SETTLEMENT AND RELEASE
This Settlement and Release (the "Agreement") is effective as of November 29,
2007 by and between Xxxx X. Xxxxx ("Xxxxx") and Gottaplay Interactive, Inc., a
Nevada corporation (the "Company").
RECITALS
1. Gorst purportedly entered into an employment agreement (the "Employment
Agreement") with the Company on or about August 31, 2006. Pursuant to the terms
of the Employment Agreement, Gorst was to be employed by the Company as its
Chief Executive Officer for a period of three (3) years, plus any extension
period pursuant to the terms of the Agreement.
2. Pursuant to the terms of the Employment Agreement, the Company did agree to
pay Gorst an annual salary, as indicated in Exhibit "A" to the Agreement.
3. As a result of certain circumstances, the parties hereto wish to terminate
the Employment Agreement in its entirety and establish the terms and conditions
of their employment relationship as set forth herein below.
NOW, THEREFORE, in consideration of the promises and of the mutual
obligations hereinafter set forth, and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
ARTICLE I
EMPLOYMENT RELATIONSHIP
Section 1.01 CANCELLATION OF EMPLOYMENT AGREEMENT. In consideration for the
mutual promises contained herein, Gorst agrees to terminate the Employment
Agreement effective as of the date hereof and waive any and all accrual of past
due salaries, expenses, or any other compensation due Gorst under the Employment
Agreement.
Section 1.02 TERMS OF EMPLOYMENT. Effective upon execution hereof, Gorst shall
remain the Chief Executive Officer of the Company, to hold such position at the
discretion of the Company's Board of Directors for a period of one (1) year from
the date hereof, In the event that Gorst is replaced as the CEO and or Chairman
of Gottaplay, the parties mutually agree that Gorst shall become the President
of the Company's On-line/Interactive division, unless terminated prior pursuant
to the terms contained herein below. The terms of employment shall be as
follows:
A. A monthly salary of $6,000.00;
b. In the event of termination cause, as outlined in this agreement,
Gorst shall receive a one-time severance payment from the Company equal
to three (3) month's salary;
c. A stock bonus program to be determined by the Company's Board of
Directors within 60 days from execution of this agreement, which
program shall be tied directly to the EBITA of the Company's On-line
division, as determined by the Company's independent auditors;
x. Xxxxx shall be provided, at the Company's expense, full health
insurance for himself as well as his two children during the term of
this Agreement. Additionally, these health benefits shall continue to
be provided for a period of six months past the one year period in the
event that this Agreement is not renewed and or is terminated for any
reason other than for cause.
x. Xxxxx shall also be entitled to three weeks vacation during the one
year period covered by this Agreement.
No other compensation shall be paid to Gorst by the Company.
Section 1.03 Termination of Employment Agreement
Termination by Employer
a) DEATH OR DISABILITY. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 12(b) of this Agreement of its intention to terminate the Executive's
employment. In such event, the Executive's employment with the Company shall
terminate effective on the 30th day after receipt of such notice by the
Executive (the "Disability Effective Date"), provided that, within the 30 days
after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time basis for 180 consecutive business days as a
result of incapacity due to mental or physical illness which is determined to be
total and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative.
(b) CAUSE. The Company may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement, "Cause" shall
mean:
(i) the willful failure of the Executive to perform substantially the
Executive's duties with the Company (other than any such failure resulting from
incapacity due to physical or mental illness), which failure is not cured within
30 days after a written demand for substantial performance is delivered to the
Executive by the Board which specifically identifies the manner in which the
Board believes that the Executive has not substantially performed the
Executive's duties, or (ii) the willful engaging by the Executive in illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Company.
ARTICLE II
GORST COVENANTS AND RELEASE
As a material inducement to the Company to enter into this Agreement
Gorst agrees as follows:
SECTION 2.1 ESCROW OF GORST SHARES. Upon execution hereof, Gorst agrees
to execute and deliver that certain "lock-up" agreement, a copy of which is
attached hereto and incorporated herein as if set forth as Exhibit "A" relating
to all shares of the Company's Common Stock not previously pledged by Gorst.
SECTION 2.1 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes any prior oral or written agreement among the parties. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
Washington without giving effect to the principles of conflicts of laws thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
GOTTAPLAY INTERACTIVE, INC.
By:/s/ M. Xxxxxxx Xxxxxx
Its: Chief Financial Officer
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
