Exhibit 10.2
AMENDMENT NO. 1 TO
FORTUNET INC.
EXEMPT
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO FORTUNET INC. EXEMPT EMPLOYMENT AGREEMENT (this
"Amendment") is made and entered into effective the 9th day of September, 2002,
by and between FortuNet Inc. ("Company"), a Nevada Corporation having a
principal place of business located at 0000 X. Xxxxxxxx Xxxxx, Xxx Xxxxx, XX
00000, and Xxxx X. Xxxxxxx, an individual residing at 000 Xxxxxxxxx Xxxxx Xxxxx,
Xxx Xxxxx, XX 00000 ("Employee").
WITNESSETH:
WHEREAS, concurrently herewith Company and Employee are entering into
Company's standard form of Exempt Employment Agreement effective the 9th day of
September, 2002 (the "Agreement");
WHEREAS, Company and Employee have agreed that certain of the terms in the
Agreement are not appropriate with respect to Employee's employment by Company,
and Company and Employee have agreed to amend those terms in the manner set
forth in this Amendment;
NOW, THEREFORE, Company and Employee, in consideration of the premises and
mutual covenants contained herein and in the Agreement, agree as follows:
1. Level of Effort. Section 2 of the Agreement is deleted in its entirety,
and replaced with the following:
"2. Level of Effort: Employee shall devote his best efforts to the
performance of Employee's duties for Company, and shall faithfully
adhere to Company's business policies and procedures. However, subject
to Sections 8, 9 and 10, Company expressly agrees that: (i) Employee
may pursue other business opportunities (including without limitation,
business opportunities involving the gaming industry) while he is
employed by Company: (ii) Employee may pursue such business
opportunities separately from the Company, and has no obligation to
bring any such business opportunities to the Company; and (iii)
Company shall have no right to receive any portion of any fees or
income generated in connection with such business opportunities."
2. Salary. The salary described in Section 3 of the Agreement shall be
payable in equal bi-weekly installments.
3. Non-competition. Section 9 of the Agreement is deleted in its entirety,
and replaced with the following:
9. Non-competition: During the term of this Agreement and (subject to
the last sentence of this Section) for two (2) years thereafter,
Employee shall not, without the prior written consent of Company,
either directly or indirectly: (i) operate or invest in (other than
stock in a publicly-held corporation which is traded on a recognized
securities exchange or over-the-counter, provided that the ownership
of such equity interest does not give Employee the right to control or
substantially influence the policy or operational decisions of such
corporation), any company, proprietorship, or other entity which
develops, manufactures, sells, or distributes bingo or lottery
products or performs bingo or lottery services in competition with
Company within market areas that are, or were at any time during the
most recent two years of Employees employment with Company, with
Employee's area of responsibility; or (ii) provide to any company,
proprietorship or other entity any services directly relating to the
development, manufacture, sale or
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distribution of bingo or lottery products or the performance of bingo
or lottery services in competition with Company within market areas
that are, or were at any time during the most recent two years of
Employee's employment with Company, within Employee's area of
responsibility. The restriction set forth in this Section 9 shall
automatically and immediately terminate if both (a) Employee ceases to
be an employee of Company for any reason and (b) Company or one or
more of Company's shareholders engages in a merger, consolidation,
stock sale, asset sale or other transaction which results in Xxxx
Xxxxx ceasing to own, directly or indirectly, more than fifty percent
(50%) of the issued and outstanding shares of Company or such other
company as may acquire a substantial portion of the business of
Company. Employee will disclose business interests promptly to the
Company.
4. Rights. Section 12 of the Agreement is deleted in its entirety, and
replaced with the following:
12. Rights: Employee acknowledges and agrees that any procedure,
design feature, schematic, invention, improvement, development,
discovery, know how, idea, concept, or the like (whether or not
patentable, registrable under trademark or copyright laws, or
otherwise protectable under similar laws) that Employee may conceive
of, suggest, make, invent, develop or implement, during the course of
service pursuant to this Agreement (whether individually or jointly
with any other person or persons), relating in any way to the business
of the Company (but expressly excluding any of the foregoing conceived
of, made, invented, developed or implemented in connection with a
business opportunity Employee is permitted to pursue pursuant to
Section 2), as shall all physical embodiments and manifestations
thereof, and all patent rights, trademarks, copyrights (or
applications thereof) and similar protections therein (all of the
foregoing referred to as "Work Product"), shall be the sole,
exclusive and absolute property of Company. All Work Product shall be
deemed to be works for hire, and to the extent that any Work Product
may not constitute a work for hire, Employee hereby assigns to Company
all right, title and interest in, to and under such Work Product,
including without limitation, the right to obtain such patents,
trademark registrations, copyright registrations or similar
protections as Company may desire to obtain. Employee will immediately
disclose all Work Product to Company and agrees, at any time, upon
Company's request and without additional compensation, to execute any
documents and otherwise to cooperate with Company respecting the
perfection of its right, title and interest in, to and under such Work
Product, and in any litigation or controversy in connection therewith,
all expenses incident thereto to be borne by Company.
5. Assignment. Section 14 of the Agreement is deleted in its entirety, and
replaced with the following:
14. Assignment: This Agreement and the obligations hereunder may not
be assigned or transferred by Employee without the prior written
consent of Company, which may be unreasonably withheld. Company may
not assign or transfer this Agreement and the obligations hereunder
except to any of its parent, subsidiary, or other affiliated or
related corporations or business entities, provided that Xxxx Xxxxx
directly or indirectly owns more than fifty percent (50%) of the
issued and outstanding equity interests in such parent, subsidiary or
other corporation or entity.
6. No Other Changes. Except as otherwise expressly provided by this
Amendment, all of the terms, conditions and provisions of the Agreement remain
unaltered.
In witness whereof, Company and Employee have executed this Amendment
effective as of the date first set forth above.
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/s/ Xxxx X. Xxxxxxx Employee 9/9/02
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/s/ Xxxx Xxxxx Xxxx Xxxxx, as President of FortuNet, Inc.
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