EXHIBIT 10.1
UWINK LETTERHEAD
August 29, 2005
Xxxxx Xxxxxxxx
0000 X. Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
RE: EMPLOYMENT TERMS
Dear Xxxxx:
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 Chief Financial Officer 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
$150,000 per annum. Executive shall be eligible for an annual
bonus of up to 33% 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. Executive shall be eligible for a
pro-rated bonus for 2005 based on the number of days actually
worked in 2005.
4. Stock Options. The Company will grant Executive stock options
to purchase 400,000 shares of common stock, 200,000 at an
exercise price of $0.43 per share and 200,000 at an exercise
price equal to the closing price on September 15, 2005. The
terms of the stock options shall be as set forth in the Stock
Option Agreement attached hereto.
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/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx
Executive
