Exhibit 10.3
[GRAPHIC OMITTED] uWink Inc.
00000 Xxxxxxxx Xx.
Xxx Xxxxxxx, XX 00000
310.827.6900 000.000.0000 fax
xxx.xxxxx.xxx
March 3, 2006
Xxxxx Xxxxxxxx
00000 Xxxxxxxx Xx.
Xxx Xxxxxxx, XX 00000
Re: Employment Terms
Dear Xxxxx:
The purpose of this letter is to set forth the terms of employment between
uWink, Inc., a Utah 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 $120,000 per
annum. Executive will participate in Bonus Program to be created by Board of
Directors Compensation Committee.
4. Stock Options. The Company will grant Executive stock options to
purchase 500,000 shares of common stock at an exercise price of $.33 per share.
The terms of the stock options shall be as set forth in the Stock Option
Agreement attached hereto.
5. Benefits. Executive will receive all benefits, including health
insurance, as granted to other senior executives of the Company. The Company
will agree to pay all costs for health insurance for Executive and Executive's
family.
6. 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 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.
[GRAPHIC OMITTED] uWink Inc. 00000 Xxxxxxxx Xx. Xxx Xxxxxxx, XX 00000
000.000.0000 000.000.0000 fax xxx.xxxxx.xxx
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. 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.
7. Confidentiality and Non-Solicitation. Executive will sign the attached
Confidentiality and Non-Solicitation Agreement that all employees of the Company
are required to sign.
8. 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.
9. Governing Law. This Agreement shall be governed by the laws of the State
of California.
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
