RESIGNATION ANDSEPARATION AGREEMENT
EXHIBIT
10.1
RESIGNATION
ANDSEPARATION AGREEMENT
This
Resignation and Separation Agreement (“Agreement”) is made
by and between Multimedia Games, Inc., a Texas corporation (“Company”), and
Xxxxxxx Xxxxxxxxxx, who is currently employed by the Company as its President
and Chief Executive Officer (“Executive”).
A. Executive
has notified the Company he intends to resign his positions in order to accept
the Chief Executive Officer position with Pinnacle Entertainment, Inc.,
effective March 14, 2010 (“Separation
Date”).
B. Company
and Executive mutually desire that Executive continue his service on the
Company’s Board of Directors.
C. Company
and Executive mutually desire to make certain modifications to the terms and
conditions of the stock option agreements identified on Exhibit
A, which Executive acknowledges and agrees represent all outstanding
rights held by Executive to purchase equity securities of the Company (the
“Option
Agreements”).
THEREFORE,
in consideration of the promises and mutual agreements hereinafter set forth, it
is agreed by and between the undersigned as follows:
1. Executive
Resignation. Executive hereby resigns, effective as of the
Separation Date, all employee positions with the Company and its affiliates,
including without limitation the positions of President and Chief Executive
Officer of Multimedia Games, Inc. The Company hereby waives
Executive’s thirty-day notice obligation set forth in Section 1.7.2 of his
Executive Employment Agreement dated June 15, 2008, as amended (the “Employment
Agreement”), and the parties agree that the effective date of the
termination of Executive’s employment shall be the Separation Date.
2. Waiver Obligation to Resign
from Board; Agreement to Nominate to Board: In consideration
for the agreements reached herein and for other good and valuable consideration,
the Company agrees to waive the obligation of Executive to resign from the
Company’s Board of Directors immediately upon the termination of his employment
for any reason, as set forth in Section 1.2 of the Employment
Agreement. The Company agrees to maintain Executive’s nomination to
the Board of Directors in connection with the Company’s 2010 Annual Meeting of
Shareholders, as described in the Company’s Proxy Statement dated January 28,
2010, and to cause management’s proxy holders to vote proxies they receive FOR
the election of Executive to the Board of Directors. If elected to
the Board in connection with the Company’s 2010 Annual Meeting of Shareholders,
Executive shall be entitled to the same compensation arrangements as other
ongoing, non-employee directors of the Company.
3. Equity
Interests. Executive acknowledges and agrees that (a)
notwithstanding any provisions to the contrary in the Option Agreements
(including provisions based on continuation of “Service” as defined therein, or
otherwise), any options to purchase shares of common stock of the Company held
by Executive that are not vested as of April 1, 2010, shall expire unexercised
on April 1, 2010, (b) any vested options to purchase shares of common stock of
the Company may be exercised in accordance with terms and conditions of the
applicable Option Agreements, and (c) other than such options, Executive has no
right, title or interest in or to any options or rights to acquire shares of
capital stock of Company, pursuant to any agreement (oral or written) or plan
with Company or otherwise.
4. Applicable
Law. The validity, interpretation and performance of this
Agreement shall be construed and interpreted according to the laws of the State
of Texas.
5. Agreements Remain in Force
Except for Modification. Except as modified herein, the
agreements between Company and Executive listed on Exhibit
B remain in full force and effect. It is agreed that there are
no collateral agreements or representations, written or oral, regarding the
terms and conditions of Executive’s separation of employment with Company other
than those set forth in this Agreement. This Agreement may be amended only by a
written instrument executed by all parties hereto.
THE
PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND
EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES
HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.
|
Dated:
March 14,
2010
|
/s/ Xxxxxxx
Xxxxxxxxxx
|
Xxxxxxx
Xxxxxxxxxx
MULTIMEDIA
GAMES, INC.
|
Dated:
March 14,
2010
|
/s/ Xxxxxxx X. Xxxxxx,
Xx.
|
Xxxxxxx
X. Xxxxxx, Xx.
Chairman
EXHIBIT
A
1. Multimedia
Games, Inc. Stock Option Agreement and related Notice of Grant of Stock Option
dated June 15, 2008, representing a nonstatutory option to purchase 1,300,000
shares of the Company’s common stock at an exercise price of $4.68 per share,
issued under the Company’s 2008 Employment Inducement Award
Plan.
2. Multimedia
Games, Inc. Stock Option Agreement (Immediately Exercisable) and related Notice
of Grant of Stock Option dated September 30, 2009, representing a stock option
to purchase 300,000 shares of the Company’s common stock at an exercise price of
$5.12 per share, issued under the Company’s 2002 Stock Option Plan (19,531
shares representing an incentive stock option; 280,469 shares representing a
non-qualified stock option).
EXHIBIT
B
1. Executive
Employment Agreement dated June 15, 2008, as amended December 31,
2008
2. Indemnification
Agreement effective June 15, 2008
3. The
Option Agreements (as defined, and as identified on Exhibit A
hereto)
4. Agreement
Regarding Proprietary Developments, Confidential Information, and
Non-Solicitation dated June 15, 2008
5. Common
Stock Purchase Agreement dated June 15, 2008
