EXHIBIT 4.10
[WINS LETTERHEAD]
October 11, 1995
Xxxxxxx X. Xxxxxx
00000 Xxxx Xxxx Xxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 00000 Re: Separation Agreement
Dear Xxxxx:
This shall confirm the terms of your separation from Winners Entertainment,
Inc. which we have agreed shall become effective at the close of business
October 31, 1995. Winners has agreed that you shall receive the following
consideration at that time:
1. Your regular salary and medical insurance benefits for a period of 90
days following the date of separation;
2. Your accrued vacation pay from your first date of employment through
October 31, 1995, which shall be paid in equal installments with your salary
during said 90 day period;
3. Stock options to purchase 30,000 shares of Winners Entertainment, Inc.
common stock pursuant to and on the terms contained in the Winners' October
1992 Stock Incentive Plan, as amended at the Annual Shareholders Meeting,
September 11, 1995, and as described in Winners' proxy statements for the
fiscal years ended December 31, 1992 and December 31, 1994.
4. Fifteen Thousand (15,000) shares of restricted Rule 144 Winners
Entertainment, Inc. common stock which shall be included at the earliest
possible date in any registration statement which Winners may file with the
Securities and Exchange Commission on Forms S-1 or S-3. Any such
registration shall be attempted on a best efforts basis and Winners cannot
guarantee that such a registration will be filed or that if filed, approval
by the SEC will be obtained.
To assist Winners in its transitional needs after your separation, you have
agreed to be available for consultation reasonably requested by Winners
during said 90 day period. If the above correctly states the terms of our
agreement, please indicate so by signature below.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Secretary
Xxxxxxxxxxx and accepted this 11th of October, 1995 at San Juan Capistrano,
California.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
