16106 Hart Street Van Nuys, California 91406 818.909.6030 tel 818.909.6070 fax www.uwink.com
EXHIBIT
10.30
16106
Xxxx Street
Van Nuys, California 00000
000.000.0000 tel 000.000.0000 fax
xxx.xxxxx.xxx
|
November
15, 2007
Xxxxx
Xxxxxxxx
00000
Xxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Re: Employment
Terms, as
amended and restated as of November 15, 2007
Dear
Xxxxx:
The
purpose of this letter is to set forth the amended and restated terms of
employment between uWink, Inc., a Delaware corporation (the “Company”), and you
(“Executive”).
1. Duties.
During the term
of this Agreement, Executive shall serve as Chief Executive Officer and Chairman
of the Board of Directors of the Company.
2. Term. Executive
shall
be employed subject to the election of both parties.
3. Compensation. Executive’s
initial base salary shall be $225,000 per annum, as may be adjusted by the
Board
of Directors from time to time. Executive will participate in a Bonus
Program to be created by Board of Directors.
4. Benefits. Executive
will receive all benefits, including health insurance, as granted to other
senior executives of the Company.
5. Termination. It
is
agreed that Executive is employed at will and either party may terminate this
Agreement with or without cause at any time upon thirty (30) days prior written
notice. Upon termination (except by the Company for Cause (as defined below)
or
by Executive without Good Reason (as defined below)) Executive shall receive
a
one-year severance payment equal to 12 months base salary, a pro rata portion
of
annual bonus, immediate vesting of all stock options and restricted stock,
and
payment of any COBRA amount due for the provision of any and all health benefits
provided to the Executive and Executive’s family immediately prior to his
termination for a period of up to 18 months.
For
purposes of this Letter Agreement, the term “Cause” shall mean (i) an action of
the Executive which constitutes a willful and material breach of, or willful
and
material failure or refusal (other than by reason of his disability or
incapacity) to perform his duties under this Agreement that is not cured within
forty-five (45) days after receipt by the Executive of written notice, (ii)
fraud, embezzlement or misappropriation of funds
during the Executive’s employment with the Company, or (iii) a conviction of any
crime during Executive's employment with the Company which involves dishonesty
or a breach of trust or involves the Company or its executives.
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Any
termination for Cause shall be made by written notice to the Executive, which
shall set forth in reasonable detail all acts or omissions upon which
the Company is relying for the termination. The Executive shall have the right
to address the Company’s board of directors regarding the acts or omissions set
forth in the notice of termination.
For
purposes of this Letter Agreement, the term “Good Reason”
means: (i) a reduction by the Company in Executive’s base salary
to a rate less than the initial base salary rate set forth in this Letter
Agreement; (ii) a change in the eligibility requirements or performance
criteria under any employee benefit plan or incentive compensation arrangement
under which Executive is covered on the effective date of this Agreement, and
which materially adversely affects Executive; (iii) Company requiring
Executive to be based anywhere other than the Company’s headquarters or the
relocation of Company’s headquarters more than 20 miles from its location on the
effective date of this Agreement, except for required travel on the Company’s
business to the extent substantially consistent with the business travel
obligations which Executive undertook on behalf of the Company on the effective
date of this Agreement; (iv) the assignment to Executive of any duties or
responsibilities which are materially inconsistent with Executive’s status or
position as a member of the Company’s executive management group; or (v)
Executive’s good faith and reasonable determination, after consultation with
nationally-recognized counsel, that Executive is being unduly pressured or
required by the board of directors or a senior executive of the Company to
directly or indirectly engage in criminal activity.
Upon
any
termination by the Company for Cause or the Executive without Good Reason,
the
Company shall pay to the Executive any due and unpaid compensation (including
any bonus compensation earned but unpaid) and earned but unused vacation time
through the date of termination.
6. Indemnity.
The
Company shall indemnify and hold the Executive harmless from any cost, expense
or liability arising out of or relating to any acts or decisions made by the
Executive on behalf of or in the course of performing services for the Company
to the same extent the Company indemnifies and holds harmless other executive
officers and directors of the Company and
in
accordance with the Company’s certificate of incorporation, bylaws and
established policies.
7. Governing
Law. This Agreement shall be governed by the laws of the State of
California.
[Signature
page follows]
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If
you
agree with the foregoing, please execute in the space provided below. We look
forward to a long and rewarding relationship.
UWINK, INC. | |
By: /s/
Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Chief Financial Officer
|
|
EXECUTIVE | |
By: /s/ Xxxxx Xxxxxxxx | |
Xxxxx
Xxxxxxxx
Executive
|
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