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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT 

 | Document Parties: WPT ENTERPRISES INC You are currently viewing:
This Employment Agreement involves

WPT ENTERPRISES INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 11/13/2006
Industry: Motion Pictures     Sector: Services

EMPLOYMENT AGREEMENT 

, Parties: wpt enterprises inc
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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”).

II.

 

Compensation, Benefits and Perquisites

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.

 

2.2

 

Bonuses . Executive will be eligible for the following bonuses:

(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.

1

 

 

 

 

 

 

 

III.

 

Termination of Executive's Employment

 

 

 

3.1

 

 

Termination of Employment.

 

 

 

 

 

 

 

(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,


 
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