16106 Hart Street Van Nuys, California 91406 818.909.6030 tel 818.909.6070 fax www.uwink.com
EXHIBIT
10.31
 |
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 the Chief Financial Officer 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 or
omission of the Executive which constitutes a material breach of, or material
failure or refusal to perform his duties under, this Agreement, (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. 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.
1
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]
2
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 Xxxxxxxx
Xxxxx Xxxxxxxx
Chief Executive Officer
By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Executive
|
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