EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT
AGREEMENT (the "AGREEMENT") is made effective as of
January 11, 2007 (the
"EFFECTIVE DATE"), and is entered into by and between
NEOLINK WIRELESS CONTENT, INC., a Nevada corporation ("COMPANY"),
whose address
for notice purposes is 2580 Anthem Village Dr., Henderson, NV
89052, and DONALD
R. BECK, an individual
("EXECUTIVE"), whose
address for notice purposes is in
care of Michael Wolf, Esq., at Wolf, Rifkin, Shapiro &
Schulman, LLP, 11400 W.
Olympic Blvd., Ninth Floor, Los Angeles, California 90064.
WHEREAS,
Executive possesses
valuable knowledge
and skills which are
relevant to the operation of Company's business;
WHEREAS,
Company desires to provide for the employment of Executive,
and
Executive is
willing serve as an executive of Company, on the terms and
conditions herein provided;
WHEREAS,
concurrently with the execution and delivery of this Agreement,
Strategic Gaming
Investments,
Inc., a Delaware corporation ("SGI"), and
Company, which shall be a wholly-owned subsidiary of SGI, on the
one hand, and
the Company,
on the other hand, of which Executive is the principal
shareholder, are entering into that certain Merger and Share
Exchange Agreement
(the "MERGER AGREEMENT");
WHEREAS,
SGI is acquiring 100% of the issued and outstanding
capital
stock of the Company, which SGI will continue to operate in the same manner
as
previously operated by Executive;
WHEREAS,
pursuant to the Merger Agreement, Company shall become a
wholly-
owned subsidiary of SGI; and
WHEREAS,
Company desires to hire Executive,
and Executive wishes to
accept such employment, upon the terms and conditions set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the foregoing premises and the
mutual
covenants herein contained, Company and Executive agree as
follows:
1.
EMPLOYMENT
PERIOD. Executive shall be employed by Company, in
accordance with the terms and provisions of this Agreement,
commencing
on the
Effective Date
and ending at midnight on the second anniversary of this
Agreement, unless
sooner terminated in accordance with the provisions of
Section 3 or Section 4 below or extended by mutual agreement of the parties
(the "EMPLOYMENT PERIOD").
1. TERMS
OF EMPLOYMENT.
A.
POSITION AND DUTIES.
During the Employment Period, Executive
shall be employed by Company as its President and Chief Executive
Officer, and
Executive accepts and agrees to such employment. During the Employment Period,
Executive shall
perform all services and acts necessary and advisable
to
fulfill the duties and responsibilities as are commensurate and
consistent with
Executive's position and shall render such services on the terms set forth
herein.
Executive shall
have such powers and duties with respect to his
position as President and Chief Executive Officer as may reasonably
be assigned
to Executive, to the extent consistent with Executive's
position and status,
and to the extent consistent with those powers and duties which
Executive
customarily previously
exercised in connection with Company's business.
Executive shall have day-to-day control over Company. Executive shall devote
sufficient time and attention to the affairs and business of
Company sufficient
to execute Company's operational plan (the "OPERATING PLAN"), as
such Plan is
mutually determined by
the Executive and Company's Board of Directors. During
the Employment Period,
it shall not be a violation of this Agreement
for
Executive to:
(a) serve on corporate, civic, charitable,
and professional
association boards or committees; (b) deliver lectures or fulfill speaking
engagements; and
(c) manage personal
investments, so long as such activities
are not competitive
with Company or SGI,
do not create a conflict of interest
and do not unreasonably prevent
or hinder Executive from performing the
services required
hereunder; provided,
however, that this Subpart (c) of
Section 2(A) shall not be deemed violated in the event that
Executive passively
invests in a publicly traded entity that is competitive with
Company or SGI, so
long as such investment represents less
then 5% of the outstanding equity of
such company on
a fully diluted basis. Executive's employment with
Company
under this Agreement
shall be Executive's
exclusive employment during the
Employment Period.
B.
COMPENSATION.
(i) ISSUANCE
OF SHARES. In consideration of
Executive's
services on Company's behalf, Company shall cause SGI to issue to Executive
120,000 shares
of SGI common stock for the term of the Employment
Period
(collectively, the "SHARES"). The Shares shall accrue during each year of the
Employment Period and shall be issued to Executive on two issuance dates, the
first of which to occur on January 15, 2008, for 60,000 shares
of SGI common
stock, and the second
of which to occur on January 15, 2009, for 60,000 shares
of SGI common stock.
Immediately upon the
issuance of the Shares to Executive
on each issuance date,
the Shares so issued shall become subject to that
certain Registration
Rights Agreement
attached as Exhibit B
to the Merger
Agreement
(ii) EXPENSES.
Company
shall reimburse Executive for all
reasonable
employment-related
expenses incurred
by Executive during the
Employment Period in accordance with the policies, practices and
procedures of
Company as in effect generally from time to time after the
Effective Date.
(iii) VACATION AND
SICK LEAVE. During
each calendar year of
the Employment Period, Executive shall receive four (4) weeks of paid
vacation
and sick leave in
accordance with Company policy, each pro rated for any
partial year.
(iv) OTHER
BENEFITS.
During
the Employment Period,
Executive shall be eligible to receive such other benefits as
Company provides
to other Company executives of similar rank to
Executive, on such
terms as
Company provides such benefits to such other executives.
(v) STOCK
OPTIONS. Company shall ensure that,
during the
Employment Period, Executive be eligible to participate in such stock option
plans of SGI that may be made available from time to time to SGI
executives of
similar rank to
Executive; provided, however, the level, terms and conditions
of such participation
shall be determined solely by the board of directors and
compensation committee of SGI.
(vi) WITHHOLDINGS.
All payments made to
Executive hereunder
shall be subject to all applicable state and federal tax-related
withholding
obligations, as required by applicable law.
3.
EARLY
TERMINATION OF EMPLOYMENT BY COMPANY. Company may terminate
this Agreement
and Executive's employment hereunder
during the Employment
Period for Cause (as defined below) or immediately upon Executive's death
or
Permanent Disability (as defined below), subject to applicable
state or federal
law.
A. FOR
CAUSE. For purposes of
this Agreement, "CAUSE" means (i)
the conviction of Executive for committing an act of fraud,
embezzlement, theft
or other act
constituting a crime or the guilty or nolo contendre plea of
Executive to
any such crime; (ii) fraudulent
conduct or a breach of trust on
the part of Executive
in connection with the business of Company or any of its
affiliates or subsidiaries; (iii) violation of any Company policy of which
Executive is
aware and is given a period of ten (10)
business days'
prior
written notice and opportunity to cure the same during such period; (iv)
failure, neglect,
or refusal by Executive to engage in diligent
efforts to
properly discharge, perform or observe any or all of Executive's
job duties for
any reason
other than Company's
material breach
of this Agreement, which
failure, neglect, or
refusal continues after ten (10) business days' prior
written notice from Company; or (v) any material breach or failure
by Executive
to comply with any of the provisions of this Agreement applicable to him and
which is not remedied within ten (10) business days after written
notice
thereof from Company.
A. PERMANENT DISABILITY. For purposes of this Agreement,
"PERMANENT
DISABILITY" means that Executive is unable to perform the essential functions
of his job, with or without reasonable accommodation, for
a total of ninety
(90) days out of any six (6) month period.
4.
EARLY
TERMINATION
OF EMPLOYMENT BY EXECUTIVE. Executive may
terminate this
Agreement and
Executive's employment hereunder for Good Reason
(as hereinafter defined). For purposes of this Agreement,
"GOOD REASON" means,
in the absence of the
advance written consent of Executive, that any of
the
following has occurred:
A. The assignment to Executive of duties materially inconsistent
with Executive's
position (including titles and reporting requirements,
authority, duties or responsibilities as contemplated by Section
2(A) of this
Agreement), or
any other action by Company which results in a material
diminution in such
position, authority, duties or responsibilities, excluding
for this purpose an
isolated and insubstantial action not taken
in bad faith
and which is remedied by Company promptly after receipt of written notice
thereof;
B. Any failure by
Company to comply with any of the provisions of
this Agreement or any
provisions of
any other agreement or
contract to which
Executive and
Company are parties (including
any document that is being
executed in connection with the Merger Agreement), other than
any isolated and
insubstantial failure not occurring in bad faith and which is
remedied promptly
after receipt of
written notice
thereof, which
failure to comply is not
remedied within
ten (10) business days after written notice thereof from
Executive;
C. Any action taken by SGI which action has a materially adverse
effect on the ability of Company or Executive to execute the
Operating Plan or
to perform their respective obligations under this Agreement;
and
D. Company's failure
to obtain a written agreement from any
successor or
assignee of Company to assume and perform
Company's obligations
under this Agreement.
Upon the occurrence of
any of the events described in Sections
4(A), 4(B), 4(C) and 4(D) above, Executive shall be deemed to have waived any
right to receive post termination benefits if he does not notify
Company of his
intention to resign within ninety (90) days after the occurrence of
such event.
5.
OBLIGATIONS OF COMPANY UPON EARLY TERMINATION.
A. ISSUANCE OF SHARES; PAYMENT OF ACCRUED OBLIGATIONS. Immediately
upon early
termination
of this Agreement for any reason other than a
termination by Company for Cause, Company shall cause SGI to issue
to Executive
(or Executive's legal
representative, if applicable) a certain number of the
Shares calculated
by multiplying 5,000 by the number of
calendar months that
this Agreement
had remained in effect prior to such termination, then
subtracting therefrom the number of the Shares previously issued to
Executive
hereunder. In
addition, immediately
upon early termination
of this Agreement
for any reason other
than for Cause, Company shall cause SGI to issue to
Executive (or
Executive's
legal representative,
if applicable) the remaining
number of the Shares that have not previously been issued to Executive. In
addition to the foregoing, Company shall pay to Executive (or
Executive's legal
representative, if
applicable)
any and all
