THQ 2010 Annual Report Download - page 93

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(b) Exhibits.
The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the
SEC. We will furnish copies of the exhibits for a reasonable fee (covering the expense of furnishing copies)
upon request:
Exhibit
Number
Title
3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Post-Effective Amendment
No. 1 to the Registration Statement on Form S-3 filed on January 9, 1998 (File No. 333-32221)
(the “S-3 Registration Statement”)).
3.2 Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Post-
Effective Amendment No. 1 to the S-3 Registration Statement).
3.3 Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
3.4 Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.4 to the
Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007).
3.5 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed on March 12, 2009).
3.6 Amended and Restated Certificate of Designation, Preferences, and Rights of Series A Junior
Participating Preferred Stock of THQ Inc. (incorporated by reference to Exhibit 3.1 to the
Company’s Registration Statement on Form 8-A filed on May 13, 2010 (File No. 001-15959) (the
“May 2010 8-A”)).
4.1 Rights Agreement dated as of May 12, 2010, by and between the Company and Computershare
Trust Company, N.A., as rights agent, which includes as Exhibit B the Form of Rights Certificate
(incorporated by reference to Exhibit 4.1 to the May 2010 8-A).
4.2 Amended and Restated Rights Agreement, dated as of August 22, 2001 between the Company
and Computershare Investor Services, LLC, as Rights Agent (incorporated by reference to
Exhibit 1 to Amendment No. 2 to the Company’s Registration Statement on Form 8-A filed on
August 28, 2001 (File No. 001-15959)).
4.3 First Amendment to Amended and Restated Rights Agreement, dated April 9, 2002 between the
Company and Computershare Investor Services, LLC, as Rights Agent (incorporated by reference
to Exhibit 2 to Amendment No. 3 to the Company’s Registration Statement on Form 8-A filed on
April 12, 2002 (file No. 000-18813)).
4.4 Second Amendment to Amended and Restated Rights Agreement, dated as of May 12, 2010
between the Company and Computershare Investor Services, LLC (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed with the SEC on May 13, 2010).
4.5 Indenture dated as of August 4, 2009, between the Company and Union Bank, N.A., as trustee
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on
August 4, 2009) (the “August 2009 8-K”)).
4.6 Form of 5.00% Convertible Senior Note (incorporated by reference to Exhibit 4.1 to the
August 2009 8-K).
10.1# Second Amended and Restated Employment Agreement dated as of December 31, 2008
between the Company and Brian J. Farrell (incorporated by reference to Exhibit 10.1 to the
Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009 (the
“March 2009 10-K”).
10.2# Indemnification Agreements, dated as of November 30, 2004 between the Company and each
director of the Company, being the following: Lawrence Burstein, Henry DeNero, Brian P.
Dougherty, Brian J. Farrell, and James L. Whims (incorporated by reference to Exhibit 10.4 to the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2004 (the
“December 2004 10-Q”)).
10.3# Indemnification Agreement, dated as of March 28, 2006 between the Company and Jeffrey W.
Griffiths (the form of which is incorporated by reference to Exhibit 10.4 to the Company’s
December 2004 10-Q).