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EXECUTIVE EMPLOYMENT AGREEMENT

Employee Retention Agreement

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Multimedia Games, Inc

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Texas     Date: 6/18/2008
Industry: Casinos and Gaming     Sector: Services

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: multimedia games  inc
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Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (this “ Agreement ”) is made and entered into as of June 15, 2008 (the “ Effective Date ”), by and between Multimedia Games, Inc., a Delaware corporation (the “ Company ”), and Anthony Sanfilippo, an individual (“ Executive ”).

RECITALS

WHEREAS, the Company desires to hire Executive and Executive desires to become employed by the Company; and

WHEREAS, the Company and Executive have determined that it is in their respective best interests to enter into this Agreement to govern the employment relationship on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

  1. EMPLOYMENT TERMS AND DUTIES

1.1  Employment . The Company hereby employs Executive, and Executive hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement.

1.2  Duties . Executive shall serve as President and Chief Executive Officer and shall report directly to the Company’s Board of Directors (the “ Board of Directors ”). Executive shall have the authority, and perform the duties customarily associated with his titles and offices together with such additional duties as may from time to time be assigned by the Board of Directors. During the term of Executive’s employment hereunder, Executive shall devote his full working time and efforts to the performance of his duties and the furtherance of the interests of the Company and shall not be otherwise employed or engaged; provided, however, that, Executive may engage in personal investing activities and, with prior approval of the Board of Directors (which approval may subsequently be revoked by the Board of Directors in its reasonable discretion): (i) Executive may serve in any capacity Executive chooses with any boards of charitable and not-for-profit organizations which serve community interests, (ii) Executive may serve in an advisory and/or board role with Wolf Creek Resort Properties, LLC; (iii) Executive may serve on the boards of other for-profit corporations and retain any compensation received as a result of such service. While he remains an employee of the Company, the Company will recommend that he be elected as a member of the Board of Directors. Executive agrees to resign from the Board of Directors immediately upon the termination of his employment for any reason.

1.3  Term . Subject to the provisions of Section 1.7 below, the term of employment of Executive under this Agreement shall commence on the Effective Date and shall continue until terminated by either party (the “ Employment Term ”). Upon termination of this Agreement, this Agreement shall expire and have no further effect, except as otherwise provided in Section 5.5 below.

 

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1.4  Compensation and Benefits .

1.4.1 Base Salary . In consideration of the services rendered to the Company hereunder by Executive and Executive’s covenants hereunder and in the Company’s Agreement Regarding Proprietary Developments, Confidential Information and Non-Solicitation attached hereto as Exhibit A (the “ Proprietary Agreement ”), during the Employment Term, the Company shall pay Executive a salary at the monthly rate of $37,500.00 ($450,000.00 annualized) (the “ Base Salary ”), less statutory and other authorized deductions and withholdings, payable in accordance with the Company’s regular payroll practices. The Board of Directors or Compensation Committee will review the Base Salary annually.

1.4.2 Bonus . Executive shall receive an annual bonus equal to 150% of Executive’s then current Base Salary (the “ Target Bonus ”) upon achievement of bonus plan performance targets then in effect as approved by the Board of Directors, which bonus may be as much as 300% of Executive’s then current Base Salary for overachievement against said targets. Any bonus payment shall be less statutory and other authorized deductions and withholdings and payable at the times when other management bonuses are paid; provided, however, that such Target Bonus shall be paid before the latter of: (i) the 15th day of the third calendar month following the calendar year that the Target Bonus is earned; or (ii) the 15th day of the third calendar month following the end of the fiscal year of the Company that the Target Bonus is earned.

1.4.3 Benefits Package; Vacation; Business Expenses . As an employee of the Company, Executive will be eligible to enroll in the Company’s benefit programs (including short and long term disability plans and reasonable Directors’ and Officers’ coverage) as they are established from time to time for senior-level executive employees. In the event Executive is unable, without impairing his existing health insurance, to participate in the Company’s plans, the Company shall reimburse Executive for the cost to purchase comparable coverage at a benefit level consistent with other senior-level executive employees. Executive shall be eligible for Company holidays and paid vacation as set forth in the Company’s then current policies for senior-level executive employees. Executive will maintain his current health benefit plan for him and his family and will not be accepting the Company’s plan at this time. In the event Executive and/or his family are no longer covered by Executive’s present health benefit plan, Executive and/or his family would immediately become eligible for coverage under the Company’s health benefit plan under the terms then applicable to the Company’s other senior-level executive employees. The Company will reimburse Executive for (i) the 20% co-pay owed under his current medical plan and (ii) physical examinations on an annual basis for Executive and his spouse. Upon receipt from Executive of supporting receipts in accordance with the Company’s reimbursement policies, the Company shall reimburse Executive for all out-of-pocket business expenses reasonably incurred by Executive in connection with his employment hereunder, including reasonable travel to and from his home offices in Germantown, Tennessee and Salt Lake City, Utah and Austin, Texas.

1.4.4 Temporary Commuting; Relocation Expenses . Executive’s principal place of business shall be Austin, Texas, with home offices in Germantown, Tennessee and Salt Lake City, Utah. For six (6) months following the effective date of this Agreement, Executive may commute to Austin, Texas. During such time, the Company will pay or reimburse Executive for the reasonable costs of a furnished executive apartment in Austin, Texas, car rental and other related and reasonable expenses. When Executive relocates to Austin, Texas, the Company will pay for the reasonable moving expenses of Executive (excluding any costs associated with buying or selling a home). Executive shall only be reimbursed for commuting and relocation expenses upon receipt from Executive of supporting receipts in accordance with the Company’s reimbursement policies.

 

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1.5  Stock Grant and Stock Option . Upon the Effective Date, Executive will be granted one or more options (collectively, the “ Option ”) to purchase 1,300,000 shares of the Company’s Common Stock. Such Option will be granted pursuant to the Company’s 2008 Employment Inducement Award Plan (the Plan ”). The exercise price for the Option shall be equal to the fair market value of the Company’s Common Stock on the date of grant of such Option. The Option will be immediately exercisable, but the Option shares initially will be unvested and will vest over four years in equal quarterly installments during each of the four years. The Plan documents shall provide that, in the event that, within one year after a Change of Control, either (i) Executive is terminated Without Cause pursuant to Section 1.7.4 , or (ii) Executive resigns for Good Reason pursuant to Section 1.8. 2, Executive shall acquire a vested interest in, and the Company’s repurchase rights shall terminate with respect to all unvested Option shares covered by the Option. In the event Executive is terminated for any reason, then such termination shall not affect in any manner Executive’s right to receive or exercise the options which have vested as of the date of termination pursuant to the provisions of this Agreement. The terms of the Option will be as set forth in the Plan documents. The Company will promptly prepare and file a registration statement on Form S-8 with respect to the Plan, and shall maintain the effectiveness of such registration statement during the term of the Plan.

For purposes of this Agreement, a “ Change of Control ” shall mean: (a) the consummation of a merger, consolidation or reorganization approved by the Company’s stockholders, unless securities representing more than 50% of the total combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; or (b) the sale, transfer or other disposition of all or substantially all of the Company’s assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert other than a sale, transfer or disposition to an entity, at least 50% of the combined voting power of the voting securities of which is owned by the Company or by stockholders of the Company in substantially the same proportion as their ownership of the Company immediately prior to such sale; or (c) any transaction or series of related transactions within a period of 12 months pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) acquires (other than directly from the Company) beneficial ownership (within the meaning of Rule l3d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than 35% of the total combined voting power of the Company’s securities outstanding immediately after the consummation of such transaction or series of related transactions.

1.6  Stock Purchase . Executive hereby agrees to purchase 250,000 shares of the Company’s Common Stock pursuant to a Stock Purchase Agreement in substantially the form attached hereto as Exhibit B , effective contemporaneously with the execution of this Agreement.

1.7  Termination . Executive’s employment and this Agreement (except as otherwise provided hereunder) shall terminate upon the occurrence of any of the following, at the time set forth therefor (the time of any such termination being the “ Termination Date ”):

1.7.1 Death or Disability . Immediately upon the death of Executive or in the event that Executive has ceased to be able to perform the essential functions of his duties, with or without reasonable accommodation, for a period of not less than 180 days, due to a mental or physical illness or incapacity; as determined in the good faith judgment of the Board of Directors and confirmed by the opinion of an independent medical physician (“ Disability ”) (termination pursuant to this Section 1.7.1 being referred to herein as termination for “ Death or Disability ”); or

 

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1.7.2 Voluntary Termination . Thirty days following Executive’s written notice to the Company of termination of employment; provided , however , that the Company may waive all or a portion of the 30 days’ notice and accelerate the effective date of such termination (and the Termination Date) (termination pursuant to this Section 1.7.2 being referred to herein as “ Voluntary ” termination); or

1.7.3 Termination For Cause . Immediately following notice of termination for Cause given by the Company. As used herein, “ Cause ” means termination based on any one of the following, as determined in good faith by the Board of Directors: (i) any intentional act of misconduct or dishonesty by Executive in the performance of his duties under the Agreement; (ii) any willful failure or refusal by Executive to attend to his duties under this Agreement; (iii) any material breach of this Agreement; (iv) Executive’s conviction of or plea of “guilty” or “no contest” to any crime constituting a felony or a misdemeanor involving theft, embezzlement, dishonesty, or moral turpitude; or (v) Executive’s unsatisfactory performance of his duties as determined by the Board of Directors and failure of Executive to improve such performance in the reasonable judgment of the Board following the 30-day period after Executive is provided written notice of such unsatisfactory performance. In the event that the Board of Directors believes that an event has occurred that would constitute a termination for Cause pursuant to clauses (i), (ii) or (iii), prior to terminating Executive, the Board of Directors will notify Executive of such belief in writing, including an explanation of the concern, and Executive will have 30 days to address the concern to the Board of Directors’ satisfaction prior to the effectiveness of the termination; provided that the Board of Directors may instruct Executive to take a paid leave of absence during such period.

1.7.4 Termination Without Cause . Notwithstanding any other provisions contained herein, including, but not limited to Section 1.3 above, the Company may terminate Executive’s employment following a thirty (30) day written notice of termination without Cause given by the Company as approved by the Board of Directors (termination pursuant to this Section 1.7.4 being referred to herein as termination “ Without Cause ”).

1.7.5 Other Remedies . Termination pursuant to Section 1.7.3 above shall be in addition to and without prejudice to any other right or remedy to which the Company may be entitled at law, in equity, or under this Agreement.

1.8  Severance and Termination .

1.8.1 Voluntary Termination, Termination for Cause, Termination for Death or Disability . In the case of a termination of Executive’s employment hereunder for Death or Disability in accordance with Section 1.7.1 above, or Executive’s Voluntary termination of employment hereunder in accordance with Section 1.7.2 above, or a termination of Executive’s employment hereunder for Cause in accordance with Section 1.7.3 above, (i) Executive shall not be entitled to receive payment of, and the Company shall have no obligation to pay, any severance or similar compensation attributable to such termination, other than Base Salary earned but unpaid, accrued but unused vacation to the extent required by the Company’s policies, vested benefits under any employee benefit plan, and any unreimbursed expenses pursuant to Section 1.4.3 or 1.4.4 hereof incurred by Executive as of the Termination Date, and (ii) the Company’s other obligations under this Agreement shall immediately cease.

1.8.2 Termination Without Cause; Resignation for Good Reason . Subject to the provisions set forth in Section 1.8.3 , in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.7.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination takes place on or

 

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before June 15, 2009, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after June 15, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practice


 
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