AMENDMENT TO MANAGEMENT
RETENTION AGREEMENT
THIS AMENDMENT
TO MANAGEMENT RETENTION AGREEMENT is dated as of March 3,
2006 (this “ Amendment ”), by and among
Youbet.com, Inc., a Delaware corporation (“ Youbet
”), UT Group, LLC, a Delaware limited liability company
(“ Seller ”), Joe Tracy (“ Tracy
”) and Terry Woods (“ Woods ”).
Capitalized terms that are not defined elsewhere in this Amendment
shall have the meanings ascribed to such capitalized terms in the
Agreement (as defined below).
A. Youbet,
Seller, Tracy and Woods are parties to that certain Management
Retention Agreement, dated as of February 10, 2006 (the
“ Agreement ”).
B. Pursuant
to Section 11 of the Agreement, Youbet, Seller, Tracy
and Woods desire to amend the Agreement upon the terms and
conditions set forth in this Amendment.
In consideration
of the mutual covenants of the parties as hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, the parties hereto hereby agree
as follows:
1.
Recitals . Effective as of the date first set forth above,
the section entitled “ RECITALS ” of the
Agreement is amended and restated in its entirety to read as
follows:
A. Youbet and
Seller are parties to that certain Stock Purchase Agreement, dated
as of November 30, 2005 (as amended, modified or supplemented
from time to time, the “ Purchase Agreement ”),
by and among Youbet, UT Gaming, Inc., a Delaware corporation
(“ Purchaser ”), Seller and United Tote Company
(“ United Tote ”), pursuant to which Purchaser,
a wholly-owned subsidiary of Youbet, acquired from Seller all of
the capital stock of United Tote.
B. As a material
inducement to cause Youbet and Purchaser to enter into the Purchase
Agreement, Tracy entered into that certain Restricted Stock
Purchase Agreement (the “ Tracy Restricted Stock Purchase
Agreement ”), dated November 30, 2005, by and
between Tracy and Youbet and that certain Lock-Up Agreement (the
“T racy Lock-Up Agreement ”), dated
November 30, 2005, by and between Youbet and Tracy, and Woods
entered into that certain Restricted Stock Purchase Agreement (the
“ Woods Restricted Stock Purchase Agreement ”
and, together with the Tracy Restricted Stock Purchase Agreement,
the “ Restricted Stock Purchase Agreements ”),
dated November 30, 2005, by and between Woods and Youbet and
that certain Lock-Up Agreement (the “ Woods Lock-Up
Agreement ” and, together with the Tracy
Lock-Up
Agreement, the
“ Lock-Up Agreements ”), dated November 30,
2005, by and between Youbet and Woods.
C. Upon the
Closing (as defined in the Purchase Agreement), the Restricted
Stock Purchase Agreements and Lock-Up Agreements were terminated
and Youbet, Purchaser, Tracy and Woods replaced the incentives for
Tracy and Woods to remain in the employ of United Tote after the
Closing (as defined in the Purchase Agreement) provided under such
agreements with the incentives contemplated in the
Agreement.
D. Tracy serves as
the Vice President, Game Development of United Tote pursuant to the
terms of that certain Employment Agreement, dated as of
September 5, 2003, by and between Tracy and United Tote, as
amended by that certain First Amendment to Employment Agreement,
dated November 30, 2005, and by that certain Second Amendment
to Employment Agreement, dated March 3, 2006 (the “
Tracy Employment Agreement ”).
E. Tracy desires
to continue to serve as Vice President, Game Development of United
Tote in accordance with the terms of the Tracy Employment
Agreement.
F. Effective as of
the date hereof and in connection herewith, Woods and United Tote
have entered into that certain Settlement and General Release
Agreement, dated as of March 3, 2006 (the “ Release
Agreement ”), pursuant to which Woods resigned from his
position as the President and Chief Operating Officer of United
Tote and waived any and all claims against United Tote and certain
other released parties, including, but not limited to, those
arising in connection with that certain Employment Agreement, dated
as of September 5, 2003, by and between Woods and United Tote,
as amended by that certain First Amendment to Employment Agreement,
dated November 30, 2005 (the “ Woods Employment
Agreement ”).
G. Woods remains
bound by certain provisions of the Woods Employment
Agreement.
H. Woods and
Purchaser are parties to that certain Non-Compete Agreement, dated
as of November 30, 2005 (the “ Non-Compete
Agreement ”).
2.
Termination of Certain Agreements . Effective as of the date
first set forth above, Section 1 of the Agreement is
amended and restated in its entirety to read as follows:
1.
Termination of Certain Agreements . The parties hereto
hereby acknowledge and agree that, upon the Closing, the Restricted
Stock Purchase Agreements and Lock-Up Agreements terminated and
became null and void, without any liability of any party to any
other party thereunder.
3.
Payments upon Termination of Employment . Effective as of
the date first set forth above, Section 2 of the
Agreement is amended and restated in its entirety to read as
follows:
2.
Payments upon Termination of Tracy’s Employment
.
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