Exhibit 4.12
THQ Inc. AMENDED AND RESTATED
1997 STOCK OPTION PLAN
PERFORMANCE
ACCELERATED
RESTRICTED STOCK AWARD
AGREEMENT
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Holder:
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Number of Shares of Performance
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Accelerated Restricted Stock Awarded:
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*
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Date of Grant:
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*
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* As set forth in the Notice of Grant of
Performance Accelerated Restricted Stock attached to this
Performance Accelerated Restricted Stock Award Agreement as Exhibit
A (“your Notice”).
THIS PERFORMANCE ACCELERATED
RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”),
dated as of Date of Grant, is made between THQ INC., a Delaware
corporation, currently having its executive office at 27001 Agoura
Road, Suite 325, Calabasas Hills, California 91301 (the
“Company”), and the holder identified above
(“Holder”).
1.
Grant of Award
. Pursuant to the THQ Inc.
Amended and Restated 1997 Stock Option Plan, a copy of which is
attached hereto as Exhibit B (the “Plan”), on the terms
and subject to the conditions set forth in this Agreement, and
subject to Holder’s execution and return to the Company of a
copy of this Agreement, the Company hereby awards to Holder the
Number of Shares of Performance Accelerated Restricted Stock
Awarded as set forth in your Notice (the “Shares”),
upon and subject to the restrictions, terms and conditions set
forth in this Agreement (this “Award”).
2.
Option Subject to the Plan and
Acceptance of Agreement . Holder acknowledges and agrees that this
Option is subject to the terms and conditions set forth in the
Plan. In the event of any conflict between the Plan and this
Agreement, the terms of the Plan shall take precedence.
Further, Holder acknowledges that the Award shall be null and void
unless and until the Holder shall accept this Agreement by
executing it in the space provided below and returning such
original execution copy to the Company. As soon as
practicable after the Holder has executed this Agreement and
returned the same to the Company, the Company shall cause to be
issued in the Holder’s name a stock certificate representing
the total number of Shares subject to the Award.
3.
Rights as a
Stockholder . The
Holder shall have the right to vote the Shares subject to the Award
and to receive dividends and other distributions thereon unless and
until, and only to the extent, such Shares are forfeited pursuant
to Paragraph 5 hereof; provided, however, that a dividend or other
distribution with respect to the Shares (including, without
limitation, a stock dividend or stock split) shall be delivered to
the Company and shall be subject to the same restrictions as the
Shares with respect to which such dividend or other distribution
was made.
4.
Custody and Delivery of
Certificates Representing Shares . The Company shall hold the certificate
or certificates representing the Shares subject to the Award until
such Award shall have vested, in whole or in part, pursuant to
Paragraph 5 hereof, and the Company shall as soon thereafter as
practicable, subject to Section 7.3, deliver the certificate or
certificates evidencing the vested Shares to the Holder.
5.
Restriction Period and
Vesting . The
Shares subject to the Award shall vest at the times and in the
amounts set forth in your Notice, or (ii) earlier pursuant to
Section 3.3 of the Plan or in accordance with Section 5.8 of the
Plan.
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6.
Additional Terms and Conditions
of Award .
6.1
Nontransferability of
Award . During the
Restriction Period, the Shares subject to the Award and not then
vested may not be transferred except to the extent permitted by
Sections 5.4 and 5.11 of the Plan.
6.2.
Withholding Taxes
. As a condition precedent to
the delivery to the Holder of any Shares subject to the Award, the
Holder shall, upon request by the Company, pay to the Company such
amount of all applicable federal, state, local or other laws or
regulations as required by and in accordance with Section 5.5 of
the Plan.
6.3.
Investment
Representation .
The Holder hereby represents and covenants that (a) any Share
acquired upon the vesting of the Award will be acquired for
investment and not with a view to the distribution thereof within
the meaning of the Securities Act of 1933, as amended (the “
Securitie
