EXHIBIT 10.1
[uWink, Inc. Letterhead]
September 22, 2006
Xxxx Xxxxxxx
0000 Xxxxxxxx Xxxxxx #000
Xxx Xxxxxxx, XX 00000
RE: EMPLOYMENT TERMS
Dear Xxxx:
The purpose of this letter is to set forth the terms of employment between
uWink, Inc., a Utah corporation (the "Company"), and you ("Executive").
1. Duties. During the term of this Agreement, Executive shall serve as
the Director of Restaurant Operations of the Company.
2. Term. Executive shall be employed subject to the election of both
parties.
3. Compensation. Executive's initial base salary shall be $120,000 per
annum. Executive shall be eligible for an annual bonus of up to 50% of
his base salary upon successfully achieving certain goals as specified
by Company management. Up to $50,000 of any annual bonus payable
hereunder may be paid in shares of Company common stock in lieu of
cash, at the option of the Company.
4. Stock Options. The Company will grant Executive stock options to
purchase 400,000 shares of common stock, an exercise price equal to
the closing price on the date hereof. The terms of the stock options
shall be as set forth in a separate Stock Option Agreement.
5. Benefits. Executive will receive all benefits, including health
insurance, as granted to other senior executives of the Company.
6. Termination. It is agreed that Executive is employed at will and
either party may terminate this Agreement with or without cause at any
time upon thirty (30) days prior written notice. Upon termination
(except by the Company for Cause (as defined below) or by Executive
without Good Reason (as defined below)) Executive shall receive a
severance payment equal to one month of base salary for every 2 months
worked, up to a maximum of 12 months base salary, as well as a pro
rata portion of the annual bonus for the year of termination. A pro
rata portion of stock options for the year terminated shall also vest
upon such termination.
For purposes of this Letter Agreement, the term "Cause" shall mean (i)
an action or omission of the Executive which constitutes a material
breach of, or material failure or refusal to perform his duties under,
this Agreement, (ii) fraud, embezzlement or misappropriation of funds
during the Executive's employment with the Company, or (iii) a
conviction of any crime during Executive's employment with the Company
which involves dishonesty or a breach of trust or involves the Company
or its executives. Any termination for Cause shall be made by written
notice to the Executive, which shall set forth in reasonable detail
all acts or omissions upon which the Company is relying for the
termination. The Executive shall have the right to address the
Company's board of directors regarding the acts or omissions set forth
in the notice of termination.
For purposes of this Letter Agreement, the term "Good Reason" means:
(i) a reduction by the Company in Executive's base salary to a rate
less than the initial base salary rate set forth in this Letter
Agreement; (ii) a change in the eligibility requirements or
performance criteria under any employee benefit plan or incentive
compensation arrangement under which Executive is covered on the
effective date of this Agreement, and which materially adversely
affects Executive; (iii) Company requiring Executive to be based
anywhere other than the Company's headquarters or the relocation of
Company's headquarters more than 20 miles from its location on the
effective date of this Agreement, except for required travel on the
Company's business to the extent substantially consistent with the
business travel obligations which Executive undertook on behalf of the
Company on the effective date of this Agreement; (iv) the assignment
to Executive of any duties or responsibilities which are materially
inconsistent with Executive's status or position as a member of the
Company's executive management group; or (v) Executive's good faith
and reasonable determination, after consultation with
nationally-recognized counsel, that Executive is being unduly
pressured or required by the board of directors or a senior executive
of the Company to directly or indirectly engage in criminal activity.
Upon any termination by the Company for Cause or the Executive without
Good Reason, the Company shall pay to the Executive any due and unpaid
compensation (including any bonus compensation earned but unpaid) and
earned but unused vacation time through the date of termination.
7. Confidentiality and Non-Solicitation. Executive will sign the attached
Confidentiality and Non-Solicitation Agreement that all employees of
the Company are required to sign.
8. Indemnity. The Company shall indemnify and hold the Executive harmless
from any cost, expense or liability arising out of or relating to any
acts or decisions made by the Executive on behalf of or in the course
of performing services for the Company to the same extent the Company
indemnifies and holds harmless other executive officers and directors
of the Company and in accordance with the Company's certificate of
incorporation, bylaws and established policies.
9. Governing Law. This Agreement shall be governed by the laws of the
State of California.
If you agree with the foregoing, please execute in the space provided
below. We look forward to a long and rewarding relationship.
UWINK, INC.
By: /s/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx
Chief Executive Officer
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
Executive
