GAMETECH INTERNATIONAL, INC.
EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
at Tempe, Arizona on this 9TH day of FEBRUARY, 1998 by and between GameTech
International Inc., a Delaware corporation ("GTI" or the "Company"), and Xxxx
Xxxxx ("Executive").
Whereas:
a. The Company desires to employ Executive, and;
b. Executive is a PART TIME EMPLOYEE for the Company until and including
MARCH 15, 1998, at which point Executive, on MARCH 16, 1998, will
become CHIEF EXECUTIVE OFFICER of the Company. Executive is a PART
TIME EMPLOYEE for the above referenced 35 DAY period in order to
familiarize himself with Company operations and procedures as well as
to attend to his relocation to the Phoenix, Arizona metropolitan area,
and;
c. The Company and Executive wish pursuant to this Agreement to set forth
their full and complete understandings in respect to the
above-mentioned employment relationship, replacing any and all
previous understandings and agreements, while incorporating by
reference the terms and conditions stated in the Offer Sheet formally
executed by GameTech and Executive on February 9, 1998. Said Offer
Sheet is herein attached as Exhibit "A".
NOW, THEREFORE, in consideration of the provisions hereinafter
described, Company and Executive agree as follows:
1. DUTIES OF EXECUTIVE
During the FIRST 35 DAYS of this Agreement, Executive shall be
employed by the Company as a PART TIME EMPLOYEE, as of March 16, 1998, and
for the remainder of the term of this Agreement, Executive shall be employed
by the Company as its CHIEF EXECUTIVE OFFICER and in that capacity shall
perform all functions and duties consistent with such position on behalf of
the Company in an efficient, trustworthy and professional manner, as
reasonably required by the board of directors of the Company or the board of
directors governing any successor entity to the Company (the "Board").
While he is CHIEF EXECUTIVE OFFICER of the Company, Executive
agrees to devote substantially all of his working time and energy to the
performance of his duties under this Agreement so long as his employment
under this Agreement is continued by the Company.
Notwithstanding the above, Executive shall be entitled to
reasonable absences for administrative meetings and to pursue other outside
activities. Executive also shall be permitted to serve as a member of the
Board of Directors of other organizations, subject to approval by the Board,
on a case by case basis. Such approval shall be granted if it can be
reasonably demonstrated that such service does not involve a competitor of
the Company or its Enterprises
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and does not materially interfere with effective performance of Executive's
duties under this Agreement.
2. TERM OF AGREEMENT
Unless terminated sooner in accordance with the provisions of this
Agreement, the Company shall employ Executive and Executive accepts such
employment under the conditions set forth herein for a THREE (3) YEAR AND 35
DAY term (the "Term") beginning on the effective date of this Agreement and
ending upon the close of business on MARCH 16, 2001. Notwithstanding the
foregoing, if this Agreement is not terminated in accordance with the
provisions herein on or before the expiration of its initial Term, such Term
shall continue, and the Agreement shall continue in force for successive TWO
(2) year periods unless, at least ninety (90) days prior to the expiration of
the initial Term of the Agreement, or ninety (90) days prior to the
expiration of any subsequent TWO (2) year Term, either Executive or the
Company gives the other party written notice of its intent to terminate the
Agreement at the end of such Term.
3. DEFINITIONS
For purposes of this Agreement, the following terms shall have the
meanings set forth in this Paragraph 3:
a. "ANNUAL BASE SALARY" or "BASE SALARY" shall mean the annual base
salary rate in effect for Executive from time to time during the Term
of this Agreement in accordance with the provisions of Paragraph 4.a.
of this Agreement.
b. "ANNUAL BONUS" or "BONUS" shall mean a cash payment available
annually (or as otherwise provided for in this document) to Executive
in addition to Base Salary as determined in accordance with Paragraph
4.b. of this Agreement.
c. "CAUSE" shall mean (i) Executive's conviction for any felony involving
moral turpitude; or (ii) any conduct by Executive which is materially
injurious to the Company or its Enterprises (Such cause for conduct
shall exist if Executive is guilty of dishonesty, gross neglect of
duty hereunder, or other act or omission which impairs Company's
ability to conduct its ordinary business in its usual manner), or
(iii) Executive fails to abide by any part of Company reasonable
behavior guidelines. Such cause will be determined upon a meeting of
the Company's Board of Directors.
d. "CHANGE OF CONTROL" shall mean any of the following events: (i) the
Company consolidates with, or merges with or into, another entity or
sells, assigns, conveys, transfers, leases or otherwise disposes of
all or substantially all of the Company's assets to any entity, or any
entity consolidates with, or merges with or into, the Company and the
Company is not the surviving Corporation; (ii) the liquidation or
dissolution of the Company; (iii) during any consecutive two year
period, individuals who at
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the beginning of such period constituted the Board (together with any
new directors whose election by such Board or whose nomination for
election by the stockholders of the Company was approved by a vote
of the majority of the directors then still in office who were
either directors at the beginning of such period or whose election
or nomination was previously so approved) cease for any reason to
constitute a majority of the Board then in office; or (iv) any
person or group (as such terms are defined in Section 13(d) and
14(d) under the Securities Exchange Act of 1934 (the "Exchange
Act")) is or becomes the beneficial owner (as defined in Rules
13(d)-3 and 13(d)-5 under the Exchange Act, except that a person
will be deemed to have beneficial ownership of all securities that
such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time)
directly or indirectly of more than thirty PERCENT (30%) of the
total voting power entitled to vote in the election of the Board;
PROVIDED, however, that such person or group shall not include any
person or group that is the beneficial owner of more than 5% of
the total voting power as of the date of this Agreement.
e. "COMPENSATION COMMITTEE" means the Compensation Committee of the Board
of Directors.
f. "CONSTRUCTIVE TERMINATION" shall mean Executive's voluntary
Termination of Service within twelve (12) months following a Change of
Control or within ninety (90) days following the occurrence of one or
more of the following events, except if such event is approved in
writing by Executive prior to its occurrence:
(i) A failure by the Company to abide by any part of this
Agreement that is not remedied within thirty (30) business
days after receiving written notification by Executive of
such failure;
(ii) A material reduction in Executive's title or
responsibilities;
(iii) Relocation of Executive's primary place of work to an area
other than the location of the Company's principal
executive offices;
(iv) A failure by the Chairman of the Board to abide by any
part of Company reasonable behavior guidelines.
g. "DISABILITY" shall be deemed to have occurred if Executive makes
application for or is otherwise eligible for disability benefits under
any Company-sponsored long-term disability program covering Executive,
and Executive qualifies for such benefits. In the absence of a
Company-sponsored long-term disability program covering Executive,
Executive shall be presumed to be totally and
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permanently disabled if so determined by the Company's Board following
the Board's review of two independent medical opinions satisfactory to
the Board certifying that Executive will be permanently unable to
perform his normal duties as a result of a physical or mental
condition.
h. "ENTERPRISE" shall mean any joint venture, business pursuant to a
joint operating agreement, or other alliance or affiliated business of
the Company, including but not limited to The Satellite Bingo Network,
LLC.
i. "EXECUTIVE'S SPOUSE" shall mean Executive's spouse upon the execution
of this Agreement, except as otherwise designated herein. (All spousal
pension benefits under this Agreement shall be non-transferable should
Executive remarry.)
j. "FISCAL YEAR" shall mean the twelve-month period beginning November 1,
unless the Company, with the approval of the Internal Revenue Service,
shall establish a different fiscal year.
k. "LONG-TERM INCENTIVE PLAN" shall mean any stock option plan or any
other form of equity (real or phantom) or other long-term incentive
plan introduced by the Company.
l. "SERVICE" shall mean Executive's full-time or substantially full-time
employment with the Company, or any affiliated organization, including
any leave of absence approved by the Board.
m. "TERMINATION OF SERVICE" shall mean Executive's termination of Service
for any reason whatsoever, including death.
4. EXECUTIVE'S RIGHTS WHILE EMPLOYED BY THE COMPANY
a. BASE SALARY
Beginning on the effective date of this Agreement and during the FIRST
35 DAYS OF THIS AGREEMENT, Executive shall be paid a salary of
TWO-THOUSAND ($2,000.00) dollars, during the remainder of the
Term, the minimum Annual Base Salary payable to Executive shall be
ONE HUNDRED AND EIGHTY THOUSAND dollars ($180,000.00). Such Base
Salary shall be paid in equal semi-monthly installments on the
Company's normal payroll dates. Executive's Base Salary shall be
reviewed annually by the Compensation Committee if any, otherwise
by the Board, and may be increased but not decreased from time to
time based on prevailing market conditions, performance of the
Executive and other considerations.
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b. ANNUAL BONUS
All fiscal year bonus amounts will be determined by and awarded in
the sole discretion of the Compensation Committee if any, otherwise by
the Board commensurate with Executive's performance and the overall
performance of the Company; or pursuant to a plan which may be adopted
by the Company making payment of bonuses contingent upon achievement
of goals and objectives set by the Board for the fiscal period.
c. LONG-TERM INCENTIVES
Executive shall participate in any Long-Term Incentive Plan that may
be designed specifically for Executive or provided to other executives
of the Company during the Term. (Grants to Executive under such
Long-Term Incentive Plan shall be no less favorable to Executive in
amount and other key design features, including vesting restrictions,
with any other plans provided to any other executive at the Company.)
d. FRINGE BENEFITS AND OTHER
The Company shall provide Executive with the following:
(i) Such benefits and perquisites, including but not limited to
disability income, deferred compensation or any form of savings
or retirement plan, and an automobile allowance as may from
time to time be provided to other executives of the Company.
Such benefits and perquisites shall exclude fees paid for Board
or Board Committee service, which are hereby included in
Executive's Base Salary. Benefits and perquisites shall be
provided at the same proportional cost to Executive as that
paid by other executives of the Company who participate in such
programs;
(ii) Reasonable vacation each year during the Term not less than
THIRTY (30) days. Executive is allowed to accrue a maximum of
SIXTY (60) full days of unused vacation/sick leave time. Said
vacation shall not reduce Executive's compensation under this
Agreement;
(iii) Payment of premiums on professional liability insurance for
Executive;
(iv) Payment of dues for such professional societies and
associations of which Executive is a member that benefit the
Company;
(v) Nothing in this Agreement shall be construed as limiting or
restricting any benefit to Executive under any pension,
profit-sharing
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or similar retirement plan, or under any group life or
group health or accident or other plan of the Company, for the
benefit of its employees generally or a group of them, now or
hereafter in existence.
(vi) It shall be at the Board's discretion to grant any other fringe
benefits to Executive.
5. EXECUTIVE'S RIGHTS UPON TERMINATION OF SERVICE
a. FOR REASON OF VOLUNTARY RESIGNATION CONSTITUTING CONSTRUCTIVE
TERMINATION OR TERMINATION BY THE COMPANY WITHOUT CAUSE
In the event of Executive's Termination of Service for reason of (i)
voluntary resignation by Executive constituting Constructive
Termination, (ii) Executive's Termination of Service by the Company
without Cause or (iii) Executive's Termination of Service for any
reason except those specifically described in paragraphs 5.b through
5.f herein, Executive (or if Executive dies while benefits remain due
under this Agreement, Executive's beneficiaries as designated in
accordance with the provisions of Paragraph 9 herein) shall be
entitled to receive the following upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned
by Executive pursuant to any plan (if necessary, the Company
may pay such Bonus when all bonuses for that Fiscal Year are
calculated and paid) through the date of Executive's
Termination of Service;
(ii) Immediate vesting of any stock options or other rights
previously provided to Executive under any Company Long-Term
Incentive Plan, with ten (10) years from the date of grant in
which to exercise stock options; provided, however, that any
incentive stock options not exercised prior to the date that is
ninety (90) days following the date of termination shall
thereafter convert into non-qualified stock options;
(iii) Payment of a lump sum amount equal to TWO (2) years of
Executive's Base Salary.
In the event of a Change of Control, Executive shall be also be entitled to
the protections outlined in Paragraph 7 herein.
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b. FOR REASON OF EXPIRATION OF THE TERM OF THIS AGREEMENT
In the event of Executive's Termination of Service for reason of
expiration of the Term of this Agreement pursuant to Paragraph 2
thereof, Executive (or if Executive dies while benefits remain due
under this Agreement, Executive's beneficiaries as designated in
accordance with the provisions of Paragraph 9 thereof) shall be
entitled to receive the following upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned
by Executive pursuant to any plan (if necessary, the Company
may pay such Bonus when all bonuses for that Fiscal Year are
calculated and paid) through the date of Executive's
Termination of Service;
(ii) Immediate vesting of any stock options or other rights
previously provided to Executive under any Company Long-Term
Incentive Plan, with ONE (1) year from the date of termination
in which to exercise stock options; provided, however, that any
incentive stock options not exercised prior to the date that is
ninety (90) days following the date of termination shall
thereafter convert into non-qualified stock options;
(iii) Payment of any Disability or other benefits provided to
Executive by the Company in accordance with the terms and
conditions of such benefits and this Agreement.
(iv) Payment of a lump sum amount equal to ONE (1) year of
Executive's Annual Base Salary.
c. FOR REASON OF DISABILITY
In the Event of Executive's Termination of Service for reason of
Disability, Executive (or if Executive dies while benefits remain due
under this Agreement, Executive's beneficiaries as designated in
accordance with the provisions of Paragraph 9 hereof) shall be
entitled to receive the following upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned
by Executive pursuant to any plan (if necessary, the Company
may pay such Bonus when all bonuses for that Fiscal Year are
calculated and paid) through the date of Executive's
Termination of Service;
(ii) Immediate vesting of any stock options or other rights
previously provided to Executive under any Company Long-Term
Incentive
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Plan with ONE (1) year from the date of termination in which to
exercise stock options; provided, however, that any incentive
stock options not exercised prior to the date that is ninety
(90) days following the date of termination shall thereafter
convert into non-qualified stock options;
(iii) Payment of any Disability or other benefits provided to
Executive by the Company in accordance with the terms and
conditions of such benefits and this Agreement;
(iv) Payment of a lump sum amount equal to the remaining Term of
Executive's Base Salary.
d. FOR REASON OF DEATH
In the Event of Executive's Termination of Service for Reason of
Death, Executive's beneficiaries as designated in accordance with the
provisions of Paragraph 9 hereof shall be entitled to receive the
following upon such Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned
by Executive pursuant to any plan (if necessary, the Company
may pay such Bonus when all bonuses for that Fiscal Year are
calculated and paid) through the date of Executive's
Termination of Service;
(ii) Immediate vesting of any stock options or other rights
previously provided to Executive under any Company Long-Term
Incentive Plan with one (1) year from the date of termination
in which to exercise stock options; provided, however, that any
incentive stock options not exercised prior to the date that is
ninety (90) days following the date of termination shall
thereafter convert into non-qualified stock options;
(iii) Payment of any other benefits provided by the Company in
accordance with the terms and conditions of such benefits and
this Agreement.
(iv) Payment of a lump sum amount equal to the remaining Term of
Executive's Base Salary. (Payment to be made to Executive's
Estate.)
e. FOR REASON OF VOLUNTARY RESIGNATION NOT CONSTITUTING CONSTRUCTIVE
TERMINATION
In the event of Executive's Termination of Service for reason of
voluntary resignation by Executive not constituting Constructive
Termination,
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Executive shall be entitled to receive the following upon such
Termination of Service:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary and any Bonus granted and
previously unpaid or the pro-rata portion of any Bonus earned
by Executive pursuant to any plan (if necessary, the Company
may pay such Bonus when all bonuses for that Fiscal Year are
calculated and paid) through the date of Executive's
Termination of Service;
(ii) Performance of Company obligations with respect to Executive's
exercise of any stock options or other rights previously
granted to Executive under any Company Long-Term Incentive Plan
provided such options or other rights have vested as of the
date of the termination of Executive's service in accordance
with any agreement between the Company and Executive covering
such options or other rights;
(iii) Executive shall have one (1) year from the date of termination
in which to exercise vested stock options; provided, however,
that any incentive stock options not exercised prior to the
date that is ninety (90) days following the date of termination
shall thereafter convert into non-qualified stock options;
(iv) Payment of any Disability or other benefits provided to
Executive by the Company in accordance with the terms and
conditions of such benefits and this Agreement.
f. FOR REASON OF CAUSE
In the Event of Executive's Termination of Service for reason of
Cause, the Company's obligations to Executive shall be limited to:
(i) Payment immediately upon Executive's Termination of Service of
any previously unpaid Base Salary;
(ii) Performance of Company obligations with respect to Executive's
exercise of any stock options or other rights previously
granted to Executive under any Company Long-Term Incentive Plan
provided such options or other rights have vested as of the
date of the termination of executive's service in accordance
with any agreement between the Company and Executive covering
such options or other rights; Executive shall have 30 days
after termination in which to exercise any vested options.
6. MITIGATION AND OFFSET REQUIREMENTS
Executive shall not be required to mitigate the amount of any benefit
provided for in this Agreement by actively seeking alternative employment
during the period in which such
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benefits are paid. In addition, except as provided for in Paragraph 8
hereof, Executive shall not be required to offset any such benefits
provided for in this Agreement by amounts earned as a result of
Executive's employment or self-employment during the period in which
Executive is entitled to receive such benefits.
7. ADDITIONAL RIGHTS UPON A CHANGE OF CONTROL
In addition to Executive's rights to effect a Constructive Termination of
Service within twelve (12) months upon a Change of Control, the Term of
this Agreement shall be automatically extended for TWENTY-FOUR (24) months
following the effective date of any Change of Control.
8. BREACH OF CONFIDENTIALITY OR ENTERING INTO A DIRECT COMPETITION
a. DURING THE AGREEMENT PERIOD
During the period in which this Agreement remains in force and while
Executive is entitled to receive any benefits under this Agreement,
Executive shall not, without prior written consent of the Board or
pursuant to and consistent with the order of any court, legislative
body or regulatory agency, (a) engage directly or indirectly
(including by way of example only, as a principal, partner,
venturer, employee or agent) nor have any direct or indirect
interest, in any business which competes with the Company or its
Enterprises in any material way, (b) disclose to any third party,
either directly or indirectly, any non-public information regarding
the Company's or its Enterprises' business, customers, financial
condition, strategies or operations the disclosure of which could
possibly harm the Company or its Enterprises in any material way.
Clause (a) above shall not apply to any investment by Executive in
the stock of a publicly-traded corporation, provided such investment
constitutes less than five percent (5%) of such corporation's voting
shares. In the event that, Executive violates clauses (a) or (b)
above, Executive's rights to any benefits under this Agreement shall
immediately terminate.
b. UPON TERMINATION OF AGREEMENT
It is understood and agreed that the nature of the methods employed
in Company's business are such that Executive will be placed in a
close business and personal relationship with the customers of
Company. Thus, for a period of TWO (2) year(s) immediately
following the termination of Executive's employment (or retirement
by Executive), for any reason whatsoever, so long as Company
continues to carry on the same or similar business, said Executive
shall not, for any reason whatsoever, directly or indirectly, for
him or on behalf of, or in conjunction with, any other person,
persons, company, partnership, corporation or business entity:
(i) call upon, divert, influence or solicit or attempt to call
upon, divert, influence or solicit any customer or customers of
Company;
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(ii) divulge the names and addresses or any information concerning
any customer of Company;
(iii) own, manage, operate, control, be employed by, participate in
or be connected in any manner with the ownership, management,
operation or control of the same, similar, or related line
of business as that carried on by Company within a radius of
twenty-five (25) miles from any then existing or proposed
office of Company; and
(iv) make any public statement or announcement, or permit anyone
else to make any public statement or announcement that
Executive was formerly employed by or connected with Company.
The covenants set forth herein shall not include any period(s) of
violation of any covenant or any period(s) of time required for
litigation to enforce any covenant. If the provisions set forth are
determined to be too broad to be enforceable at law, then the area
and/or length of time shall be reduced to such area and time and
that shall be enforceable.
9. DESIGNATION OF BENEFICIARIES
Executive shall have the right at any time to designate any
person(s) or trust(s) as beneficiaries to whom any benefits payable under
this Agreement shall be made in the event of Executive's death prior to the
distribution of all benefits due Executive under this Agreement. Each
beneficiary designation shall be effective only when filed in writing with
the Company during Executive's lifetime. If Executive designates more than
one beneficiary, distributions of cash payments shall be made in equal
proportions to each beneficiary unless otherwise provided for in Executive's
beneficiary designation.
The filing of a new beneficiary designation shall cancel all
designations previously filed. Any finalized marriage or divorce (other than
common law marriage) of Executive subsequent to the date of filing a
beneficiary designation shall revoke such designation unless (a) in the case
of divorce, the previous spouse was not designated as beneficiary, and (b) in
the case of marriage, Executive's new spouse had previously been designated
as beneficiary. Executive's Spouse shall join in any designation of a
beneficiary other than Executive's Spouse.
If Executive fails to designate a beneficiary as provided for
above, or if the beneficiary designation is revoked by marriage, divorce or
otherwise without execution of a new designation, or if the beneficiary
designated by Executive dies prior to distribution of the benefits due
Executive under this Agreement, the Board of Directors of the Company shall
direct the distribution of any benefits due under this Agreement to
Executive's estate.
10. SUCCESSORS
Except as provided for in Paragraph 9 above, the rights and duties
of a party hereunder shall not be assignable by that party PROVIDED, HOWEVER,
that this Agreement shall be binding upon and shall inure to the benefit of
any successor of the Company, and any such successor shall be deemed
substituted for the Company under the terms of this Agreement. The term
successor as used
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herein shall include any person, firm, corporation or other business entity
which at any time, by merger, purchase or otherwise, acquires substantially
all of the assets or business of the Company.
11. ATTORNEYS' FEES
a. SUBSEQUENT TO ANY CHANGE OF CONTROL
Subsequent to any Change of Control, in any action at law or in
equity brought by either party hereto to enforce any of the
provisions or rights under this Agreement, the Company, in addition
to bearing its own expenses, shall pay to Executive all costs,
expenses and reasonable attorneys' fees incurred therein by
Executive (including without limitation such costs, expenses and
fees on any appeals), and if Executive shall recover judgment in any
such action or proceeding, such costs, expenses and attorneys' fees
shall be included as part of such judgment.
b. PRIOR TO ANY CHANGE OF CONTROL
Prior to any Change of Control, in any action at law or in equity to
enforce any of the provisions or rights under this Agreement, the
unsuccessful party to such litigation, as determined by the Court in
a final judgment or decree, shall pay the successful party or
parties all costs, expenses and reasonable attorneys' fees incurred
therein by such party or parties (including without limitation such
costs, expenses and fees on any appeals), and if such successful
party or parties shall recover judgment in such action or
proceeding, such costs, expenses and attorneys' fees shall be
included as part of such judgment.
Notwithstanding the foregoing provisions, in no event prior to a
Change of Control shall the successful party or parties be entitled to
recover an amount from the unsuccessful party or parties for costs, expenses
and attorneys' fees that exceeds the costs, expenses and attorneys' fees
incurred by the unsuccessful party in connection with the action or
proceeding.
12. ARBITRATION
Company and Executive agree with each other that any claim of
Executive arising out of or relating to this Agreement or the breach of this
Agreement or Executive's employment by Company, including, without
limitation, any claim for compensation due, wrongful termination and any
claim alleging discrimination or harassment in any form shall be resolved by
binding arbitration, except for claims in which injunctive relief is sought
and obtained. The arbitration shall be administered by the American
Arbitration Association under its Commercial Arbitration Rules at the
American Arbitration Association Office nearest Executive's place of
employment. The award entered by the arbitrator shall be final and binding
in all respects and judgment thereon may be entered in any Court having
jurisdiction.
13. ENTIRE AGREEMENT
With respect to the matters specified herein, this Agreement
(including the Offer Sheet attached hereto as Exhibit A) contains the entire
agreement between the Company and Executive and supersedes all prior written
agreements, understandings and commitments between the Company and
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Executive. No amendments to this Agreement may be made except through a
written document signed by the Executive and approved in writing by the
Company's Board.
14. VALIDITY
In the event that any provision of this Agreement is held to be
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Agreement.
15. PARAGRAPHS AND OTHER HEADINGS
Paragraphs and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretations of this Agreement.
16. NOTICE
Any notice or demand required or permitted to be given under this
Agreement shall be made in writing and shall be deemed effective upon the
personal delivery thereof if delivered or, if mailed, forty-eight (48) hours
after having been deposited in the United States mail, postage prepaid, and
addressed, in the case of the Company, to the attention of the Board of
Directors at the Company's then principal place of business, presently 0000
Xxxx 0xx Xxxxxx, Xxxxx, Xxxxxxx 00000 and, in the case of Executive, to 00000
XXXXXXXX XX. #0, XXXXXXXXX, XXXXXXXXXX 00000. Either party may change the
address to which such notices are to be addressed to it by giving the other
party notice in the manner herein set forth.
17. RIGHT OF EMPLOYMENT
Nothing stated or implied by this Agreement shall prevent the
Company from terminating the Service of Executive at any time nor prevent
Executive from voluntarily terminating Service at any time.
18. WITHHOLDING TAXES AND OTHER DEDUCTIONS
To the extent required by law, the Company shall withhold from any
payments due Executive under this Agreement any applicable federal, state or
local taxes and such other deductions as are prescribed by law or Company
policy.
19. APPLICABLE LAW
To the full extent controllable by stipulation of the Company and
Executive, this Amendment shall be interpreted and enforced under Arizona law.
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IN WITNESS WHEROF, the Company has caused this Agreement to be
executed by its duly authorized representative(s) and Executive has affixed his
signature as of the date first written above.
EXECUTIVE COMPANY
/s/ Xxxx X. Xxxxx GameTech International, Inc.
------------------------
Xxxx Xxxxx
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------
Title: Chairman & CEO
---------------------------
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EXHIBIT A
GAMETECH INTERNATIONAL
0000 X. 0xx Xxxxxx
Xxxxx 000-000
[GTI LOGO] Xxxxx, XX 00000-0000
Office: (000) 000-0000
Fax: (000) 000-0000
Xx. Xxxx Xxxxx February 9, 1998
00000 Xxxxxxxx Xxxxx, #0
Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Xxxx:
Xxxx, enjoyed our continuous discussions and on behalf of the founders and
directors of GameTech we would like to offer you the position of Chief Executive
Officer with all functions reporting to the Chief Executive Officer. Here's a
summary of what we discussed for the employment package.
- Title - From February 9, 1998 until March 15, 1998, you will be a Part
Time Employee for the Company in order familiarize yourself with
Company operations and to attend to your relocation to the Phoenix,
Arizona metropolitan area. As of March 16, 1998 you will be Chief
Executive Officer with all functions reporting to the CEO. As of
March 16, 1998 you will also be a member of the GameTech Board of
Directors. I have already talked to the senior staff emphasizing that
everyone will be accountable to the new CEO and that person will be
responsible for performance, salary and bonus recommendations.
- Base wage $180,000 per year.
- Moving relocation up to $5,000.
- Relocation support for a rental apartment up to $2,500 per month for
up to six months or use of a corporate apartment.
- Auto allowance of $750 per month plus a company gas credit card.
- All medical/dental, vacation/discretionary time off (four weeks)
profit sharing and bonus programs. You will participate in all
programs the senior executives are currently participating in. We will
formalize some of these plans this year and base them on performance
and contributions.
- You will receive 600,000 shares of stock options at $6 (six) per share
based on the closing price of February 9, 1998, vested as follows:
50,000 shares fully vested at the start of full time employment
and signing of employment contract.
50,000 shares fully vested at the end of six months.
133,000 shares fully vested at the end of one year.
133,000 shares fully vested at the end of year two.
234,000 shares fully vested at end of year three.
- I am currently looking at bridge financing for the officers to
exercise options you will also participate in this upon initiation of
program as long as you remain an officer of GameTech.
- You will participate in the senior management performance bonus and
stock option program. Your inputs will be sought prior to formalizing
this program.
- In addition we will issue the above options based on GameTech's
qualified and non-qualified stock option program. This will have
favorable tax consequences for the yearly $100,000 worth of stock in
the qualified program.
- A formal written contract will be drafted and both of us will comment
and review accordingly.
- This offer and contract is subject to legal review by your attorney
and GameTech's attorney.
Xxxx, I feel we both have tremendous amount to contribute and together with
the management team you will have the opportunity to continue to enhance the
success the company has experienced over the last 3 1/2 years.
Looking forward to hearing from you.
Best regards,
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Chairman & Chief Executive Officer
