AGREEMENT
This Agreement (the "Agreement" is effective as of November 29, 2007 by
and between Xxxx Xxxxxxx ("Xxxxxxx") and Gottaplay Interactive, Inc. a Nevada
corporation (the "Company").
RECITALS
1. Rasheed entered into an employment agreement (the "Employment Agreement")
with the Company on or abot January 1, 2007. Pursuant to the terms of this
Employment Agreement, Rasheed was to be employed by the Company as its
President for a period of three (3) years, plus any extension period pursuant
to the temrs of the Agreement.
2. Pursuant to the terms of the Employment Agreement, the Company did agree to
pay Rasheed an annual salary, as indicated in Exhibit "1" to the Employment
Agreement.
3. As a result of certain circumstances, the parties hereto agree that the
Employment Agreement is null and void and the parties hereto wish to
establish the terms and conditions of their employment relationship as set
forth hereinbelow.
4. Except for that certain Promissory Note in the principal amount of S43,000
owed by the Company to Rasheed and any and all valid expenses incwred by
Rasheed as of the date of this Agreement that have not been reimbursed
(hereinafter jointly referred to as the ("Balances Owed"), the Company and
Rasheed also desire to resolve and settle in full any and all claims that
Rasheed had, has or may have against the Company or any of its past, present
and future subsidiaries, affiliates, officers, directors, employees, agents,
stockholders, partners, managers, representatives, members, successors and
assigns, both individually and in their official capacities (collectively
with the Company; the "Released Parties"), including, but not limited to, all
claims for damages of any kind or damages for injury of any kind that were or
could have been raised by Rasheed as of the date of execution of this
Agreement
NOW, THERFORE, 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 AGREEMENT. In consideration for the mutual
promises contained herein, Rasheed agrees to terminate the Agreement
effective as of the date hereof and, except for the Balances Owed (See
Exhibit A), waives any and all accrual of past due salaries, expenses, or any
other compensation due Rasheed under the Employment Agreement.
Section 1.02
Section 1.03 Terms of Employment. hereof, Effective upon execution hereof,
Rasheed shall become the Vice President of the Online/Interactive division of
the Company's wholly owned subsidiary, Gottaplay Interactive, Inc, to hold
such position for a period of one (I) year from the date hereof, unless
terminated prior pursuant to the terms contained hereinbelow. The terms of
employment shalt be as follows:
a. A Monthly salary of $5,000;
b. In the event of termination without cause, Rasheed shall receive a one-time
severance payment from the Company equal to four (4) month's salary;
c. A stock bonus programs to be determined by the Company's Board of Directors,
within 90 days from execution of this agreement, which program shall be tied
directly to the online division of the Company's EBITA,
d. Three (3) weeks paid vacation during the one year period covered by this
Agreement
Section 1.03 Termination by the Company.
a) Death or Disability. Rasheed's employment shall terminate automatically upon
her death during the Employment Period. If the Company determines in good
faith that the Disability of Rasheed has occurred during the Employment
Period (pursuant to the definition of Disability set forth below), it may
give to Rasheed written notice of its intention to terminate Rasheed's
employment. In such event, Rasheed's employment with the Company shall
terminate effective on the 30th day after receipt of such notice by Rasheed
(the "Disability Effective Date"), provided that, within the 30 days after
such receipt, Rasheed shall not have returned to full-time performance of her
duties. For purposes of this Agreement, "Disability" shall mean the absence
of Rasheed from her duties with the Company on a fu11-time basis for thirty
(30) consecutive 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 Rasheed or her legal
representative.
b) Cause. The Company may terminate Rasheed's employment during the Employment
Period for Cause. For purposes of this Agreement, "Cause" shall mean(i) the
willful failure of Rasheed to perform substantially Rasheed'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 Rasheed by the
Company's Board of Directors which specifically identifies the manner in
which the Board believes that -Rasheed has not substantially performed her
duties, or (ii) the willful engaging by Raslieed in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the Company; or
(iii) if Rasheed accepts employment or a consulting position WITH ONE OR more
of the Company's competitors; or (iv) any ultra vices act undertaken by
Rasheed.
Section 1.04 Termination by Rasheed. Rasheed may choose to terminate
agreement at any time during the employment term. Rasheed shall provide
written notice THIRTY (30) DAYS prior to departure date. In the event this
Agreement is terminated by Rasheed. the Company shall have no further
obligations to Rasheed herein.
ARTICLE II
RASHEED COVENANTS AND RELEASE
As a material inducement to the Company to enter into this Agreement, Rasheed
agrees as follows:
ARTICLE III
ADDITIONAL PROVISIONS
Section 2.01 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.
Section 2.02 Counterparts Facsimile Execution. Execution For purposes of this
Agreement, a document (or signature page thereto) signed and transmitted by
facsimile machine or telecopier is to be treated as an original document. The
signature of any party thereon, for purposes hereof. is to be considered as
an original signature. and the document transmitted is to be considered to
have the same binding effect as an original signature on an original
document. At the request of any party, a facsimile or telecopy document is to
be re-executed in original form by the parties who executed the facsimile or
telecopy document. No party may raise the use of a facsimile machine or
telecopier machine as a defense to the enforcement of the Agreement or any
amendment or other document executed in compliance with this Section
Section 2.03 Notices. Any notice provided or permitted to be given under this
Agreement must be in writing, but may be served by deposit in the mail,
addressed to the party to be notified, postage prepaid, and registered or
certified, with a return receipt requested. Notice given by registered mail
shall be deemed delivered and effective on the date of delivery shown on the
return receipt. Notice may be served in any other manner, including telex,
telecopy, telegram, etc., but shall be deemed delivered and effective as of
the time of actual delivery. For purposes of notice, the addresses of the
parties shall be that address as the parties hereto may so advise, in
writing, in the future.
Section 2.04 Drafting Party. This Agreement expresses the mutual intent of
the parties to this Agreement. Accordingly, regardless of the party preparing
any document, the rule of construction against the drafting party shall have
no application to this Agreement.
IN WITHNESS WHEREOF, the parties have caused this Agreement to be executed as
of the date first written above.
GOTTAPLAY INTERACTIVE, INC.
By:/s/ Xxxx X. Xxxxx
Its:Chief Executive Officer
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
