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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: YOUBET COM INC You are currently viewing:
This Employee Retention Agreement involves

YOUBET COM INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 8/11/2008
Industry: Casinos and Gaming     Sector: Services

EMPLOYMENT AGREEMENT, Parties: youbet com inc
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Exhibit 10.7

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) effective as of March 1, 2008, is by and between Youbet.com, Inc., a Delaware corporation (the “Company”), and Dan Perini (“Officer”).

1. EMPLOYMENT; DUTIES AND ACCEPTANCE:

Employment by Company .

The Company hereby employs Officer, and Officer hereby agrees to serve as Vice President of Business and Legal Affairs subject to the terms and conditions of this Agreement. Officer shall report to the Chief Financial Officer (“CFO”) or any officer appointed by the CFO to supervise Officer.

Dedicated Service .

During his employment, Officer shall devote such time, attention, energies, interests, and abilities to the business of the Company as is necessary to fulfill his responsibilities, shall well and faithfully serve the Company, and shall use his best efforts to promote the interests of the Company. Officer shall not engage in any business activity that would be adverse to the Company or its business prospects, financial or otherwise. Without limiting the generality of the foregoing, without the prior written consent of the Company, Officer shall not be employed by or provide services to any competitor of the Company in the Internet gaming industry during his employment with the Company.

Location of Employment .

Officer will be based at the Company headquarters, currently in Woodland Hills. Notwithstanding the foregoing, Officer acknowledges that he will be responsible to travel away from headquarters when required by the CFO or the Chief Executive Officer (“CEO”).

Duties .

Officer shall report to the Chief Financial Officer and in furtherance of the following duties:

 

(a)

 

Legal department : Responsible for overseeing and, at the direction of and in consultation with the CEO or the CFO, coordinate all legal affairs for the Company including engaging outside counsel as necessary as well as approve and maintain all licensing agreements, contracts, trademarks, patents and intellectual property, in accordance with applicable law.

 

(b)

 

Regulatory responsibilities : Monitor and report on legislation, regulations and laws in the gaming industry that impact Company enterprises.

 

 

(c)

 

Corporate responsibilities : Facilitate, support and coordinate, where appropriate, communications, review and planning efforts as directed by the Chairman of the Board, the CEO or the CFO.

2. TERM:

The term of this Agreement shall commence as of March 1, 2008 (the “Effective Time”) and end on February 28, 2009 (the “Term”) unless sooner terminated pursuant to Section 7 hereof. Upon the expiration of the Term, all provisions and obligations under this Agreement shall cease (with the sole exception of Officer’s obligation under Paragraph 5 and the arbitration requirement under Section 10 which shall survive fully and remain in effect during Officer’s employment and thereafter, as specified therein) and any continued employment of Officer shall be at will, and as such the Company may terminate Officer’s employment for any reason, or no reason, with or without cause, upon 60 days prior written notice to Officer.

 

 


 

3. COMPENSATION AND BENEFITS:

(a)  Salary . Officer shall receive a salary (the “Annual Salary”) at the rate of $195,000 per annum. All salary shall be less such deductions as shall be required to be withheld by applicable law and regulations, shall be paid twice monthly in accordance with the Company’s normal payroll practice and shall be pro-rated for any period that does not constitute a full twelve (12) month period.

(b)  Bonuses . Officer shall be entitled to participate in the Company Bonus Plan at the Senior Management level as set forth in the Company Bonus Plan Policy; said Bonus if any, will be based on the Annual Base Salary.

(c)  Stock Options . Officer will be entitled to participate in the Company’s Equity Incentive Plan. Any proposed grants under the plan are subject to approval by the Compensation Committee. Any and all approved grants shall be subject to the terms and conditions of Equity Incentive Plan.

(d)  Service Requirement . Compensation payable under this Agreement is directly linked to Officer’s service. If Officer is unable to perform his duties hereunder for ten (10) or more consecutive days due to any medical condition or other reason, Officer shall not earn compensation and benefits during such period of non-performance unless required by applicable law or in accordance with Company policy.

4. PARTICIPATION IN EXECUTIVE BENEFIT PLANS:

(a)  Fringe Benefits . Officer shall be permitted during the Term to participate in any group life, medical, hospitalization, dental, health and accident and disability plans, supplemental health care plans and plans providing for life insurance coverage, and any other plans and benefits, generally maintained by Company for Officers of the stature and rank of Officer during the Term hereof, each in accordance with the terms and conditions of such plans (collectively referred to herein as “Fringe Benefits”); provided, however, that Company shall not be required to establish or maintain any such Fringe Benefits.

(b)  Vacation . Officer shall accrue paid vacation days at the rate of 6.16 hours per pay period up to a maximum of four (4) weeks per year in accordance with the terms and conditions of the Company Vacation Policy.

(c)  Expenses . The Company will reimburse Officer for actual and necessary travel and accommodation costs, entertainment and other business expenses incurred as a necessary part of discharging the Officer’s duties hereunder, subject to receipt of reasonable and appropriate documentation by the Company and such expenses being in accordance with Company policy.

 

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5. CERTAIN COVENANTS OF EXECUTIVE:

Without in any way limiting or waiving any other right or remedy accorded to Company or any limitation placed upon Officer by law, Officer agrees as follows:

(a)  Confidential Information : Officer agrees that, neither during his employment nor at any time thereafter shall Officer (i) disclose to any person, firm or corporation not employed by the Company or any affiliate of either (the “Protected Company”) or not engaged to render services to any Protected Company or (ii) use for the benefit of himself, or others, any confidential information of any Protected Company obtained by the Officer at any time, including, without limitation, “know-how,” trade secrets, details of suppliers, pricing policies, financial data, operational methods, marketing and sales information or strategies, product development techniques or plans or any strategies relating thereto, technical processes, designs and design projects, and other proprietary information of any Protected Company; provided, however, that this provision shall not preclude the Officer from (x) upon advice of counsel and notice to the Company, making any disclosure required by any applicable law or (y) using or disclosing information known to the public (other than information known generally to the public as a result of any violation of this Section 5(a)).

(b)  Property of Company . Any interest in trademarks, service-marks, copyrights, copyright applications, patents, patent applications, slogans, developments and processes which the Officer may develop relating to the business of the Company in which the Company may then be engaged and any memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by the Officer or made available to the Officer concerning the business of any Protected Company shall belong and remain in the possession of any Protected Company, and shall be delivered to the Company promptly upon the termination of the Officer’s employment with Company or at any other time on request by the Company.

(c)  Non-Solicitation of Employees . While employed by the Company, and for one (1) year immediately following the termination of employment, Officer shall not interfere with the business of the Company by soliciting, attempting to solicit, inducing, or otherwise causing any employee of the Company to terminate his or her employment in order to become an owner, partner, employee, consultant or independent contractor to or for any other company or business venture. During his employment by the Company and after its termination, Officer shall not use, reproduce, or disclose to any other person or company, proprietary information belonging to the Company that would enable or assist such person or company to solicit, attempt to solicit, induce, or otherwise cause any employee to terminate his or her employment with the Company.

6. OTHER PROVISIONS:

(a)  Rights and Remedies Upon Breach . If the Officer breaches, or threatens to commit a breach of, any of the provisions of Section 5 hereof (the “Restrictive Covenants”) and, if susceptible to cure, fails to cure such breach or threatened breach within fifteen (15) days of written notice from the Company, then the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity.

(b)  Accounting . The right and remedy to require the Officer to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively “Benefits”) derived or received by the Officer as a result of any transactions constituting a breach of any of the Restrictive Covenants, and the Officer shall account for and pay over such Benefits to the Company.

(c)  Severability of Covenants . If any arbitrator or court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

(d)  Blue-Penciling . If any arbitrator or court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration or geographic scope of such provision, such arbitrator or court shall have the power to reduce the duration or scope of such provision and, in its reduced form, such provision shall then be enforceable.

 

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(e)  Injunctive Relief . Officer agrees and understands that the remedy at law for any breach by Officer of the provisions of Section 5 hereof may be inadequate and that damages resulting from such breach may not be susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon Officer’s breach (or threatened or imminent breach) of any provision of Section 5 hereof, the Company sha


 
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