EMPLOYMENT
AGREEMENT
This Agreement is made as of
November 6, 2006 by and between WPT ENTERPRISES, INC. ,
a Delaware corporation (the “Company”), and STEVEN
LIPSCOMB (the “Executive”).
W I T N E S S E T
H
WHEREAS, the Company desires to
modify and extend Executive’s employment in accordance with
the terms and conditions stated in this Agreement; and
WHEREAS, Executive desires to accept
that employment pursuant to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of
the covenants and agreements contained herein, the parties hereto
agree as follows:
I. Employment
1.1 Employment as Chief Executive
Office and President . The Company hereby employs Executive as
Founder, Chief Executive Officer and President and Executive
accepts such employment pursuant to the terms of this Agreement.
Executive shall report to and take direction from the
Company’s Board of Directors (the “Board”).
Executive will perform those duties which are usual and customary
and in a manner reasonably expected for the Chief Executive Officer
and President of a publicly-held company.
1.2 Board Seat . Executive
shall serve as a member of the Board. Executive understands and
acknowledges that upon Executive’s termination for Cause (as
defined in Section 3.2 hereof), Executive will forfeit his
position on the Board as of the date of termination unless such
termination is the subject of a dispute between the parties. In
such case, Executive will maintain his position on the Board unless
and until the dispute is finally resolved, in favor of Company.
1.3 Term . Subject to any
earlier termination by Executive or the Company pursuant to
Article III or V hereof, Executive’s employment pursuant
to this Employment Agreement shall be for a term commencing on the
date hereof and continuing until December 31, 2008, provided
however either the Board or Executive may unilaterally shorten the
Term to December 31, 2007 by providing written notice to the
other party by November 1, 2007 (the “Term”).
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II.
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Compensation, Benefits and
Perquisites
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2.1 Base Salary . During the
Term, the Company shall pay Executive an annualized base
salary (“Base Salary”) of Five Hundred Thousand Dollars
($500,000), which Base Salary may be adjusted upward by the
Compensation Committee of the Board (the “Compensation
Committee”), in its sole discretion. The Base Salary shall be
payable in substantially equal regular periodic installments in
accordance with the Company’s regular payroll practices.
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2.2
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Bonuses . Executive will be eligible
for the following bonuses:
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(a) Executive will participate
in a bonus plan that the Compensation Committee may create that is
agreeable to both Company and Executive.
(b) From the date hereof until
December 31, 2006, in addition to any bonuses Executive may be
entitled to as part of any Company bonus plans, including the plan
described in Section 2.2(a) hereof, Executive will be entitled
to a bonus equal to five percent (5%) of the Profits (as defined
below) realized by the Company during the 2006 fiscal year that are
in excess of $3,000,000. In the event that Executive’s
employment with the Company is terminated either by Executive or by
the Company for Cause (as defined in Section 3.2 hereof) prior
to the end of the 2006 fiscal year, Executive will be entitled to
receive the pro-rata portion of this bonus obtained by multiplying
the entire bonus amount Executive would otherwise be entitled to
receive under this Section 2.2(b) by a fraction (i) the
numerator of which shall equal the number of full calendar months
that Executive was employed by the Company during the 2006 fiscal
year, and (ii) the denominator of which shall be twelve (12).
“Profits” shall mean the Company’s net income as
set forth on the Company’s audited financial statements for
the 2006 fiscal year. Any and all bonuses accrued hereunder for a
particular fiscal year will be distributed before the first day of
the fifth month following the end of that fiscal year. For the
purposes of clarity, Executive will not be eligible for this bonus
for fiscal years 2007, 2008 or beyond.
2.3 Employee Benefits .
Throughout the term of this Agreement, Executive shall be entitled
to the usual and customary benefits and perquisites which the
Company generally provides to its other senior executives under its
applicable plans and policies (including, without limitation,
healthcare coverage and retirement benefits). Executive shall pay
any contributions which are generally required of executives to
receive any such benefits.
2.4 Stock Option Agreement .
The Company granted Executive the right and option (the
“Option”) to purchase up to Six Hundred Thousand
(600,000) shares of the Company’s common stock, at an
exercise price equal to $8.00 per share, pursuant to the terms of a
Stock Option Agreement entered into between the Company and
Executive, dated August 9, 2004, a copy of which is attached
hereto as Exhibit A . The Option has vested with
respect to 400,000 shares of common stock, with the Option vesting
as to the remaining 200,000 shares on August 9, 2007.
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III.
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Termination of Executive's Employment
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3.1
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Termination of Employment.
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(a) Executive’s employment under this Agreement may be
terminated by Executive at any time for any reason. In the event of
Executive’s death, this Agreement shall terminate. All
options shall immediately vest on a pro-rata basis and a Company
financial representative shall contact and assist Executive’s
heirs in the transition of stock and accrued Company benefits.
(b) Executive’s employment under this Agreement may be
terminated by the Company at any time for any reason; provided,
however , that if Executive’s employment is terminated by
the Company during the Term for a reason or disability other than
for Cause (as defined in Section 3.2 hereof), then:
(i) the
Company shall continue to pay Executive throughout the remaining
Term, as separation pay, which Executive has not earned and to
which Executive is not otherwise entitled, an amount equal to
(A) the Base Salary in effect as of the date of termination
and (B) the applicable bonus amounts otherwise required to be
paid to Executive hereunder through the end of the Term, such
payment to be made in the same manner as if Executive had remained
continuously employed throughout the Term; and
(ii) all
portions of the Option that remain unvested as of the date of
termination shall immediately vest in their entirety.
(c) Executive’s employment under this Agreement may be
terminated by the Company pursuant to the terms of
Section 5.1(a) hereof, in which event the terms of
Executive’s termination will be determined solely pursuant to
the terms of Section 5.1.
(d) Any
termination shall be effective as of the date specified by the
party initiating the termination in a written notice delivered to
the other party, which date shall not be earlier than the date such
notice is delivered to the other party. Except as expressly
provided to the contrary in this section or applicable law,
Executive’s rights to pay, bonuses and benefits shall cease
on the date his employment under this Agreement terminates;
provided, however , that in the event Executive is
terminated for Cause (as defined in Section 3.2 hereof) and
such termination is the subject of a dispute between the parties,
all pay and bonuses, if applicable, will be held in an
interest-bearing trust account until the dispute is finally
resolved. If the dispute is resolved in favor of Executive, all
amounts held in such trust account will be released to Executive
within ten (10) days of such final resolution.
(e) In the
event that this Agreement is terminated pursuant to this section
3.1, Executives restrictions under 5.1 (below) shall cease to
exist.
3.2 Definition of Cause . For
purposes of this Article III, “Cause” will be
defined as (i) Executive’s willful and continued failure
to substantially perform his duties as reasonably assigned,
(ii) Executive’s indictment for a criminal offense
related to theft or embezzlement from the Company, which charges
are not dismissed, or of which Executive is not acquitted within
one (1) year, or (iii) Executive’s indictment for any
felony offense that is not the result of actions performed by
Executive within the scope of activities approved by the Board,
which charges are not dismissed, or of which Executive is not
acquitted, within one (1) year.
3.3 Notice . Executive must
provide the Company with at least thirty (30) days’
written notice if Executive desires to terminate his employment
under this Agreement.
IV. Confidentiality; Trade Secrets;
Non-Solicitation.
4.1 Definitions . As used in
this Agreement, the following terms shall have the following
meanings:
(a) The term
“Business” shall mean any business which produces any
poker or other casino gaming television shows.
(b) The term
“Confidential Information” means information that is
proprietary to the Company or proprietary to others and entrusted
to the Company, including, but not limited to, Trade Secrets.
Confidential Information includes, but is not limited to,
information related to the Company’s business plans and to
its business as conducted or anticipated to be conducted,