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82
3. 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 Exhibi
t
3.1 to Pos
t
-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 Exhibi
t
3.2 to Pos
t
-Effective
Amendment No. 1 to the S-3 Registration Statement).
3.3
Amendment to Certificate of Incorporation (incorporated by reference to Exhibi
t
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 Exhibi
t
3.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2007).
3.5
Amended and Restated Bylaws (incorporated by reference to Exhibi
t
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
First Amendment to the Rights Agreement, dated February 18, 2011, by and between THQ Inc. and
Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement, as amended, on Form 8-A/A filed on February 24, 2011 (File No. 001-
15959)).
4.3
Indenture dated as of Augus
t
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")).
4.4
Form of 5.00% Convertible Senior Note (incorporated by reference to Exhibi
t
4.1 to the Augus
t
2009 8-K).
10.1
# Second Amended and Restated Employment Agreement dated as of Decembe
r
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
# Amendment No. 1, dated as of January 31, 2012, to the Second Amended and Restated Employment
Agreement dated as of December 31, 2008, by and between the Company and Brian J. Farrell (incorporated
by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 1, 2012).
10.3
# Indemnification Agreements, dated as of Novembe
r
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 quarter ended December 31, 2004 (the "December 2004 10-Q")).
10.4
# 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).
10.5
# Indemnification Agreement, dated as of January 31, 2008 between the Company and Gary Rieschel (the form
of which is incorporated by reference to Exhibit 10.4 to the Company's December 2004 10-Q).
10.6
# Indemnification Agreement, dated as of March 2, 2009 between the Company and Paul J. Pucino (the form
of which is incorporated by reference to Exhibit 10.4 to the Company's December 2004 10-Q).
10.7
# THQ Inc. Amended and Restated 2006 Long Term Incentive Plan dated as of July 28, 2011 (incorporated by
reference to Exhibit A to the Company's Proxy Statement on Schedule 14A filed on June 30, 2011).
10.8
# THQ Inc. Amended and Restated Employee Stock Purchase Plan dated as of July 28, 2011 (incorporated by
reference to Exhibit B to the Company's Proxy Statement on Schedule 14A filed on June 30, 2011).