common stock represented in person or by proxy at the Annual Meeting and entitled to vote thereon, cast affirmative votes with respect to such matters.

        If you sign and return your proxy without voting instructions, your shares will be counted as a "for" vote in favor of each nominee and "for" each other proposal.

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WHO WILL COUNT THE VOTE?

        Votes cast in person or by proxy prior to the close of voting at the Annual Meeting will be tabulated by the inspector of election appointed for the Annual Meeting. The inspector of election will (i) determine whether a quorum exists, (ii) determine the authenticity, validity and effect of proxies, and (iii) receive and count the votes of our shares of common stock.

WILL ANYTHING ELSE BE VOTED ON AT THE ANNUAL MEETING?

        Our Board knows of no matters, other than those stated above, to be presented and considered at the Annual Meeting. If, however, any other matters properly come before the Annual Meeting or any adjournments thereof, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters. The persons named in the enclosed proxy may also, if a quorum is not present, vote such proxy to adjourn the Annual Meeting from time to time.

WHERE DO I FIND THE VOTING RESULTS OF THE MEETING?

        We will announce preliminary voting results at the Annual Meeting. We will also publish the final results in the quarterly report on Form 10-Q for our quarter ending September 30, 2009, which we will file with the Securities and Exchange Commission. Once filed, you can request a copy of the Form 10-Q by contacting our Investor Relations department at (818) 871-5125. You can also get a copy on the internet at http://investor.thq.com/ or through the SEC's electronic data system, called EDGAR, at www.sec.gov.

COSTS OF SOLICITING THESE PROXIES

        We pay the expenses of preparing, printing and mailing this Proxy Statement and the proxy cards. Proxies may be solicited by our officers, directors and regular employees, without extra pay, by personal interviews, telephone, mail, e-mail or other appropriate means. We will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record and will reimburse such persons for their reasonable out-of-pocket expenses. We may also hire a proxy solicitor to assist us with the solicitation of proxies.

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PROPOSAL NUMBER 1
ELECTION OF DIRECTORS

        Our nominees for the election of directors at the Annual Meeting include six independent directors, as defined in the applicable rules for companies traded on the NASDAQ Global Select Market (NASDAQ), and our chief executive officer, Brian J. Farrell. Stockholders elect all directors annually. At the recommendation of the Nominating/Corporate Governance Committee, the Board has selected the nominees to serve as directors for the one-year term beginning at the Annual Meeting on August 6, 2009 or until their successors, if any, are elected or appointed.

        Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies received FOR the election of each nominee named in this proposal. If any director nominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy or for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

        Pursuant to THQ's Bylaws, directors shall be elected by a plurality of the votes cast in the election of the directors. In accordance with our Bylaws, since our Secretary did not receive timely and proper notice from a stockholder indicating an intention to nominate one or more candidates to compete with the Board's nominees, the election of directors is considered "uncontested" and therefore, the seven nominees nominated by the Board will be elected to the Board.

        All director nominees are currently serving on the Board. There is no family relationship between any nominee and any other nominee or executive officer of the Company. In the last fiscal year, there was one reportable business relationship between the Company and a director. See "Related Party Transactions" on page 11 for specific information as to the business relationship.

        The Board recommends that you vote "FOR" the election of each of the following nominees:

        Brian J. Farrell (age 55) has been our President and Chief Executive Officer since January 1995 and a director since March 1993. Between October 1992 and January 1995, Mr. Farrell served as our Executive Vice President and Chief Operating Officer. From July 1991 to October 1992, Mr. Farrell served as our Vice President, Chief Financial Officer and Treasurer. From 1984 until joining us, Mr. Farrell was Vice President and Chief Financial Officer of Hotel Investors Trust, a real estate investment trust. Mr. Farrell was employed by Deloitte Haskins & Sells, a predecessor of Deloitte & Touche LLP, an international accounting firm and our current auditors, from 1978 to 1984.

        Lawrence Burstein (age 66) has been a director since July 1991. Since March 1996, Mr. Burstein has served as President and a director and has been a stockholder of Unity Venture Capital Associates Ltd., a private investment company. From 1986 through March 1996, Mr. Burstein was President, a director and a principal stockholder of Trinity Capital Corporation, a private investment company. Mr. Burstein is a director of CAS Medical Systems, Inc., I.D. Systems, Inc., Atrinsic, Inc. and Millenium India Acquisition Corp.

        Henry T. DeNero (age 63) has been a director since June 2003. Since January 2001, Mr. DeNero has been an independent management consultant. From January 1999 to December 2000, he was Chairman and Chief Executive Officer of HomeSpace, Inc., an Internet company in the real estate and mortgage services business. From July 1995 to December 1998, he was Executive Vice President of First Data Corporation, a computer services company. From June 1994 to June 1995, Mr. DeNero was an independent management consultant. From April 1992 to April 1994, he was Vice Chairman and Chief Financial Officer of Dayton Hudson Corporation (now Target Corporation), a general merchandise retailer. From 1973 to 1992, he was

5

with the management consulting firm, McKinsey & Company, Inc., first as an associate and later as a principal (junior partner) and then a director (senior partner) of the firm. Mr. DeNero is also a director of Western Digital Corporation and Vignette Corporation.

        Brian P. Dougherty (age 52) has been a director since November 2002. Mr. Dougherty is the founder and Chief Executive Officer of AirSet, Inc. (formerly Airena, Inc.), a software development company. Prior to AirSet he was the Chairman and Chief Technology Officer of Wink Communications, a provider of end-to-end interactive television services to the cable and satellite industries that he founded in 1995 and sold to Liberty Media in 2002. Mr. Dougherty also founded Geoworks in 1983; over his ten year tenure as Chief Executive Officer of Geoworks, the company developed video games for consoles and PCs, productivity software and operating systems for PCs, and operating systems and applications for mobile phones. His first company, Imagic, developed games for various consoles including Atari, Intellivision, Colecovision, and Commodore 64, and was purchased by Activision in 1984. Mr. Dougherty has a BS in Electrical Engineering and Computer Science from UC Berkeley. Mr. Dougherty is a board member of AirSet, Inc.

        Jeffrey W. Griffiths (age 58) has been a director since October 2005. Since September 2006, Mr. Griffiths has served as the President and Chief Executive Officer of Lumber Liquidators, a national retailer of hardwood flooring. Mr. Griffiths was President and Chief Executive Officer of video game retailer Electronics Boutique Holdings Corp. ("EB") from 2001 through 2005, when EB merged with GameStop Corp. Mr. Griffiths' career at EB spanned more than 20 years. He served as Vice President and Senior Vice President of Merchandising, Marketing and Distribution for EB from 1987 to 1996 and from 1996 to 2001, respectively. Mr. Griffiths also served as a director of EB from 2001 to 2005 and of Game PLC, formerly Electronics Boutique PLC, from 1995 to 1997. Mr. Griffiths holds an MBA from Temple University and a BA from Albright College. He serves on the board of Trustees of Albright College and the board of directors of the Philadelphia Academies Inc. and Lumber Liquidators.

        Gary E. Rieschel (age 53) joined our Board as a director in January 2007. Mr. Rieschel has more than 25 years of operating and investing experience in the information technology industry. He is the founder of Qiming Venture Partners, a $500 million fund that invests in early stage Chinese companies. Mr. Rieschel also founded SOFTBANK Venture Capital/Mobius Venture Capital, a $2 billion fund based in the United States, which invested in more than 50 technology companies during Mr. Rieschel's tenure. Prior to his years as a venture capitalist, Mr. Rieschel held senior executive positions at Cisco Systems, Intel Corporation, Sequent Computer Systems and nCUBE.

        James L. Whims (age 54) has been a director since April 1997. Since 1996, Mr. Whims has been a Managing Director of TechFund Capital I, L.P., TechFund Capital II, L.P., and since 2001, TechFund Capital Europe, venture capital firms concentrating on high-technology enterprises. From 1994 to 1996, Mr. Whims was Executive Vice President of Sony Computer Entertainment of America. Mr. Whims is also a board member of Synaptics Inc. and numerous private company boards. Mr. Whims holds an MBA from the University of Arizona and a BA from Northwestern University.

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CORPORATE GOVERNANCE

The Role of the Board of Directors

        It is the paramount duty of our Board to oversee management in the long-term interests of THQ and our stockholders. To satisfy that duty, the Board takes an active role in THQ's affairs and serves as the ultimate decision-making body of THQ, except for those matters reserved to or shared with the stockholders. The Board's responsibilities include:

•

Reviewing the performance of our Chief Executive Officer and other senior executives in achieving corporate goals and objectives;



•

Hiring and determining the compensation of the Company's Chief Executive Officer and other executive officers, as well as implementing the Board-approved CEO succession plan;



•

Reviewing and approving our major financial objectives and strategic operating plans, business risks and actions; and



•

Overseeing the processes for maintaining our integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics.

        In fulfilling these responsibilities, directors bring to THQ a wide range of experience, knowledge and judgment. These varied skills mean that the Board has the ability to effectively monitor the policies and decisions of THQ's management, including the execution of THQ's strategies.

        The Board has adopted Corporate Governance Guidelines for the Company, which may be viewed in the corporate governance section of our investor relations website at http://investor.thq.com.

Board Composition

        There are currently seven Board members. Each member of our Board is elected annually and serves until his or her successor is elected or appointed. As required by NASDAQ's listing standards, a majority of the members of our Board qualify as "independent". Our Board consults with our legal counsel to ensure that its determinations are consistent with all relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in pertinent listing standards of NASDAQ. Consistent with these considerations, the Board has affirmatively determined that all members of our Board are independent other than Mr. Farrell, our Chief Executive Officer.

Board Meetings

        The Board holds regularly-scheduled quarterly meetings. In addition, special meetings of the Board may be called at any time to address specific needs of THQ. In the fiscal year ended March 31, 2009 ("fiscal 2009"), there were seven meetings of the Board held in person or by telephone conference call. The independent directors of the Board meet in executive session (i.e., without non-independent directors or members of management present) at each regularly-scheduled quarterly Board meeting and at any other time requested by an independent director. All directors except Mr. Dougherty attended at least 75% of the Board meetings and meetings of the committees on which they served during fiscal 2009. Mr. Dougherty attended 71% of the Board meetings and 74% of the meetings of the committees on which he served in fiscal 2009. Mr. Dougherty's attendance at Board meetings and meetings of the committees on which he served was less than 75% due to the fact that he missed a Board meeting, Compensation Committee meeting and Nominating/Corporate Governance Committee meeting on both July 31, 2008 (when he was travelling outside of the United States) and January 20-21, 2009 (when he was attending the Presidential inauguration). Mr. Dougherty attended 95% (19 out of 20) of the remainder of the Board meetings and meetings of the committees on which he served during fiscal 2009.

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Committees of the Board of Directors

        The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating/Corporate Governance Committee. Each committee of the Board consists entirely of independent directors. Members of the individual standing committees are named on the following chart:

*

Committee Chairperson

        Each committee is governed by a charter, which is intended to assure that the Board will have the necessary authority and practices in place to review and evaluate the Company's business operations and to make decisions that are independent of the Company's management. The committee charters are reviewed periodically and updated as necessary to reflect changes in regulatory requirements and evolving oversight practices. The charter for each committee of the Board may be viewed in the corporate governance section of our investor relations website at http://investor.thq.com.

        Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities.

        Audit Committee.    The Audit Committee assists the Board in its oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of the Company. The Audit Committee's role includes the appointment, compensation, retention and oversight of our independent registered public accounting firm. Additional primary responsibilities of the Audit Committee include the review of the effectiveness of our internal controls over financial reporting, review and approval of proposed related party transactions, review of procedures for complaints by Company employees regarding accounting, internal accounting controls or audit matters, and oversight of the Company's internal audit function. The specific responsibilities and functions of the Audit Committee are delineated in the Audit Committee Charter. The Board has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. In addition, the Board has determined that Mr. DeNero is an "audit committee financial expert" as defined by Securities and Exchange Commission ("SEC") rules.

        Compensation Committee.    The primary responsibilities of the Compensation Committee are to: (i) review and make recommendations to the Board with respect to compensation of our executive officers; (ii) oversee and advise the Board on the adoption of policies that govern the Company's compensation programs; (iii) oversee the Company's administration of its stock-based compensation and other benefit plans; and (iv) approve grants of stock-based compensation awards. The Compensation Committee's role includes reviewing, discussing, and recommending to the Board that the Compensation Discussion and Analysis be included in the Company's proxy statement, as required by SEC rules. The specific responsibilities and functions of the Compensation Committee are delineated in the Compensation Committee Charter.

        Nominating/Corporate Governance Committee.    The principal responsibilities of the Nominating/Corporate Governance Committee with respect to nominating functions are to establish criteria for candidates for the Board, establish a process for identifying and evaluating candidates for the Board,

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recommend candidates to the Board as director nominees, adopt policies for recommendation to the Board with regard to the consideration of candidates recommended by stockholders, evaluate the size of the Board, and evaluate the structure, operation and membership of committees of the Board. With respect to corporate governance functions, the Nominating/Corporate Governance Committee reviews and assesses the adequacy of our corporate governance policies and recommends changes to the Board, reviews related-party transactions for conflicts of interest, reviews and assesses our governing documents and annually assesses the effectiveness of the operation of the Board and its committees. The specific responsibilities and functions of the Nominating/Corporate Governance Committee are delineated in the Nominating/Corporate Governance Committee Charter.

Director Nomination Process

        In evaluating nominees for directors to recommend to the Board, the Nominating/Corporate Governance Committee will take into account many factors within the context of the characteristics and needs of the Board as a whole. While the specific needs of the Board may change from time to time, all nominees for director are considered on the basis of the following qualifications:

•

the highest level of personal and professional ethics and integrity;



•

practical wisdom and mature judgment;



•

broad training and significant leadership experience in business, entertainment, technology, finance, corporate governance, public interest or other disciplines relevant to our long-term success;



•

a willingness to represent the best interests of all our stockholders and objectively appraise management's performance; and



•

the ability to provide different perspectives on issues presented to the Board, including through diversity of professional experience, race, gender, age and national origin.

        In determining whether to recommend a director for re-election, the Nominating/Corporate Governance Committee will also consider the director's tenure on the Board, past attendance at meetings, participation in and contributions to the activities of the Board, and continued independence (including any actual, potential or perceived conflicts of interest), as well as changes in the director's principal occupation or professional status.

        Stockholders may nominate a director in accordance with the notice provisions set forth in THQ's Bylaws. In order for a stockholder to properly nominate a director for consideration at an annual meeting of stockholders, a proponent must include certain information about itself, including the proponent's address and stock ownership information, and a representation that the proponent intends to appear in person or by proxy at the annual meeting to propose such nomination. Additionally, information is required to be provided about a beneficial owner on whose behalf a nomination is made, including: (a) detailed ownership information regarding the beneficial owner; (b) a description of any agreement, arrangement or understanding with respect to the nomination between or among such beneficial owner and any other person, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of the Securities Exchange Act of 1934, as amended ("Exchange Act") Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable to the stockholder or beneficial owner); (c) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the notice by, or on behalf of, such beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class of THQ's capital stock, or increase or decrease the voting power of the stockholder or beneficial owner with respect to shares of THQ's stock; and (d) a representation whether the beneficial owner will engage in a solicitation with respect to the nomination and, if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation and whether such

9

person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the THQ's outstanding capital stock required to nominate the director proposed by the stockholder. THQ may also require any proposed nominee to furnish such other information as may reasonably be required by THQ to determine the eligibility of such proposed nominee to serve as a director, including information relevant to a determination whether such proposed nominee can be considered an independent director. All information must be updated by the proponent as of the record date for the annual meeting and as of 5 business days prior to the annual meeting.

        In addition to the above-mentioned requirements, in order for a stockholder to nominate a director for election at an annual meeting, advance notice must be delivered to our Secretary not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the date on which public announcement (as defined below) of the date of such meeting is first made by THQ.

        The advance notice provisions described above are qualified in their entirety by reference to THQ's Bylaws.

        We do not currently pay a fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential director nominees.

Board Governance

        The Board has adopted the following policies with respect to its governance:

        Service on Boards of Other Companies.    Directors are encouraged to limit the number of other boards on which they serve, taking into account potential board attendance, participation and effectiveness on these boards. Non-employee directors may not serve simultaneously on more than four public company boards in addition to the Company's Board. The Company's Chief Executive Officer may only serve on one public company board in addition to the Company's Board. Directors should also advise the Chairman of the Board and the Chairman of the Nominating/Corporate Governance Committee in advance of accepting an invitation to serve on another board.

        Directors Who Change Their Present Job Responsibilities.    If a non-employee director changes his or her occupation or retires from his or her principal employment, such director is required to submit a letter of resignation to the Chairman of THQ's Board. Action on such conditional offer of resignation is by Board resolution, upon recommendation of the Nominating/Corporate Governance Committee.

        Director Education.    Serving on the Board requires significant time and attention and each of the directors is expected to devote the time and effort necessary to understand the business of the Company and to properly discharge such director's responsibilities. The Company requires its newly elected directors to attend an initial orientation program and thereafter requires that directors attend at least one continuing education program each year to assist them in performing their Board responsibilities.

        Attendance at Annual Stockholder Meetings.    Each director is strongly encouraged to attend the Company's annual meeting of stockholders. In 2008, Brian Farrell, our Chairman, President and Chief Executive Officer, and five other directors attended the annual stockholder meeting.

Director Stock Ownership Guidelines

        On May 13, 2008, the Board adopted ownership guidelines for non-employee director stock ownership. The guidelines provide that a non-employee director must own an amount of the Company's

10

common stock equal to at least ten times (10X) a director's annual base retainer, which is currently $24,000. Therefore the current guideline threshold for stock ownership by non-employee directors is $240,000. Our current directors have five years to meet these ownership guidelines from the time of adoption. New directors will have five years from the time they are named to a qualifying position to meet the ownership guidelines. Although the current directors are not required to meet the ownership guidelines until May 13, 2013, as of June 8, 2009, Lawrence Burstein, Brian P. Dougherty and James L. Whims each held more than $240,000 worth of the Company's common stock, based upon the closing price of our common stock on such date, which was $8.02 per share.

RELATED PARTY TRANSACTIONS

        As a general matter, it is the Company's preference to avoid related party transactions. Current SEC rules define a related party transaction to include any transaction, arrangement or relationship in which the Company is a participant and in which any of the following persons has or will have a direct or indirect interest:

•

an executive officer, director or director nominee of the Company;



•

any person who is known to be the beneficial owner of more than 5% of the Company's common stock;



•

any person who is an immediate family member (as defined under Item 404 of Regulation S-K) of an executive officer, director or director nominee or beneficial owner of more than 5% of the Company's common stock; or



•

any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person, together with any other of the foregoing persons, has a 5% or greater beneficial ownership interest.

        The Company's Audit Committee charter includes a written policy whereby in the event such a transaction is proposed, it must be submitted to and approved by the Audit Committee. Additionally, the Company's Nominating/Corporate Governance Committee charter requires such committee to review related party transactions for conflicts of interest and to approve any such transactions.

        On an annual basis, each director and executive officer is required to complete a questionnaire, which requires disclosure of any transactions that the director or executive officer, or his or her immediate family members or associates, may have with the Company in which the director or executive officer, or his or her immediate family members or associates, has a direct or indirect material interest. The Audit Committee, which is responsible for reviewing and approving any related party transactions, considers the responses in the questionnaires and other information regarding potential relationships between the Company and its directors and executive officers. Additionally, the Company's Code of Business Conduct and Ethics includes a written policy that prohibits its directors and officers from engaging in activities that could give rise to an actual or potential conflict of interest with the Company.

        In fiscal 2009, both the Audit Committee and the Nominating/Corporate Governance Committee reviewed and approved a related party transaction involving one of the Company's directors, Gary E. Rieschel. Mr. Rieschel recused himself from the discussion (other than answering questions from the committees) and resolutions regarding this transaction. In August 2008, the Company formed a joint venture with Ice Entertainment, Inc., a Delaware company that is wholly-owned by ICE Entertainment Limited, a Cayman Islands exempted company ("ICE"). Mr. Rieschel is a director of both THQ and ICE. Additionally, he is the managing director of a venture fund that owns approximately 15% of ICE.

        The joint venture, THQ*ICE LLC, ("THQ*ICE") is a Delaware limited liability company that was formed for the initial purpose of operating online games in North America. THQ owns 50% of the membership interests in THQ*ICE and ICE Entertainment, Inc. owns 50% of the membership interests.

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THQ made an initial capital contribution of $3,500,000 to THQ*ICE during fiscal 2009. ICE contributed $500,000 to THQ*ICE and also assigned to THQ*ICE (i) certain intellectual property, and (ii) its rights under the license agreement between ICE and Barunson Interactive Co., Ltd. to operate the game Dragonica™ Online in North America.

        Because Mr. Rieschel has an indirect interest in the related party transaction through his management of the venture fund that owns 15% of ICE, THQ can not calculate the approximate dollar value of the amount of his interest in the transaction.

        There were no other related party transactions reported in fiscal 2009.

CHARTERS AND CODES OF ETHICS

        The Board has adopted charters for each of its committees, and has adopted a Code of Ethics for Executive Officers and Other Senior Financial Officers as well as a Code of Business Conduct and Ethics for directors, officers and employees of THQ (the "Codes"). The charters and the Codes are available on the investor relations section of our web site at http://investor.thq.com. We will post amendments to our charters and Codes on our website as well as disclose any waivers granted under the Codes. Copies of our charters and Codes are available without charge by contacting our Investor Relations department at (818) 871-5125.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

        We invite stockholders to communicate any concerns they may have about our Company directly and confidentially with the non-management directors as a group by writing to the Non-Management Directors, c/o Secretary, THQ Inc., 29903 Agoura Road, Agoura Hills, CA 91301. Such communications shall be delivered by the Secretary directly to the chairman of the Nominating/Corporate Governance Committee.

DIRECTOR COMPENSATION

        Brian J. Farrell received no compensation for serving as a director, except that he, like all directors, is eligible to receive reimbursement of any expenses incurred in attending Board and committee meetings. He is not listed in the table below since he is also a named executive officer and his compensation is fully reflected in the Summary Compensation Table on page 30 herein.

        The compensation of each other director of the Company during fiscal 2009 was as follows:

(1)

These amounts represent annual retainer fees, committee and/or chairmanship fees, and meeting fees, as described in the narrative disclosure below.

(2)

Amounts disclosed under "Stock Awards" and "Option Awards" represent the stock-based compensation expense recognized for financial statement reporting purposes pursuant to FAS 123(R) rather than an amount paid to or realized by the director. Because we expense our equity awards over the vesting periods, the expense recognized for each director in fiscal 2009 includes

12

expense related to equity awards granted in fiscal 2008, and does not include all expense associated with the fiscal 2009 awards, some of which will be recognized in fiscal 2010. The grant date fair value of the Stock Awards for each director was $61,479 and the grant date fair value of the Option Awards for each director was $52,574. See Note 16 to the Company's consolidated financial statements included in its Form 10-K for the fiscal year ended March 31, 2009 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FAS 123(R). There can be no assurance that the FAS 123(R) amounts will ever be realized.

(3)

As of March 28, 2009, the last day of fiscal 2009, the aggregate number of equity awards outstanding was as follows: Mr. Burstein—68,314 exercisable options, 5,000 unexercisable options, and 1,350 unvested DSUs; Mr. DeNero—76,752 exercisable options, 5,000 unexercisable options, and 1,350 unvested DSUs; Mr. Dougherty—76,752 exercisable options, 5,000 unexercisable options, and 1,350 unvested DSUs; Mr. Griffiths—43,000 exercisable options, 5,000 unexercisable options, and 1,350 unvested DSUs; Mr. Rieschel—25,000 exercisable options, 5,000 unexercisable options, and 1,350 unvested DSUs; and Mr. Whims—76,752 exercisable options, 5,000 unexercisable options, and 1,350 unvested DSUs.

Narrative Disclosure to Director Compensation Table

        Our directors receive compensation for their service only if they are not THQ employees. Mr. Farrell therefore receives no compensation for serving as a director. During fiscal 2009, each non-employee director received an annual retainer of $24,000 and an equity grant of 12,000 stock options and 4,050 Deferred Stock Units ("DSUs"). Pursuant to the Board policy that provides that all non-employee directors will receive their annual grants on the date of the annual stockholders meeting, the equity awards were granted to the directors on July 31, 2008. The option grants have an exercise price of $15.18, which was the closing price of THQ's common stock on the grant date. The stock options and DSUs vest monthly over a 12-month period, but the DSUs are not subject to conversion into common stock and released to a director until the 13-month anniversary of the award date.

        Directors receive the following additional amounts:

•

an annual retainer of $20,000 for the Audit Committee chairman;



•

an annual retainer of $10,000 for each other Board committee chair;



•

a per meeting fee of $1,500 for attendance at each Board meeting; and



•

a per meeting fee of $1,000 for attendance at each committee meeting.

        Additionally, the Board has adopted the following policies with respect to director compensation:

•

the grant date fair value of the annual equity grants of DSUs shall be capped at $125,000;



•

annual cash retainers may be converted into additional DSUs at the rate of $1 cash for $1 grant date fair value in DSUs, but only if the grantee irrevocably elects to defer payment of the DSUs settlement until a date which is 13 months following the conversion of the cash retainer into DSUs settlement. None of the directors converted their cash retainers into DSUs during fiscal 2009.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDERS

        The following table shows, as of June 8, 2009, the number of shares of THQ common stock owned by beneficial owners known to us to hold more than 5% of our common stock. As of June 8, 2009, there were 67,471,659 shares of our common stock outstanding. We only have one class of common stock.

(1)

Based on information contained in a report on Schedule 13F-HR dated and filed with the SEC on May 14, 2009 by OppenheimerFunds, Inc. ("Oppenheimer"). Oppenheimer reported sole voting authority with respect to 9,994,117 shares.

(2)

Based on information contained in a report on Schedule 13F dated May 12, 2009 and filed with the SEC on May 14, 2009 by Barclays Global Investors UK Holdings Limited ("Barclays") on behalf of itself and the following Other Included Managers: Barclays Global Investors Ltd, Barclays Global Investors, N.A., Barclays Global Fund Advisors, Barclays Global Investors Australia Ltd, Barclays Global Investors Canada Ltd, Barclays Global Investors Japan Ltd, and Barclays Global Investors (Deutschland) AG. Barclays reported sole voting authority with respect to 3,762,960 shares and no voting authority with respect to 275,595 shares.

(3)

Based on information contained in a report on Schedule 13F dated May 5, 2009 and filed with the SEC on May 12, 2009 by Columbia Wanger Asset Management, L.P. ("Columbia"). Columbia reported sole voting authority with respect to 3,235,000 shares and no voting authority with respect to 180,000 shares.

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BENEFICIAL OWNERSHIP OF MANAGEMENT

        The following table sets forth certain information with respect to beneficial ownership of our shares of common stock as of June 8, 2009 by each of our director nominees and current executive officers and by all director nominees and current executive officers as a group. As of June 8, 2009, there were 67,471,659 shares of our common stock outstanding. Unless otherwise indicated below, each individual named in the table has sole voting power and sole investment power with respect to all of the shares beneficially owned, subject to community property laws, where applicable.

*

Less than 1%.

(1)

The address for each individual is c/o THQ Inc., 29903 Agoura Road, Agoura Hills, California 91301.

(2)

Includes 502,289 shares of common stock issuable upon exercise of options exercisable within 60 days, 34,791 common shares of performance accelerated restricted stock ("PARS"), 4,667 shares of common stock issuable upon expiration of deferral period for vested performance accelerated restricted stock units ("PARSUs"), 50,000 shares of common stock held of record by the Denise M. Farrell 2009 Grantor Retained Annuity Trust ("GRAT"), 50,000 shares of common stock held of record by the Brian J. Farrell 2009 GRAT, and 391,797 shares of common stock held of record by the Farrell Family Trust dated June 27, 2007.

(3)

Includes 64,876 shares of common stock issuable upon exercise of options exercisable within 60 days.

(4)

Includes 64,876 shares of common stock issuable upon exercise of options exercisable within 60 days, 4,050 shares of common stock issuable upon expiration of deferral period for vested PARSUs, and 8,100 shares of common stock issuable upon expiration of deferral period for vested deferred stock units ("DSUs").

(5)

Includes 64,876 shares of common stock issuable upon exercise of options exercisable within 60 days and 30,764 shares of common stock held of record by The Anna M. Lijphart and Brian P. Dougherty Living trust u/t/a dated August, 1995.

(6)

Includes 48,000 shares of common stock issuable upon exercise of options exercisable within 60 days, 4,050 shares of common stock issuable upon expiration of deferral period for vested PARSUs, and 8,100 shares of common stock issuable upon expiration of deferral period for vested DSUs.

(7)

Includes 30,000 shares of common stock issuable upon exercise of options exercisable within 60 days and 6,075 shares of common stock issuable upon expiration of deferral period for vested DSUs.

(8)

Includes 64,876 shares of common stock issuable upon exercise of options exercisable within 60 days, 4,050 shares of common stock issuable upon expiration of deferral period for vested PARSUs, 8,100 shares of common stock issuable upon expiration of deferral period for vested DSUs and 224 shares of common stock held of record by TechFund Capital L.P. ("TechFund"). Mr. Whims is a managing member of the general partner of TechFund and accordingly may be deemed to share beneficial ownership of the shares of common stock held of record by TechFund. Mr. Whims disclaims beneficial ownership of such shares.

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(9)

Includes 11,667 shares of common stock issuable upon exercise of options exercisable within 60 days.

(10)

Includes 88,837 shares of common stock issuable upon exercise of options exercisable within 60 days.

(11)

Includes 153,651 shares of common stock issuable upon exercise of options exercisable within 60 days and 9,940 common shares of PARS.

(12)

Includes 127,167 shares of common stock issuable upon exercise of options exercisable within 60 days

(13)

Includes 190,533 shares of common stock issuable upon exercise of options exercisable within 60 days and 12,425 common shares of PARS.

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EXECUTIVE OFFICERS

        As of July 7, 2009, our executive officers are Brian J. Farrell, Danny Bilson, Doug Clemmer, Ian Curran, Steve Dauterman, James M. Kennedy and Paul J. Pucino. Information with respect to Mr. Farrell is set forth above in "Election of Directors". All of our executive officers are appointed by and serve at the discretion of the Board.

        Danny Bilson (age 52) was appointed our Executive Vice President, Core Games in June 2009. In this role, Mr. Bilson is responsible for our core-gamer, fighting and racing games business unit. Mr. Bilson previously served as our Senior Vice President, Creative Development since October 2008 and prior to that as our Vice President of Creative Development since he joined the Company in February 2008. Prior to joining the Company, Mr. Bilson was a principal in his own production company, Pet Fly, where he wrote, directed and produced original television series and pilots for major Hollywood studios such as Warner Bros./CBS, Warner Bros./ABC, Paramount/NBC/First Run Syndication and Paramount/UPN and also wrote and produced several feature films. Mr. Bilson was employed by Electronic Arts from 1999 through 2004, where he co-produced The Sims and went on to become Vice President Intellectual Property Development providing creative direction, concept design, story and scripts for several major Electronic Arts franchises. Danny has been a member of the faculty of the USC School of Cinematic arts since 2005, where he leads the interactive fiction section.

        Douglas C. Clemmer (age 50) was appointed our Executive Vice President, Kids/Family/Casual Games in June 2009. In this role, Mr. Clemmer is responsible for our kids, family and mass appeal games business unit. Mr. Clemmer previously served as a Senior Vice President of the Company and President of our both our Valusoft and our wireless divisions. Prior to THQ's acquisition of Valusoft in 2003, Mr. Clemmer founded and sold several companies, including Radix, a hardware distribution company that was sold to Microware Distributors and One Source Marketing, a company representing several well-known video game publishers (Sega, Virgin, Compton's and Ubisoft among others).

        Ian Curran (age 42) was appointed Executive Vice President, Global Publishing in June 2009. He previously served as our Executive Vice President, International from July 2007 and our Senior Vice President, International Publishing from December 2004. In his current role, Mr. Curran is responsible for overseeing our worldwide sales and distribution activities. Prior to June 2009, Mr. Curran was responsible for overseeing all of THQ's sales and distribution activities outside of North America. From October 2003 to December 2004, Mr. Curran served as Vice President, European Publishing and prior to this, between October 2000 and October 2003, was Managing Director responsible for all the publishing activities within the United Kingdom and Export divisions. From December 1998 to September 2000, Mr. Curran served as UK General Manager for Acclaim Entertainment Ltd. and was responsible for all sales, marketing and finance activities and between January 1997 and December 1998 his responsibilities for Acclaim were carried out in the capacity as UK Sales Director. Prior to joining Acclaim, between October 1995 and January 1997, Mr. Curran served as Head of European Sales for Warner Interactive International (Time Warner Inc.) and between November 1992 and November 1994 Mr. Curran was employed as Buying Director for Future Zone Stores Limited (Part of Rhino Group PLC—now trading as Game PLC). While in this position, his responsibilities included being a member of the main board of directors.

        Steven F. Dauterman (age 44) was appointed our Senior Vice President, Online in June 2009. In this role, Mr. Dauterman is responsible for our online division. Mr. Dauterman previously served as our Senior Vice President, Product Development since 2005. In this role, he oversaw the product development in the Asia Pacific Region, the Company's initiatives in online product development in Asia and the Company's outsourcing initiatives in Asia. From 2003 to 2004, Mr. Dauterman served as Vice President and General Manager of THQ Studio Australia. Prior to joining THQ in 2003, Dauterman was Vice President at

17

Electronic Arts from 1999 to 2002 where he was responsible for starting Electronic Arts' internal studio in Australia and leading their Chertsey studio in the United Kingdom. Mr. Dauterman's initial start in the video games industry was when he joined Lucasfilm Games/LucasArts Entertainment Company where he worked from 1989 to 1999 in various roles. In 1992 he was made Director of Product Development at LucasArts Entertainment Company. Mr. Dauterman graduated from the University of Colorado Boulder in 1986 with a B.S. degree in Accounting.

        James M. Kennedy (age 49) was appointed our Executive Vice President, Business and Legal Affairs in October 2004. From January 2003 to October 2004 he was the Senior Vice President, Business and Legal Affairs. He has been the Company's Secretary since August 2003. From March 2000 to January 2003, Mr. Kennedy was an adjunct professor and lecturer at the undergraduate and law school levels in the San Francisco Bay Area. From July 1995 to March 2000, Mr. Kennedy was employed at Electronic Arts Inc., an entertainment software developer and publisher, serving initially as Assistant General Counsel and from November 1995 through March 2000 as Vice President of Business Affairs. From July 1989 to July 1995, Mr. Kennedy served in executive positions at a variety of entertainment and software companies, including Mindscape, Inc., Lucas Digital Ltd., and LucasArts Entertainment Company. Between September 1984 and July 1989, Mr. Kennedy was employed as an attorney with the law firm of Gibson, Dunn & Crutcher. Mr. Kennedy holds a bachelor's degree from Princeton University, a J.D. from Boston College Law School, and an MBA in strategic leadership from Dominican University of California.

        Paul J. Pucino (age 48) was appointed our Executive Vice President and Chief Financial Officer in January 2009. From August 2007 through March 2008, Mr. Pucino was executive vice president and Chief Financial Officer of Classmates Media Corporation, a wholly-owned subsidiary of United Online. From 2005 to 2007, Pucino was Chief Financial Officer of publicly traded internet services company Digital Insight, which was merged with Intuit in February 2007. From May 2000 to January 2005, Mr. Pucino served as executive vice president and Chief Financial Officer of Tekelec, a publicly traded developer of internet and telecommunications networking equipment. Mr. Pucino earned a Bachelor's degree in Accounting from the University of Tampa and an MBA in Finance from the University of Chicago.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

        The following Compensation Discussion and Analysis describes the material elements of our executive compensation program during our fiscal year ended March 31, 2009 ("fiscal 2009"). Later in this proxy statement under the heading "Executive Compensation" you will find a series of tables containing specific information about the compensation earned or paid in fiscal 2009 to the following individuals, whom we refer to as our named executive officers:

•

Brian J. Farrell, our Chairman, President and Chief Executive Officer

•

Paul J. Pucino, our Executive Vice President and Chief Financial Officer

•

Colin Slade*, who served as our Chief Financial Officer from February 2008 until November 2008

•

Rasmus van der Colff**, who served as our Interim Chief Financial Officer from November 2008 through January 2009

•

Ian Curran, our Executive Vice President, International (appointed Executive Vice President, Global Publishing in fiscal 2010)

•

Scott Guthrie***, who served as our Executive Vice President, Publishing during fiscal 2009

•

James M. Kennedy, our Executive Vice President, Business and Legal Affairs

*

Mr. Slade served as our Chief Financial Officer through November 2008. He has been on an unpaid leave of absence since November 21, 2008.

**

Mr. van der Colff was hired in May 2007 as our Vice President, Corporate Controller. Although he served as our Interim Chief Financial Officer during a portion of fiscal 2008 and a portion of fiscal 2009 and thus compensation paid to him in both years is disclosed herein, this discussion focuses on our executive compensation program, which applies to officers of the Company who have a title of Senior Vice President and higher, and not our compensation program for non-executive officers of the Company, such as Mr. van der Colff. Mr. van der Colff resigned from the Company on March 6, 2009.

***

Mr. Guthrie served as our Executive Vice President, Publishing during fiscal 2009, but resigned from the Company on May 26, 2009 (during fiscal 2010).

        This Compensation Discussion and Analysis explains all material elements of our executive compensation program during fiscal 2009 and describes the following with respect to such program: the objectives of our program; what the program is designed to reward; each element of executive compensation; why we choose to pay each element; how we determine the amount (and, where applicable, the formula) for each element to pay; and how each compensation element and our decisions regarding that element fit into our overall executive compensation objectives and affect decisions regarding other elements. Our executive compensation program applies to officers who have title of Senior Vice President or higher.

Objectives of our Compensation Program

        The overall objectives of our executive compensation program are (i) to attract and retain key executive talent needed to achieve the Company's business objectives, and (ii) to establish an appropriate link between executive compensation and achievement of the Company's strategic and financial performance goals, including the enhancement of stockholder value. To that end, our compensation program is designed to:

•

Offer competitive base salaries, taking into account the pay practices of other companies with which we compete for talented executives;

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•

Emphasize a pay-for-performance philosophy through annual cash bonus opportunities designed to reward executives for achievement of annual corporate financial performance goals as well as individual goals; and



•

Use stock-based incentives to motivate executives to focus on long-term strategic objectives, to align the interests of management with those of our stockholders and to provide opportunities for management to share in the benefits that they achieve for the Company's stockholders.

        All of our named executive officers, other than Mr. Farrell and Mr. Curran, serve "at will". Mr. Farrell is employed by THQ pursuant to an employment agreement, which is described in detail under the heading "Employment Agreements" on page 33. Mr. Curran is employed by THQ in the United Kingdom (UK). Under UK law, we are required to provide each of our UK employees with a statement of the main terms and conditions of employment ("Statement"). Pursuant to Mr. Curran's Statement, both he and the Company must provide the other with 12 months notice in writing in order to terminate his employment with the Company, except in the case of gross misconduct by Mr. Curran, as defined under UK law. Mr. Curran's Statement is described further on page 34.

        As described in more detail below, the material elements of our current executive compensation program include a base salary, an annual cash bonus opportunity, a long-term equity incentive opportunity, an opportunity to save for post-employment compensation through 401(k) retirement benefits and a deferred compensation program, and severance and change-in-control protection for certain actual or constructive terminations of the executive officers' employment.

        The recent economic downturn and Company performance has influenced our compensation decisions for fiscal 2009 and for our current fiscal year, fiscal 2010. During fiscal 2009, we restructured our business, implemented cost-cutting measures and committed to managing costs aggressively going forward. As discussed further below, the continued adverse economic conditions were considered in connection with fiscal 2009 compensation and with the setting of fiscal 2010 compensation. For example, we did not pay performance-based cash bonuses for fiscal 2009 and for fiscal 2010 we did not offer customary annual merit increases to our employees, including our executive officers. These actions demonstrate our continuing emphasis on pay-for-performance.

        How Total Compensation is Determined.    The Compensation Committee has responsibility for establishing and implementing the Company's compensation philosophy and objectives. The Compensation Committee, which is comprised exclusively of independent directors, oversees all compensation and benefit programs and actions that affect our named executive officers. The Compensation Committee also recommends to the Board the salaries, annual cash bonuses and long-term incentive awards for our executive officers. In order to achieve the objectives of our executive compensation program, the members of the Compensation Committee, with the assistance of our external compensation consultant, Frederic W. Cook & Co., Inc. ("Frederic Cook"), collect and analyze competitive market data on a bi-annual basis. The goal of this process is to set compensation at levels the Compensation Committee believes are competitive with amounts paid to executive officers in comparable positions at other similar-size companies in the videogame, entertainment and consumer-related software industries, which we refer to as the "comparable companies". We compare the compensation data to our executives' compensation by similarity of position. We recognize that while objective data is a good starting point for determining appropriate compensation, there may be circumstances that warrant an adjustment or deviation from the market data. For example, an executive at THQ may have broader or narrower duties than the position to which he or she is being compared in the compensation assessment. We take this into consideration and make appropriate judgments with regard to compensation levels. Other considerations may include individual performance, difficulty of replacing the executive, retention needs, tenure or importance of institutional knowledge held by the executive. Our comparable companies include:

The information we used was gathered from public filings, such as proxy statements, filed by the comparable companies.

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        Role of Independent Compensation Consultants in Compensation Decisions.    The Compensation Committee has engaged Frederic Cook as an independent compensation consultant to advise the Compensation Committee on executive compensation matters. Frederic Cook reports directly to the Compensation Committee on this assignment. A representative of Frederic Cook attends meetings as requested by the Compensation Committee and provides advice directly to the Compensation Committee.

        Role of Executive Officers in Compensation Decisions.    Our management provides on-going recommendations to the Compensation Committee regarding our compensation programs. The recommendations include executive compensation plans and designs, as well as performance goals for annual cash bonuses. Our management provides its recommendations in conjunction with, and based on, general market information as well as information gathered from Frederic Cook and from internal resources, with the objective of aligning the design and operation of our compensation programs with our business strategies and objectives. In appropriate circumstances, the Compensation Committee, in its discretion, considers the recommendations of Mr. Farrell, our chief executive officer, in setting executive compensation. The Compensation Committee, however, makes all determinations regarding executive compensation to recommend to the Board, and neither Mr. Farrell nor any other executive officer is involved in the determination of his own compensation. At the invitation of the Compensation Committee, members of senior management attend meetings and make presentations to the Compensation Committee.

The Elements of THQ's Compensation Program

        Total direct compensation at THQ is comprised of three main elements:

•

Base salary



•

Annual cash bonus opportunity; and



•

Long-term equity incentive opportunity (stock-based awards).

        We believe that each element of total direct compensation paid to our executives helps us to achieve one or more of our compensation objectives and fosters specific behavior. The table below lists the material elements of direct compensation paid to our executives and the compensation objectives that they are designed to achieve.

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Mix of Pay Components.    In determining the appropriate mix of compensation elements, we aim to balance the objectives of rewarding recent results and motivating long-term performance. In general we
seek to set the total direct compensation of our executive officers at a level that provides a combination of fixed and variable payment between the 50th and 75th percentile of compensation paid within our comparable companies. Because pay-for-performance is the cornerstone of our executive compensation program, we generally target base salaries at or below the 50th percentile within our comparable companies and target annual cash bonuses and long-term equity incentive awards above the 75th percentile so that if the Company performs well, the total direct compensation paid to our executives is at approximately the 75th percentile within our comparable companies. The Compensation Committee has not established specific policies for allocating between fixed and variable compensation; however, in order to achieve our stated objectives with respect to our executive compensation program, the mix of compensation for our executives is weighted toward variable compensation (annual cash bonuses and long-term equity). This chart illustrates the average percentage of fixed compensation in comparison to variable compensation paid to our named executive officers in fiscal 2009*:

*

Long-term equity is calculated based upon the grant date fair value of stock and option awards pursuant to FAS 123(R). The chart excludes compensation of Mr. Pucino who began employment with the Company in January 2009, Mr. Slade who began an unpaid leave of absence in November 2008 and Mr. van der Colff who was not compensated pursuant to our executive compensation program. Because our named executive officers did not receive cash bonuses in fiscal 2009 (see below, "Annual Cash Bonus"), the above chart also illustrates the allocation between cash (34%) and non-cash (66%) compensation paid to our named executive officers in fiscal 2009.

        Base Salary.    Base salaries for our executives are established based on the scope of their responsibilities, taking into account competitive market compensation for similar positions, as well as seniority and competency of the individual, our ability to replace the individual and other primarily judgmental factors deemed relevant by the Compensation Committee. Base salaries are reviewed annually by the Compensation Committee and may be adjusted from time to time pursuant to such review, to realign salaries with market levels after taking into account individual responsibilities, performance and experience. For example, an executive may undertake additional duties, but the executive's compensation is initially compared to the market compensation for standard duties based on the executive's title.

        Generally, base salaries for our named executive officers have increased by approximately 4% per year, which is approximately the same percentage as the annual base salary increases received by our non-executive employees each year. In fiscal 2009, each of the named executive officers received a 4% merit increase except for Mr. Guthrie, who received a 13% increase because he was assigned management responsibilities over the Company's marketing department. Due to the challenging financial environment and a desire to be prudent with our fixed costs during this time, we decided not to grant customary annual merit increases for our employees, including our executive officers, for fiscal 2010.

        Base salaries paid to the named executive officers in fiscal 2009 are reflected in the Summary Compensation Table on page 30.

        Annual Cash Bonus.    The annual cash incentive component of our compensation program provides our executives with an opportunity to earn annual cash bonuses based on achievement of certain

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pre-established corporate and individual performance goals. We believe the annual incentive is an effective tool for motivating our executives to achieve THQ's operating targets and create stockholder value.

        No bonuses were paid to our executive officers for fiscal 2009 for the reasons explained below.

        We calculate annual cash bonuses using the following formula:

Base Salary    ×    Target Bonus %    ×

Company Goal % + Individual Goals % ("Goals")

×

Personal Performance Factor

=

Bonus Payout

        The process for determining annual cash bonuses starts at the beginning of each fiscal year, when the Compensation Committee establishes a performance goal for the Company that includes certain financial metrics. In determining which financial metrics to use for the year, the Compensation Committee considers the state of the Company's business and which financial measures are most likely to focus the named executive officers on making decisions that deliver short-term results that are aligned with our long-term goals. In fiscal 2009, the Compensation Committee determined that the Company had to achieve the following threshold targets in order to meet its performance goal (the "Company Goal"): (i) non-GAAP net revenues of $1.1875 billion (the "revenue target") and (ii) non-GAAP earnings per share of $1.00 (the "earnings target"). The Compensation Committee selected these threshold targets to reflect the Company's key goals: to increase revenue annually at or above the market rate and increase profitability.

        Additionally, the individual performance goals for our executive officers, other than for Mr. Farrell, are approved by Mr. Farrell at the beginning of each fiscal year. Mr. Farrell's individual performance goals are approved by the Compensation Committee. These goals are referred to in the formula above as "Individual Goals". The individual performance goals used in determining annual cash bonuses for our executive officers are subjective and achievement of the goals is based on qualitative assessment by the Compensation Committee at the end of each fiscal year; there are no objective targets established for these goals. Individual Goals typically are related to job function and include such areas as expense control, division growth, management effectiveness and on-time delivery of our products.

        Once the Company Goal and Individual Goals have been set and approved, the Compensation Committee sets a range of bonus opportunities for each executive officer based on achievement of the Goals. The target bonuses for each named executive officer are set at the specific percentages listed below so that if the Company performs well, the combination of the base salary, annual cash bonuses and long-term equity incentive awards paid to our named executive officers would be at approximately the 75th percentile within our comparable companies.

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        In fiscal 2009, target bonuses (each a "Target Bonus") for the named executive officers were set as follows:

(1)

Pro-rated based upon January 2009 employment date.

(2)

Based upon conversion rate on March 28, 2009, which was 1GBP = 1.43989USD

(3)

Mr. Slade was paid a bonus of $165,000 upon commencement of his employment with the Company in February 2008. The bonus was intended to be recoupable against any bonus that Mr. Slade received for fiscal 2009, but Mr. Slade was not required to return any portion of the bonus if the actual bonus was less than such amount. No bonuses were paid to the named executive officers for fiscal 2009.

        After the fiscal year, the Compensation Committee recommends to the Board the actual payout (if any) of each bonus component (the Company Goal and the Individual Goals) independently based on fiscal year results according to the following guidelines:

        Company Goal.    

•

If both the revenue target and earnings target are achieved, the Company Goal bonus component will be paid at 100% of the portion of the Target Bonus based on achievement of the Company Goal.



•

For Company performance exceeding the revenue target and earnings target, the Company Goal bonus component may be paid up to 150% of the portion of the Target Bonus based on achievement of the Company Goal.



•

If the Company fails to achieve either of the threshold targets but achieves at least a minimum performance threshold, as set by the Compensation Committee, the Company Goal bonus component may be paid at less than 100% of the portion of the Target Bonus related to achievement of the Company Goal, depending upon the level of the Company's performance.

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•

No bonus amounts related to the Company Goal bonus component will be paid if the Company fails to achieve at least a minimum performance threshold.

        Individual Goals.    

•

Actual payout of the Individual Goals bonus component is discretionary and calculated based upon actual performance of the individual versus pre-established goals.

        Personal Performance Factor.    After determining the "Goals" component of an executive officer's bonus (Company Goal bonus component earned plus the Individual Goals bonus component earned), the Compensation Committee may multiply the Goals payout by a personal performance factor, ranging from 0.7 to 1.1. The personal performance factor multiplier is based upon an executive officer's own performance rating as reviewed by the Compensation Committee.

        Fiscal 2009 Bonuses.    Because the Company failed to achieve the minimum performance threshold for the Company Goal in fiscal 2009, the named executive officers did not earn any of the Company Goal bonus component. Additionally, based upon the Company's financial position as of March 31, 2009 and our commitment to aggressive cost management, the Board determined not to pay any cash bonuses for fiscal 2009 for the Individual Goals. Thus, no cash bonuses were paid to our executive officers for fiscal 2009.

        Long-Term Equity Compensation.    We provide long-term equity compensation opportunities to our executive officers because we believe they align our executives' interests with those of our stockholders and thus directly serve to increase stockholder returns. We also believe long-term equity compensation is an effective retention tool because it offers upside for anticipated future performance and has a service vesting requirement to be earned. As mentioned above, we target equity grants consistent with the 75^th percentile within our comparable companies, reflecting an emphasis on performance-based equity compensation over cash.

        Executive officers are eligible to receive equity awards when they first join the Company, annually to provide incentives for continued performance, in connection with a significant change in responsibilities and, occasionally, for additional retention purposes. As with the determination of base salary and annual cash bonuses, the target value granted to each executive is determined by the Compensation Committee in its judgment, after considering a number of factors, including the executive's position and level of responsibility, an assessment of his or her performance, the value of equity awards for similar positions in our comparable companies, and internal parity among similarly-situated executives. The individual performance criteria used in determining equity grants to executive officers are subjective and achievement of the goals is based on qualitative assessment.

        Annual Long-Term Incentive Equity Grants.    Annual equity grants to our executive officers have historically been made up of two components: (1) stock options, which generally comprise approximately 65% of an equity grant, and (2) performance accelerated stock unit awards (PARSUs), which generally comprise approximately 35% of an equity grant. This mix reflects the Compensation Committee's pay-for-performance orientation because stock options, which comprise the majority of the equity grants, are inherently performance-based in that the exercise price is equal to the market value of the underlying stock on the date the option is granted, and therefore the option has value to the holder only if the market value of the common stock appreciates over time. Thus, stock options are intended to provide equity compensation to certain of our employees, including our named executive officers, while simultaneously creating value for our stockholders. PARSUs granted to our named executive officers allow the Company to grant equity that is performance-based, but that also serves: (i) to retain such executives, and (ii) to provide a way for our executives to increase stock ownership, thus aligning their interests with those of our stockholders.

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        Long-term incentive equity grants to named executive officers are generally awarded in May, in conjunction with the regular May Compensation Committee and Board meetings. We chose this timing for executive officer incentive-based equity grants in order to align decisions for all elements of compensation to the same date.

        In May 2008 (fiscal 2009), named executive officers (except for Mr. Pucino, who was not an employee of the Company on such date and Mr. van der Colff, who was a Vice President of the Company on such date) were awarded equity grants that consisted of both stock options and PARSUs. The options vest ratably over a three-year period after grant, subject to the named executive officer's continued employment with the Company, and expire five years from the grant date. The PARSUs are subject to forfeiture and will vest five years after the grant date, subject to the named executive officer's continued employment with the Company; however, vesting may be accelerated if certain Company-related performance criteria are met each fiscal year during the term of the PARSUs. For fiscal 2009, the accelerated vesting criteria was 105% of the revenue target and 110% of the earnings target, as such targets are described above in the discussion of our annual cash bonus plan. Since the Company did not achieve the accelerated vesting criteria for fiscal 2009, there was no acceleration of PARSU vesting this year. PARSUs are settled one-for-one, in shares of common stock upon vesting, unless the participant has elected to defer receipt of PARSUs pursuant to the THQ Inc. Stock Unit Deferred Compensation Plan.

        The following awards of stock options and PARSUs were made on May 13, 2008:

•

Mr. Farrell—130,000 options and 23,333 PARSUs;



•

Mr. Slade (our former Chief Financial Officer)—15,000 PARSUs;



•

Mr. Curran—65,000 options and 11,666 PARSUs;



•

Mr. Guthrie—65,000 options and 11,666 PARSUs; and



•

Mr. Kennedy—52,000 options and 9,333 PARSUs.

        Retention Equity Grants.    Retention equity grants may be granted to individual executive officers (i) when they first join the Company to encourage long-term retention in the new position, and (ii) to retain existing executive officers who we believe are in positions that are critical to the Company's long-term growth. In May 2008, in addition to their annual equity grants, Mr. Curran, Mr. Guthrie, Mr. Kennedy and Mr. Slade were awarded retention equity grants that consisted of restricted stock units (RSUs). RSUs differ from PARSUs in that there is no performance-based acceleration; RSUs serve as a time-based retention tool that, like PARSUs, provide a way for our executives to increase stock ownership and align their interests with those of our stockholders. The RSUs are subject to forfeiture and will vest three years after the grant date, subject to the continued employment of the named executive officer. The RSUs will be settled one-for-one in shares of common stock upon vesting.

        On December 12, 2008, Mr. Curran and Mr. Guthrie were awarded retention equity grants that consisted of stock options and on March 13, 2009, Mr. Kennedy was awarded a retention equity grant that consisted of stock options.

        In addition to the above-mentioned equity grants, in fiscal 2009, the Board granted the following grants:

        Mr. Pucino was awarded 150,000 options and 15,000 RSUs on February 11, 2009 in connection with his employment with the Company.

        Mr. van der Colff, our former Interim Chief Financial Officer, was awarded 10,000 options and 2,500 RSUs during fiscal 2009. All such awards terminated unvested and unexercised upon Mr. van der Colff's termination of employment with the Company.

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Post Employment Compensation

        Retirement Benefits.    Our U.S.-based named executive officers, along with our other U.S.-based employees, may participate in the Employees' 401(k) Plan of THQ Inc. (the "401(k) Plan"). The 401(k) Plan is a qualified tax deferred defined contribution plan that enables eligible employees of the Company to save for retirement. THQ has historically matched 100% of an employee's deferral contribution up to a maximum of 4% of the employee's eligible compensation. Additionally, the 401(k) Plan allows the Company to make an annual discretionary profit sharing contribution on behalf of each participant subject to IRS testing and contribution maximums. The total profit sharing amount contributed to the 401(k) Plan is determined by the Compensation Committee and is allocated to a participant's account in the ratio that such participant's compensation bears to the total compensation paid to all participants.

        All of our eligible named executive officers (excluding Mr. Slade) participated in the 401(k) Plan in fiscal 2009 and received matching contributions. The Compensation Committee did not allocate a profit sharing contribution amount to the 401(k) Plan in fiscal 2009. Due to the cost-cutting initiatives described above, the Company does not intend to match any employee deferrals during fiscal 2010.

        Mr. Curran is based in the United Kingdom and participates in a private pension plan allowable under UK law. The Company makes a monthly contribution to Mr. Curran's pension plan.

        Deferred Compensation Plan.    We adopted the THQ Inc. Management Deferred Compensation Plan (the "Deferred Compensation Plan") on January 1, 2005 primarily to serve as a retention tool and to provide benefits that are competitive with those offered by the comparable companies. We chose to offer the Deferred Compensation Plan because, consistent with our philosophy, it provides an opportunity for the U.S.-based officers of the Company, including the eligible named executive officers, to save for future financial needs at little cost to the Company. The amount of salary and annual incentive earned by the officer is not affected by the Deferred Compensation Plan. The Deferred Compensation Plan essentially operates as an unfunded, unsecured, tax-advantaged personal savings account of the officer, administered by the Company, and contributes to the Company's attractiveness as an employer. The Deferred Compensation Plan does not guarantee a return or provide for above-market preferential earnings. The Company may make voluntary contributions to a participant's account, in such amounts and at such times as the Company may, in its sole discretion, determine. The discretionary contribution is based upon the profitability of the Company, the performance of the officer or such other factors as the Compensation Committee shall determine. In fiscal 2009, the Company did not make any voluntary contributions.

        In addition to the Deferred Compensation Plan, the Company has a plan that allows its officers, including the named executive officers, to defer receipt of vested stock units. For a more detailed discussion of such plan and of the deferred compensation arrangements generally relating to our named executive officers, see the Non-Qualified Deferred Compensation table and accompanying narrative beginning on page 38.

        Severance Agreements.    Except for Mr. Farrell, each of the named executive officers has entered into a severance agreement with the Company. Mr. Farrell is entitled to severance under his employment agreement, which is more fully described under "Employment Agreements". This benefit is designed to encourage the named executive officer's continued services to the Company by providing specified severance benefits in the event the named executive officer's employment is terminated by the Company without cause. In the event of such termination, the severance agreements provide for cash payments, continuation of certain benefits and vesting of a certain amount of unvested equity upon such termination in exchange for a release of future claims against the Company. The terms and conditions of the severance agreements are more fully described under "Termination and Change-in-Control Arrangements".

        Change-in-Control Agreements.    Our named executive officers are entitled to receive payments in the event of specific change-in-control situations, which for Mr. Farrell are more fully described under "Employment Agreements" and for the other named executive officers are more fully described under

27

"Termination and Change of Control Arrangements". These payments are designed to motivate our named executive officers to devote their full energies to the Company's business during the time of a change in control of the Company. The benefits provided to the named executive officers under the change-in-control agreements include payments of expected future salary and bonus, vesting of unvested employer contributions to the officer's 401(k) account, and immediate vesting of outstanding, unvested equity awards.

        Although the change-in-control agreements with Mr. Farrell and our current named executive officers provide for gross-up payments related to taxes to be made to the named executive officers under certain circumstances, on May 11, 2009, the Compensation Committee determined that any new officers should be responsible for the taxes payable by them with respect to their compensation and that any new change-in-control severance agreement will not provide for the Company to gross-up tax payments.

Perquisites

        Our named executive officers and their dependents are entitled to participate in the Company's Exec-U-Care supplemental health insurance program, which provides reimbursement for out-of-pocket medically necessary expenses not covered under the Company's standard health insurance coverage. Exec-U-Care reimbursement is subject to annual limits for the same or related diagnoses and a lifetime maximum of $250,000 per person. Pursuant to Mr. Farrell's employment agreement, the Company pays premiums for life and disability insurance policies for Mr. Farrell, as described in further detail under the heading "Employment Agreements" on page 33. Additionally, the Company pays premiums on life insurance for the named executive officers in an amount equal to three times such named executive officer's base salary up to a maximum of $1 million. Beginning in fiscal 2009, the Company offered supplemental long-term disability insurance to its officers, other than Mr. Farrell, who receives disability insurance pursuant to his employment agreement. This disability insurance supplements the long-term disability insurance that is generally available to all employees of the Company, including the named executive officers. Mr. Farrell and Mr. Curran each receive a monthly car allowance.

        No other regular perquisites are available to the named executive officers.

CEO Stock Ownership Guidelines

        The Board believes that, in order to better align the interests of the chief executive officer of the Company and stockholders of the Company, the chief executive officer should have a financial stake in the Company. In furtherance of this policy, on May 13, 2008, the Board adopted ownership guidelines that provide that the Company's chief executive officer must own an amount of the Company's common stock equal to at least five times (5X) his or her annual salary (which is currently $677,131). Mr. Farrell will have up to four years to meet the ownership guidelines and a new chief executive officer would have four years from the time he or she is named as the chief executive officer to meet the ownership guidelines. Although Mr. Farrell is not required to meet the ownership guidelines until May 13, 2012, as of June 8, 2009, Mr. Farrell met the ownership requirements. As of such date, he held, directly and indirectly, 426,588 shares of THQ common stock, which had a value on such date, based on the closing stock price of THQ common stock of $8.02, of approximately $3.4 million.

Tax and Accounting Implications

        Deductibility of Executive Compensation.    Like most employers, we take allowable tax deductions for the compensation that we pay to our employees. Section 162(m) of the Internal Revenue Code, however, can prevent us from taking that deduction for compensation over $1 million paid for any one year to certain of our executive officers, unless certain conditions are met. Such conditions include a requirement that compensation be "performance based" and that bonus or equity compensation plans be approved by the stockholders of a company.

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        The Compensation Committee designs some elements of executive compensation to ensure full deductibility. The Compensation Committee approved, and our stockholders adopted at their 2006 Annual Meeting, our 2006 Long-Term Incentive Plan. This plan authorizes, among other things, annual cash bonuses and equity awards that can be qualified for full deductibility under Section 162(m). The plan also permits awards to be granted that do not qualify as fully deductible under Section 162(m).

        While the Compensation Committee is mindful of the limitations imposed by Section 162(m), it believes that stockholder interests are best served by not restricting THQ's discretion and flexibility in crafting compensation programs, even though those programs may result in non-deductible compensation expenses. Accordingly, the Compensation Committee has from time to time approved elements of compensation for certain officers that are not fully deductible, and may do so again.

        During fiscal 2009, none of our executive officers had total compensation that exceeded the $1,000,000 deductibility cap outlined in Section 162(m).

        Accounting for Stock-Based Compensation.    THQ accounts for stock-based compensation in accordance with the requirements of Financial Accounting Standards Board Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment ("FAS 123(R)"). Under the fair value provisions of this statement, stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period.

REPORT OF THE COMPENSATION COMMITTEE

        The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis, as required by Item 402(b) of Regulation S-K of the Securities Exchange Act of 1934, as amended, with management. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for THQ's 2009 annual meeting of stockholders and incorporated by reference into THQ's Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The Compensation Committee in fiscal 2009 consisted entirely of the three independent directors listed above. Each member of the Compensation Committee is a non-employee director and no member has any direct or indirect material interest in, or relationship with, THQ outside of his position as a director. To our knowledge, there were no other interrelationships involving members of the Compensation Committee or other directors requiring disclosure.

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

        The following table summarizes the compensation for the fiscal years ended March 31, 2009 ("fiscal 2009"), March 31, 2008 ("fiscal 2008") and March 31, 2007 ("fiscal 2007")*, for each of the following: (i) our Principal Executive Officer, (ii) our Principal Financial Officer and each person who served in the capacity as our principal financial officer during fiscal 2009, and (iii) our three most highly compensated executive officers other than our Principal Executive Officer and Principal Financial Officer in fiscal 2009, each of whom was serving as an executive officer of the Company as of March 31, 2009 (the "named executive officers").

(1)

Amounts shown are not reduced to reflect the named executive officers' elections, if any, to defer receipt of salary into the THQ Inc. Management Deferred Compensation Plan.

*

Effective April 1, 2006, we began reporting our fiscal year on a ⁵²/53-week period. Beginning with the fiscal year ending March 31, 2007, our fiscal year ended on the Saturday nearest March 31. The fiscal years ended March 31, 2009, 2008 and 2007 contain the following number of weeks and end on the following date:

For simplicity of presentation, we refer to our fiscal year-end as occurring on March 31 of each relevant year.

30

(2)

Amounts disclosed under "Stock Awards" and "Option Awards" represent the stock-based compensation expense recognized for financial statement reporting purposes pursuant to FAS 123(R) (disregarding the estimate of forfeitures related to service-based vesting conditions) rather than an amount paid to or realized by the named executive officer. Since we expense our equity awards over the vesting periods, the expense recognized for each named executive officer in each of the fiscal years listed above includes expense related to equity awards granted in prior fiscal years. Forfeitures during the year included the following awards granted to Mr. van der Colff, who resigned from the Company on March 6, 2009: 30,000 stock options, 3,000 PARSUs and 7,500 RSUs. See Note 16 to the Company's consolidated financial statements included in its Form 10-K for the fiscal year ended March 31, 2009 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FAS 123(R). There can be no assurance that the FAS 123(R) amounts will ever be realized.

(3)

Amounts disclosed under "Non-Equity Incentive Plan Compensation" represent cash bonuses paid pursuant to the Company's executive compensation program for services rendered in fiscal 2008 and fiscal 2007. Bonuses for services rendered in fiscal 2007 were paid in fiscal 2008 and bonuses for services rendered in fiscal 2008 were paid in fiscal 2009. There were no bonuses paid in fiscal 2010 for services rendered in fiscal 2009.

(4)

Amounts disclosed under "All Other Compensation" in fiscal 2009 consist of the following:

(5)

Mr. Pucino was appointed Executive Vice President and Chief Financial Officer in January 2009.

(6)

Mr. Curran's compensation was paid in British Pounds; all compensation information for him included in this proxy has been converted into U.S. dollars using the exchange rate on the date of each payment. Contributions and allocations to defined contribution plans include contributions to Mr. Curran's U.K.-based pension plan. Mr. Curran currently serves as our Executive Vice President, Global Publishing.

(7)

Mr. Guthrie became a named executive officer of THQ in fiscal 2009 and thus compensation information is not included for fiscal 2008 or fiscal 2007. Mr. Guthrie resigned from the Company in May 2009 (fiscal 2010).

(8)

Mr. Kennedy became a named executive officer of THQ in fiscal 2008 and thus compensation information is not included for fiscal 2007.

(9)

Mr. Slade served as our Executive Vice President and Chief Financial Officer from February 2008 through November 2008. Mr. Slade has been on an unpaid leave of absence since November 21, 2008.

(10)

In fiscal 2009, Mr. van der Colff served as our Interim Chief Financial Officer from November 2008 through February 2009. He also served as our Interim Chief Financial Officer from November 2007 through February 2008 in fiscal 2008. Mr. van der Colff received a $30,000 retention bonus during fiscal 2009, which consisted of $10,000 for each month in which he served as our Interim Chief Financial Officer. Mr. van der Colff resigned from the Company in March 2009.

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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2009

        The following table provides certain information with respect to grants of awards to each of the Company's named executive officers in fiscal 2009.