GAMETECH INTERNATIONAL, INC.
AMENDED
EMPLOYMENT
AGREEMENT
This AMENDED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
at Tempe, Arizona on this 1st day of October, 1997 by and between GameTech
International Inc., a Delaware corporation ("GTI" or the "Company"), and
XXXXXX X. XXXXXXX, XX. ("Executive").
Whereas:
A. The Company and Executive have entered into that previous Executive
Employment Agreement dated August 14, 1997 whereby Executive was
employed as the PRESIDENT AND CHIEF OPERATING OFFICER of the Company.
B. The Company and Executive desire to amend the Executive Employment
Agreement, 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, with the exception of the terms and
conditions stated in the Offer Sheet formally executed by GameTech
and Executive on March 4, 1997. 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 term of this Agreement, Executive shall be employed by the
Company as its PRESIDENT AND CHIEF OPERATING 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").
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 and does not materially interfere with effective
performance of Executive's duties under this Agreement.
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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 TWO (2) year term (the
"Term") beginning on the effective date of this Agreement and ending upon the
close of business on SEPTEMBER 30, 1999. 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.) 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
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Company; (iii) during any consecutive two year period, individuals
who at 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 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 or work to an area
other than the location of the Company's principal executive
offices.
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 permanently
disabled if so determined by the Company's Board
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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 during the Term, the
minimum Annual Base Salary payable to Executive shall be ONE-HUNDRED AND
THIRTY THOUSAND DOLLARS ($130,000). Such Base Salary shall be paid in
equal bi-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.
b. ANNUAL BONUS
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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 and commences 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/sick leave each year during the Term not less
than TWENTY-EIGHT (28) days. Executive is allowed to accrue a
maximum of SIXTY (60) full days of unused vacation/sick leave time.
Said vacation/sick leave 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 or similar retirement plan, or under any group life or group
health or accident or
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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 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; and
(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 entitled
to the protections outlined in Paragraph 7 herein.
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:
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(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;
(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 of vesting of any stock options or other rights
previously provided to Executive under any Company
Long-Term Incentive Plan;
(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.
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d. FOR REASON OF DEATH
In the Event of Executive's Termination of Service of 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;
(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, 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
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between the Company and Executive covering such options or
other rights.
(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.
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.
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 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
through the close of business 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
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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) years 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.
(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 as enforceable.
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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
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
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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 contains
the entire agreement between the Company and Executive and supersedes (with
the exception of Exhibit "A" herein attached) all prior written agreements,
understandings and commitments between the Company and 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
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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 0000 XXXXXXXXX XXXX, XX, XXXXXXXXXXX, XXX XXXXXX 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.
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/ Xxxxxx X. Xxxxxxx, Xx. GAMETECH INTERNATIONAL, INC.
--------------------------
XXXXXX X. XXXXXXX, XX.
BY: /s/ Xxxxxxx X. Xxxxx
--------------------
NAME: Xxxxxxx X. Xxxxx
------------------
Title: Chairman & CEO
-----------------
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EXHIBIT A
---------
[LETTERHEAD]
Xx. Xxxxxx X. Xxxxxxx Xx. March 4, 1997
0000 Xxxxxxxxx Xxxx XX
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Dear Xxxxxx:
Per our discussion the following is a summary of the offer GameTech is making
to you for the position of President & Chief Operating Officer.
- Starting salary $130,000 per year with annual performance reviews based on
sales, profitability, new product introductions, new market penetration and
expense and cost controls. I will be working on a formalized bonus and
salary package for all the senior players this year.
- After your 90 day probation period you will become a member of the Board
of Directors.
- You will receive a total stock option grant of Two Hundred Thousand
(200,000) shares of stock at $1.00 per share. Your vesting will be as
follows:
100,000 shares upon completion of 12 months of full time service.
20,000 additional shares upon completion of 24 months of full time service.
30,000 additional shares upon completion of 36 months of full time service.
50,000 additional shares upon completion of 48 months of full time service.
- All options will have a ten year life.
- If GameTech is purchased by another company you will become immediately
vested in the above stock option grants.
- Any cost in doing a public offering of GameTech stock will be the
responsibility of GameTech and will place no financial burden on you.
- You will participate in the GameTech executive bonus program, incentive
stock option program and the company profit sharing program.
- You will participate in the company's premium free medical, dental and
vision programs. However, this is subject to change depending upon future
cost impact to the company. You will participate in the same manner as all
other officers.
In addition you may want to look at the Cobra medical cost to you and your
family for the next 18 months vs GameTech's cost. If yours is cheaper
GameTech will pick up the premiums.
- GameTech will grant you an allowance up to $2,000 per month for temporary
living. This allowance will be for six months. If temporary living
arrangements are needed GameTech will look at renting something for you in
lieu of some of the allowance. This may have a favorable tax impact.
- GameTech will grant you a $7,500 moving allowance.
- GameTech will pay the airfare for two round trips per month up to a
maximum of six months to Albuquerque.
- You will receive four weeks discretionary time off for vacation, sick
leave etc.
- Upon completing your move to our designated corporate headquarters you
will be granted a $750 car allowance and a company gas credit card.
- Upon completion of your 90 probationary period we will formalize a formal
contract/employment agreement.
Xxxxxx, because of the importance of your current General Management position
to the Isleta Indian community and the significant legal issues you are
currently addressing at the Governor's level we will give you up to six months
to make this transition. However, during this time period we expect you to be
available for consultation and attendance at critical tactical and strategic
management meetings.
We at GameTech are looking forward to you joining our company and the
many opportunities we face. In addition, I will try and delay the strategic
discussion with BCM and Bingo King. I am looking forward in sharing our
vision for the future and working with you.
Best regards,
/s/ Xxxxxxx X. Xxxxx 3-4-97 /s/ Xxxxxx X. Xxxxxxx Xx. 3-4-97
----------------------------- -----------------------------------
Xxxxxxx X. Xxxxx Date Xxxxxx X. Xxxxxxx Xx. Date
