EMPLOYMENT AGREEMENT
Exhibit 10.1
This Employment Agreement (this “Agreement”), by and between Global Cash Access, Inc., a
Delaware corporation (the “Company”) and wholly-owned subsidiary of Global Cash Access Holdings,
Inc., a Delaware corporation (“Holdings”), and Xxxxxxx X. Lever (“Executive”), is made as of
September 12, 2005 (the “Effective Date”).
R E C I T A L S
A. The Company desires assurance of the association and services of Executive in order to
retain Executive’s experience, skills, abilities, background and knowledge, and is willing to
engage Executive’s services on the terms and conditions set forth in this Agreement.
B. Executive desires to be in the employ of the Company, and is willing to accept such
employment on the terms and conditions set forth in this Agreement.
C. Company and Executive wish to enter into an employment relationship with a written
employment agreement intended to supersede all other written and oral representations regarding
Executive’s employment with Company.
A G R E E M E N T
NOW, THEREFORE, based on the foregoing recitals and in consideration of the commitments set
forth below, Executive and the Company agree as follows:
1. Position, Duties, Responsibilities
1.1. Position. The Company hereby employs Executive to render services to the Company
in the position of Executive Vice President and General Counsel, reporting directly to the Chief
Executive Officer of the Company, for the period commencing on the Effective Date and ending on the
third anniversary of the Effective Date (the “Term”). The duties of this position shall include
such duties and responsibilities as are reasonably assigned to Executive by the Chief Executive
Officer, including but not limited to those customarily performed by general counsels of similarly
situated corporations. Executive agrees to serve in a similar capacity for the benefit of Holdings
and any of the Company’s direct or indirect, wholly-owned or partially-owned subsidiaries or
Holdings’ affiliates. Additionally, Executive shall serve in such other capacity or capacities as
the Chief Executive Officer may from time to time reasonably and
lawfully prescribe. During her employment by the Company,
Executive shall, subject to Section 1.2, devote her full energies, interest, abilities and
productive time to the proper and efficient performance of her duties under this Agreement.
1.2. Other Activities. Except upon the prior written consent of the Chief Executive
Officer of the Company, Executive will not (i) accept any other employment, or (ii) engage,
directly or indirectly, in any other business activity (whether or not pursued for pecuniary
advantage) that is or may be in conflict with, or that might place Executive in a conflicting
position to that of, the Company. Notwithstanding the foregoing, Executive shall be
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permitted to engage in occasional professional or charitable activities outside the scope of
her employment with the Company so long as such activities (A) do not conflict with the actual or
proposed business of the Company or any of its subsidiaries or affiliates, and (B) do not affect
the performance of her duties hereunder.
1.3. Proprietary Information. Executive recognizes that her employment with the
Company will involve contact with information of substantial value to the Company, which is not
generally known in the trade, and which gives the Company an advantage over its competitors who do
not know or use such information. As a condition precedent to Executive’s employment by the
Company, Executive agrees to execute and deliver to the Company, concurrent with her execution and
delivery of this Agreement, a copy of the “Employee Proprietary Information and Inventions
Agreement” attached hereto as Exhibit A.
2. Compensation of Executive
2.1. Base Salary. In consideration of the services to be rendered under this
Agreement, while employed by the Company, the Company shall pay Executive an initial base annual
salary of two hundred twenty thousand dollars ($220,000), less standard deductions and
withholdings, payable in regular periodic payments in accordance with Company payroll policy. Such
salary shall be prorated for any partial month of employment on the basis of a thirty (30) day
fiscal month. Such base salary shall be subject to annual review by the Board of Directors in
consultation with the Chief Executive Officer.
2.2. Bonus. Executive will be eligible to receive an annual bonus of fifty percent
(50%) of her then-current base salary (the “Target Bonus”), the exact amount of such bonus to be
determined by the Board of Directors in consultation with the Chief Executive Officer based upon
Executive achieving certain performance criteria and the Company achieving specific goals, in each
case to be determined by the Board of Directors in consultation with the Chief Executive Officer.
Any such bonus shall be payable after the end of each fiscal year, and shall prorated for partial
fiscal years. In addition, Executive shall be eligible for such additional bonuses as may be
awarded by the Board of Directors in its sole discretion from time to time in consultation with the
Chief Executive Officer.
2.3. Stock Option. Upon the commencement of Executive’s employment, Executive will be
granted a stock option pursuant to Holdings’ 2005 Stock Incentive Plan (the “Stock Option Plan”) to
purchase 75,000 shares of Holdings’ Class A Common Stock pursuant to a Stock Option Agreement to be
entered into by and between Executive and Holdings in substantially the form attached hereto as
Exhibit B (the “Stock Option Agreement”).
2.4. Benefits. Executive shall be entitled to participate in the Company’s group
medical, dental, life insurance, 401(k), deferred compensation or other benefit plans and programs
on the same terms and conditions as other members of the Company’s senior executive management.
Executive shall be provided such perquisites of employment, including four (4) weeks of paid
vacation per year, and all paid holidays and sick leave as are provided to all other members of the
Company’s senior executive management. Executive shall be entitled to reimbursement of all
reasonable expenses incurred by Executive in the performance of her duties
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hereunder, in accordance with the policies and procedures established by the Company from time
to time, and as may be amended from time to time.
2.5. Signing Bonus; Reimbursement Bonus; H1-B Expenses. Upon the commencement of
Executive’s employment, the Company shall pay to Executive a one-time signing bonus of fifty
thousand dollars ($50,000). Upon the commencement of Executive’s employment, the Company shall pay
to the law firm of Xxxxxxx Brignone in Las Vegas, Nevada, a sum of no
more than two thousand dollars ($2,000) for certain costs owed by Executive
to her former employer. Upon the commencement of Executive’s employment, the Company shall
directly pay, or reimburse Executive for the payment of, up to three thousand five hundred dollars
($3,500) of costs and expenses associated with the novation of Executive’s existing H1-B visa to
the Company.
3. Employment At Will
Company or Executive may terminate Executive’s employment with Company at any time for any
reason, including no reason at all, notwithstanding anything to the contrary contained in or
arising from any statements, policies, or practices of Company relating to the employment,
discipline, or termination of its employees. This at-will employment relationship cannot be
changed except in writing signed by a duly authorized officer of the Company other than Executive.
This Section 3 shall survive any termination or expiration of this Agreement.
4. Termination of Employment
4.1. Termination by Executive. Executive may terminate her employment upon notice to
the Company. In the event that Executive elects to terminate her employment other than for Good
Reason (as defined below), the Company shall pay Executive all base salary due and owing and all
other accrued but unpaid benefits (e.g., accrued vacation) through the last day actually worked and
thereafter the Company’s obligations under this Agreement shall terminate.
4.2. Termination by the Company for Cause. In the event that the Company terminates
Executive’s employment for Cause, the Company shall pay Executive all base salary due and owing and
all other accrued but unpaid benefits (e.g., accrued vacation) through the last day actually worked
and thereafter the Company’s obligations under this Agreement shall terminate. For the purposes of
this Agreement, termination shall be for “Cause” if (i) Executive refuses or fails to act in
accordance with any lawful order or instruction of the Chief Executive Officer, and such refusal or
failure to act has not been cured within thirty (30) days of notice of such disobedience, (ii)
Executive fails to devote reasonable attention and time during normal business hours to the
business affairs of the Company or Executive is reasonably determined by the Board of Directors to
have been unfit (e.g., denied any license, permit or qualification required by any gaming regulator
or found unsuitable by any gaming regulator) (other than as a result of an Incapacity), unavailable
for service (other than as a result of an Incapacity) or grossly negligent in connection with the
performance of her duties on behalf of the Company, which unfitness, unavailability or gross
negligence has not been cured within thirty
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(30) days of notice of the same; (iii) Executive is reasonably determined by the Board of
Directors to have committed a material act of dishonesty or willful misconduct or to have acted in
bad faith to the material detriment of the Company in connection with the performance of her duties
on behalf of the Company; (iv) Executive is convicted of a felony or other crime involving
dishonesty, breach of trust, moral turpitude or physical harm to any person, or (v) Executive
materially breaches any agreement with the Company which breach has not been cured within thirty
(30) days notice of the same. For purposes of this Agreement, the term “without Cause” shall mean
termination of Executive’s employment for reasons other than for “Cause.”
4.3. Termination by the Company without Cause or Termination by Executive for Good
Reason. In the event that the Company terminates Executive’s employment without Cause or
Executive terminates her employment for Good Reason, the Company shall pay Executive all base
salary due and owing and all other accrued but unpaid benefits (e.g., accrued vacation) through the
last day actually worked, and Executive shall be entitled to receive the severance payments and
benefits set forth below in this Section 4.3; provided, however, that such severance and benefits
are conditioned on Executive’s execution and non-revocation of a release agreement, the form of
which is attached hereto as Exhibit C, and thereafter the Company’s obligations under this
Agreement shall terminate. For the purposes of this Agreement, termination shall be for “Good
Reason” if (i) there is a material diminution of Executive’s responsibilities with the Company, or
a material change in the Executive’s reporting responsibilities or title, in each case without
Executive’s consent; (ii) there is a reduction by the Company in the Executive’s annual base salary
then in effect without Executive’s consent; or (iii) Executive’s principal work location is
relocated outside of the Las Vegas, Nevada metropolitan area without Executive’s consent.
Executive agrees that she may be required to travel from time to time as required by the Company’s
business and that such travel shall not constitute grounds for Executive to terminate her
employment for Good Reason.
4.3.1. Pro Rata Target Bonus for Current Year. Within ten (10) days of the
termination of Executive’s employment, the Company shall pay to Executive, in a single lump-sum
payment, subject to standard deductions and withholdings, a bonus in the amount of fifty percent
(50%) of her then-current base salary, pro rated based on the number of days actually elapsed
through the date of termination in the year in which such termination occurs.
4.3.2. Base Salary Continuation. The Company shall continue to pay to Executive her
then-current base annual salary for a period of twelve (12) months following her termination. Such
salary continuation shall be subject to standard deductions and withholdings and shall be payable
in regular periodic payments in accordance with Company payroll policy. The Company may
discontinue such salary continuation in the event that Executive breaches any of the provisions of
Sections 6 or 7.
4.3.3. Target Bonus on Base Salary Continuation. The Company shall pay to Executive,
subject to standard deductions and withholdings, a bonus in the amount of fifty percent (50%) of
her then-current base salary, payable in equal installments concurrent with the salary continuation
payments pursuant to Section 4.3.2.
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4.3.4. Group Medical Coverage. The Company shall provide the Executive with continued
coverage for the remainder of the Term under the Company’s group health insurance plans in effect
upon termination of Executive’s employment without Cause or for Good Reason to the extent permitted
under the terms of such plans then in effect, at no cost to Executive. If such continued coverage
is not permitted under the terms of such plans, then the Company shall, subject to Executive making
an election under the Federal COBRA law within the time prescribed by law, reimburse Executive for
her payment of premiums for such benefits for the remainder of the Term. If COBRA or similar
benefits are not available by law during any portion of the remainder of the Term, then the Company
shall pay Executive each month during which COBRA or similar benefits are not available by law an
amount equal to the premium paid by Executive for the last month during which such COBRA or similar
benefits were available.
4.4. Termination for Incapacity. In the event that Executive suffers an Incapacity
during the Term, the Company may elect to terminate Executive’s employment pursuant to this Section
4.4. In such event, the Company shall pay Executive all base salary due and owing and all other
accrued but unpaid benefits (e.g., accrued vacation) through the date on which an Incapacity is
determined to exist (the “Determination Date”). In addition, within ten (10) days of such
termination of Executive’s employment, the Company shall pay to Executive, in a single lump-sum
payment, subject to standard deductions and withholdings, a bonus in the amount of fifty percent
(50%) of her then-current base salary, pro rated based on the number of days through the
Determination Date in the year in which such termination occurs. Thereafter the Company’s
obligations under this Agreement shall terminate; provided, however, that nothing contained in this
Agreement shall limit Executive’s rights to payments or other benefits under any long-term
disability plans of the Company in which Executive participates, if any. For the purposes of this
Agreement, Executive shall be deemed to have suffered an “Incapacity” if Executive shall, due to
illness or mental or physical incapacity, be unable to perform the duties and responsibilities
required to be performed by her on behalf of the Company for a period of at least one hundred
eighty (180) days.
4.5. Termination upon Death. In the event that Executive dies during the Term,
Executive’s employment shall be deemed to have terminated upon the date of death. In such event,
the Company shall pay Executive’s estate all base salary due and owing and all other accrued but
unpaid benefits (e.g., accrued vacation) through the date of death. In addition, within ten (10)
days of such termination of Executive’s employment, the Company shall pay to Executive’s estate, in
a single lump-sum payment, subject to standard deductions and withholdings, a bonus in the amount
of fifty percent (50%) of her then-current base salary, pro rated based on the number of days
actually elapsed during the year in which such termination occurs. Thereafter the Company’s
obligations under this Agreement shall terminate; provided, however, that nothing contained in this
Agreement shall limit Executive’s estate’s or beneficiaries’ rights to payments or other benefits
under any life insurance plan or policy in which Executive participates or with respect to which
Executive has designated a beneficiary, if any.
4.6. No Other Compensation or Benefits. Executive acknowledges that except as
expressly provided in this Agreement, she will not be entitled to any additional compensation,
severance payments or benefits after the termination of her employment.
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5. Termination Obligations
5.1. Return of Company’s Property. Without in any way limiting Executive’s
obligations and the Company’s rights under the Employee Proprietary Information and Inventions
Agreement described in Section 1.3, Executive hereby acknowledges and agrees that all books,
manuals, records, reports, notes, contracts, lists, spreadsheets and other documents or materials,
or copies thereof, and equipment furnished to or prepared by Executive in the course of or incident
to Executive’s employment, belong to Company and shall be promptly returned to Company upon
termination of Executive’s employment.
5.2. Cooperation in Pending Work. Following any termination of Executive’s
employment, Executive shall, at the Company’s request, reasonably cooperate with the Company in all
matters relating to the winding up of pending work on behalf of the Company and the orderly
transfer of work to other employees of the Company. Executive shall also cooperate, at the
Company’s request, in the defense of any action brought by any third party against the Company that
relates in any way to Executive’s acts or omissions while employed by the Company. In
consideration of Executive’s cooperation under this Section 5.2, the Company shall reimburse
Executive for her reasonable out-of-pocket costs incurred to cooperate and the Company shall pay
Executive an hourly consulting fee equal to the hourly rate that results from dividing her
then-current base annual salary by two thousand eighty (2,080).
5.3. Resignation. Upon the termination of Executive’s employment for any reason,
Executive shall be deemed to have resigned from all offices and directorships then held with the
Company, Holdings or any of their respective subsidiaries or affiliates. Executive agrees to
execute and delivery such documents or instruments as are reasonably requested by the Company,
Holdings or any such subsidiary or affiliate to evidence such resignations.
5.4. Survival. The representations and warranties contained herein and Executive’s
obligations under Sections 5, 6, 7 and 8 and under the Employee Proprietary Information and
Inventions Agreement shall survive termination of Executive’s employment and the expiration of this
Agreement.
6. Restrictions on Competition after Termination.
6.1. Reasons for Restrictions. Executive acknowledges that the nature of the
Company’s business is such that it would be extremely difficult for Executive to honor and comply
with Executive’s obligation under the Employee Proprietary and Inventions Agreement described in
Section 1.3 to keep secret and confidential the Company’s trade secrets if Executive were to become
employed by or substantially interested in the business of a competitor of the Company soon
following the termination of Executive’s employment with the Company, and it would also be
extremely difficult to determine in any reasonably available forum the extent to which Executive
was or was not complying with Executive’s obligations under such circumstances.
6.2. Duration of Restriction. In consideration for the severance payments and
benefits under Section 4, Executive agrees that during the Noncompete Term, Executive will
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not directly or indirectly engage in (whether as an employee, consultant, proprietor, partner,
director or otherwise), or have any ownership interest in, or participate in the financing,
operation, management or control of, any person, firm, corporation or business that engages in any
line of business in which the Company engages at the time of such termination, in the United
States, Canada, the United Kingdom or such other countries in which the Company conducts business
at the time of such termination (“Restricted Territory”). For purposes of this Agreement, the
“Noncompete Term” shall be the period of two (2) years after the termination of Executive’s
employment hereunder. The parties agree that ownership of no more than 1% of the outstanding
voting stock of a publicly-traded corporation or other entity shall not constitute a violation of
this provision. The parties intend that the covenants contained in this section shall be construed
as a series of separate covenants, one for each county, city, state and other political subdivision
of the Restricted Territory. Except for geographic coverage, each such separate covenant shall be
deemed identical in terms to the covenant contained in this section. If, in any judicial
proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof)
deemed included in this section, then such unenforceable covenant (or such part) shall be deemed
eliminated from this Agreement for the purpose of those proceedings to the extent necessary to
permit the remaining separate covenants (or portions thereof) to be enforced by such court. It is
the intent of the parties that the covenants set forth herein be enforced to the maximum degree
permitted by applicable law.
7. Restrictions on Solicitation after Termination.
For a period of one (1) year following the termination of Executive’s employment hereunder for
any reason, Executive shall not, without the prior written consent of the Company, directly or
indirectly, as a sole proprietor, member of a partnership, stockholder or investor, officer or
director of a corporation, or as an executive, associate, consultant, independent contractor or
agent of any person, partnership, corporation or other business organization or entity other than
the Company solicit or endeavor to entice away from the Company any person or entity who is, or,
during the then most recent three-month period, was, employed by, or had served as an agent or key
consultant of the Company, provided, however, that Executive shall not be prohibited from receiving
and responding to unsolicited requests for employment or career advice from Company’s employees.
8. Arbitration.
8.1. Agreement to Arbitrate Claims. The Company and Executive hereby agree that, to
the fullest extent permitted by law, any and all claims or controversies between them (or between
Executive and any present or former officer, director, agent, or employee of the Company or any
parent, subsidiary, or other entity affiliated with the Company) relating in any manner to the
employment or the termination of employment of Executive shall be resolved by final and binding
arbitration. Except as specifically provided herein, any arbitration proceeding shall be conducted
in accordance with the National Rules for the Resolution of Employment Disputes of the American
Arbitration Association (“the AAA Rules”). Claims subject to arbitration shall include contract
claims, tort claims, claims relating to compensation and stock options, as well as claims based on
any federal, state, or local law, statute, or regulation, including but not limited to any claims
arising under Title VII of the Civil
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Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, and the California Fair Employment and Housing Act. However, claims for unemployment
compensation, workers’ compensation, and claims under the National Labor Relations Act shall not be
subject to arbitration.
8.2. Arbitrator. A neutral and impartial arbitrator shall be chosen by mutual
agreement of Executive and the Company; however, if Executive and the Company are unable to agree
upon an arbitrator within a reasonable period of time, then a neutral and impartial arbitrator
shall be appointed in accordance with the arbitrator nomination and selection procedure set forth
in the AAA Rules. The arbitrator shall prepare a written decision containing the essential
findings and conclusions on which the award is based so as to ensure meaningful judicial review of
the decision. The arbitrator shall apply the same substantive law, with the same statutes of
limitations and same remedies, that would apply if the claims were brought in a court of law. The
arbitrator shall have the authority to consider and decide pre-hearing motions, including
dispositive motions.
8.3. Enforcement Actions. Either the Company or Executive may bring an action in
court to compel arbitration under this Agreement and to enforce an arbitration award. Except as
otherwise provided in this Agreement, neither party shall initiate or prosecute any lawsuit in any
way related to any arbitrable claim, including without limitation any claim as to the making,
existence, validity, or enforceability of the agreement to arbitrate. All arbitration hearings
under this Agreement shall be conducted in Las Vegas, Nevada.
8.4. Exceptions. Nothing in this Agreement precludes a party from filing an
administrative charge before an agency that has jurisdiction over an arbitrable claim. In
addition, either party may, at its option, seek injunctive relief in a court of competent
jurisdiction for any claim or controversy arising out of or related to the unauthorized use,
disclosure, or misappropriation of the confidential and/or proprietary information of either party.
By way of example, the Company may choose to use the court system to seek injunctive relief to
prevent disclosure of its proprietary information or trade secrets; similarly, Executive may elect
to use the court system to seek injunctive relief to protect Executive’s own inventions or trade
secrets.
8.5. Governing Law. The agreement to arbitrate under this Section 8 shall be governed
by the Uniform Arbitration Act of 2000 (Nevada Revised Statutes 38.206 et seq).
In ruling on procedural and substantive issues raised in the arbitration itself, the Arbitrator
shall in all cases apply the substantive law of the State of Nevada.
8.6. Attorneys’ Fees. Each party shall pay its own costs and attorney’s fees, unless
a party prevails on a statutory claim, and the statute provides that the prevailing party is
entitled to payment of its attorneys’ fees. In that case, the arbitrator may award reasonable
attorneys’ fees and costs to the prevailing party as provided by law. The costs and fees of the
arbitrator shall be borne equally by Executive and the Company.
8.7. Survival. The parties’ obligations under this Section 8 shall survive the
termination of Executive’s employment with the Company and the expiration of this Agreement.
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8.8. Acknowledgements. THE PARTIES UNDERSTAND AND AGREE THAT THIS SECTION 8
CONSTITUTES A WAIVER OF THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES COVERED BY
THIS SECTION 8. THE PARTIES AGREE THAT NONE OF THOSE CLAIMS OR CONTROVERSIES SHALL BE RESOLVED BY
A JURY TRIAL. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS
THIS SECTION 8 WITH THEIR LEGAL COUNSEL AND HAVE AVAILED THEMSELVES OF THAT OPPORTUNITY TO THE
EXTENT THEY WISH TO DO SO.
9. Expiration of Term
The terms of this Agreement are intended by the parties to govern Executive’s employment with
the Company during the Term. Upon the expiration of the Term, this Agreement shall terminate and
be of no further force or effect, except to the extent of provisions hereof which expressly survive
the expiration or termination of this Agreement.
10. Entire Agreement
The terms of this Agreement are intended by the parties to be the final and exclusive
expression of their agreement with respect to the employment of Executive by Company and supersedes
in its entirety all prior undertakings and agreements of the Company and Executive with respect to
the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous
statements or agreements; provided, however, that to the extent of any conflict between the
provisions of this Agreement, on the one hand, and either the Employee Proprietary Information and
Inventions Agreement attached hereto as Exhibit A or the Stock Option Agreement attached
hereto as Exhibit B, on the other hand, the provisions of such Employee Proprietary
Information and Inventions Agreement or Stock Option Agreement shall govern. The parties further
intend that this Agreement shall constitute the complete and exclusive statement of its terms and
that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other
legal proceeding involving this Agreement.
11. Amendments, Waivers
This Agreement may not be modified, amended, or terminated except by an instrument in writing,
signed by Executive and by a duly authorized representative of the Company other than Executive.
No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy,
or power under this Agreement preclude any other or further exercise thereof, or the exercise of
any other right, remedy, or power provided herein or by law or in equity.
12. Assignment; Successors and Assigns
Executive agrees that Executive may not assign, sell, transfer, delegate or otherwise dispose
of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under
this Agreement, nor shall Executive’s rights be subject to encumbrance or the claims of creditors.
Any purported assignment, transfer, or delegation shall be null and void. Nothing in
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this Agreement shall prevent the consolidation of the Company with, or its merger into, any
other corporation, or the sale by the Company of all or substantially all of its properties or
assets, or the assignment by the Company of this Agreement and the performance of its obligations
hereunder to any successor in interest.
13. Severability; Enforcement
If any provision of this Agreement, or the application thereof to any person, place, or
circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or
void, the remainder of this Agreement and such provisions as applied to other persons, places, and
circumstances shall remain in full force and effect. Such court shall have the authority to modify
or replace the invalid or unenforceable term or provision with one which most accurately represents
the parties’ intention with respect to the invalid or unenforceable term or provision.
14. Governing Law
The validity, interpretation, enforceability, and performance of this Agreement shall be
governed by and construed in accordance with the law of the State of Nevada.
15. Acknowledgment
The parties acknowledge (a) that they have consulted with or have had the opportunity to
consult with independent counsel of their own choice concerning this Agreement, and (b) that they
have read and understand the Agreement, are fully aware of its legal effect, and have entered into
it freely based on their own judgment and not on any representations or promises other than those
contained in this Agreement.
16. Notices
All notices or demands of any kind required or permitted to be given by the Company or
Executive under this Agreement shall be given in writing and shall be personally delivered (and
receipted for) or mailed by certified mail, return receipt requested, postage prepaid, addressed as
follows:
| If to Company: | Global Cash Access, Inc. | |||
| Attn: Chief Executive Officer | ||||
| 0000 Xxxx Xxxx Xxxx, Xxxxx 000 | ||||
| Xxx Xxxxx, XX 00000 | ||||
| If to Executive: | Xxxxxxx X. Lever | |||||
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Any such written notice shall be deemed received when personally delivered or three (3) days after
its deposit in the United States mail as specified above. Either party may change its address for
notices by giving notice to the other party in the name specified in this section.
17. Representations and Warranties.
Executive represents and warrants that she is not restricted or prohibited, contractually or
otherwise, from entering into and performing each of the terms and covenants contained in this
Agreement, and that her execution and performance of this Agreement will not violate or breach any
other agreements between Executive and any other person or entity.
18. Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, all of which together shall contribute one and the same instrument.
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IN WITNESS WHEREOF, each of the undersigned has executed this Employment Agreement as of the
date first set forth above.
| GLOBAL CASH ACCESS, INC. | XXXXXXX X. LEVER | |||||
By:
|
/s/ Xxxx Xxxxxxx | /s/ Xxxxxxx X. Lever | ||||
| Xxxx Xxxxxxx | Xxxxxxx X. Lever | |||||
| Chief Executive Officer | ||||||
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EXHIBIT A
EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
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EXHIBIT B
FORM OF STOCK OPTION AGREEMENT
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EXHIBIT C
RELEASE AND WAIVER OF CLAIMS
In exchange for the severance payments and other benefits to which I would not otherwise be
entitled, I hereby furnish Global Cash Access, Inc., its parent corporation, Global Cash Access
Holdings, Inc. and each of their respective subsidiaries and affiliates (collectively, the
“Company”) with the following release and waiver.
I hereby release, and forever discharge the Company, its officers, directors, agents,
employees, stockholders, attorneys, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages,
indemnities and obligations of every kid and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed, arising at any time prior to and
including the date I sign this Release with respect to any claims relating to my employment and the
termination of my employment, including but not limited to: any and all such claims and demands
directly or indirectly arising out of or in any way connected with my employment with the Company
or the termination of that employment; claims or demands related to salary, bonuses, commissions,
stock, stock options, or any other ownership interests in the Company, vacation pay, fringe
benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of
compensation; claims pursuant to any federal, state or local law or cause of action including, but
not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination
Act of 1990; the Delaware Fair Employment Practices Act, as amended; tort law; contract law;
wrongful discharge; discrimination; harassment; fraud; emotional distress; and breach of the
implied covenant of good faith and fair dealing, provided, however, that this Release shall not
apply to claims or causes of action for defamation, libel, or invasion of privacy.
In granting the releases herein, I acknowledge that I understand that I am waiving any and all
rights and benefits conferred by any law of any state or territory of the United States or other
jurisdiction, or principle of common law, which is similar, comparable or equivalent to Section
1542 of the Civil Code of the State of California, which provides: “A general release does not
extend to claims which the creditor does not know or suspect to exist in her favor at the time of
executing the release, which if known by her must have materially affected her settlement with the
debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and
any law or legal principle of similar effect in any jurisdiction with respect to the release of
unknown and unsuspected claims granted in this Agreement.
I acknowledge that, among other rights, I am waiving and releasing any rights I may have under
ADEA, that this waiver and release is knowing and voluntary, and that the consideration given for
this waiver and release is in addition to anything of value to which I was already entitled. I
further acknowledge that I have been advised, as required by the Older Workers Benefit Protection
Act, that: (a) the waiver and release granted herein does not relate to claims which may arise
after this agreement is executed; (b) I have the right to consult with an attorney prior to
executing this agreement (although I may choose voluntarily not to do so); (c) I have twenty-one
(21) days from the date I receive this agreement, in which to consider this agreement (although I
may choose voluntarily to execute this agreement earlier); (d) I have seven (7) days
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following the execution of this agreement to revoke my consent to the agreement; and (e) this
agreement shall not be effective until the seven (7) day revocation period has expired.
Date: |
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| Xxxxxxx X. Lever |
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