EXHIBIT 10.10
Letter Memorandum
May 1, 2005
TO: Xxxxxx Xxxxx
FROM: Xxxx X. Xxxxxxxx, Chairman
TrackPower, Inc.
RE: Employment/Consulting Agreement
================================================================================
As we have discussed, TrackPower, Inc. ("TrackPower") desires to retain
the services of Xxxxxx Xxxxx ("You") as President and CEO of TrackPower, Inc.
under the following terms and conditions:
o You will receive a monthly compensation of fifty thousand dollars
($50,000.00) payable half on each the fifteenth and thirtieth of each
month;
o You will be entitled to a performance bonus as determined by the
Compensation Committee. It is our mutual understanding that this bonus
will be related to a formula to be mutually agreed upon by us;
o TrackPower will obtain and provide to you a usual and customary
benefits package available for similar executives including disability
insurance, health insurance and the like;
o TrackPower, to the extent you are insurable, will obtain a Key Man
insurance policy on your life in the sum of ten million dollars
($10,000,000.00). Either separate policies shall be issued in an
aggregate of ten million dollars ($10,000,000.00) or a portion of this
policy will be paid to your family or estate, as directed by you, in
the following schedule:
a. During the first 12 months of this agreement, the sum of $1.5
million dollars;
b. During the next 12 months, the sum of $2.5 million dollars;
c. During the next 3 years, the sum of $3.5 million dollars;
d. Thereafter, the sum of $5 million dollars.
o All of your reasonable and necessary business expenses shall be paid
within 15 days of our receipt of invoices from you or a company credit
card shall be provided for such expenses;
o TrackPower shall lease for your benefit and pay all expenses
associated therewith an automobile of your choice at a monthly rental
(for a 3 year term) of not more than $1000.
o You will receive two and one half percent (2 1/2 %) of TrackPower's
unrestricted issued and outstanding shares of common stock within
sixty days of the date hereof and thereafter an additional one half
percent (.5%) annually in restricted stock with full piggy back
registration rights to be delivered on or before January 5 of each
year up to a total of five (5%) percent.
o Additionally, you hall be entitled to an equity participation in the
assignee of this agreement as mutually agreed by us or such entity
that shall be formed to identify and develop all other gaming
properties other than those in TrackPower.
o The term of this agreement shall be for five (5) years and extended as
mutually agreed upon thereafter.
o It is agreed that in the event that you obtain minimum financing of
$25,000,000.00, a minimum success fee shall be paid to you in the sum
of $250,000.00 (US), net of taxes plus one (1%) percent of the excess
over $25,000,000.00 upon closing of financing.
It is our further understanding that you shall provide such services for
TrackPower or such other gaming entities as may reasonably be requested,
including, but not limited to Xxxxx Xxxxx Xxxxxxx, Xxxxxx Xxxxx Race Track,
TrackPower and an entity yet to be formed designed to identify and develop other
gaming entities in the United States, Canada and the Bahamas.
It is our understanding that this Letter Memorandum shall be replaced by a
more formal Agreement within 60 days hereof. Additionally, it is our
understanding that you acknowledge that this Letter Memorandum shall be
assignable by TrackPower to a subsequent entity subject to the approval of
Xxxxxx Xxxxx, which approval shall not be unreasonably withheld.
TrackPower, Inc.
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxx Xxxxx
----------------------------- ----------------------
Xxxx X. Xxxxxxxx, Chairman Xxxxxx Xxxxx
