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EXHIBIT 10.1
[uWink, Inc. Letterhead]
September 22, 2006
John Kaufman
1251 Brockton Avenue #104
Los Angeles, CA 90025
RE:
EMPLOYMENT TERMS
Dear John:
The
purpose of this letter is to set forth the terms of employment
between
uWink, Inc., a Utah corporation (the "Company"), and you
("Executive").
1.
Duties. During
the term of this Agreement, Executive shall serve as
the Director of Restaurant Operations of the Company.
2.
Term. Executive
shall be employed subject to the election of both
parties.
3.
Compensation.
Executive's initial base salary shall be $120,000 per
annum. Executive shall be eligible for an annual bonus of up to 50%
of
his base salary upon successfully achieving certain goals as
specified
by Company management. Up to $50,000 of any annual bonus
payable
hereunder may be paid in shares of Company common stock in lieu
of
cash, at the option of the Company.
4.
Stock Options.
The Company will grant Executive stock options to
purchase 400,000 shares of common stock, an exercise price equal
to
the closing price on the date hereof. The terms of the stock
options
shall be as set forth in a separate Stock Option Agreement.
5.
Benefits.
Executive will receive all benefits, including health
insurance, as granted to other senior executives of the
Company.
6.
Termination. It
is agreed that Executive is employed at will and
either party may terminate this Agreement with or without cause at
any
time upon thirty (30) days prior written notice. Upon
termination
(except by the Company for Cause (as defined below) or by
Executive
without Good Reason (as defined below)) Executive shall receive
a
severance payment equal to one month of base salary for every 2
months
worked, up to a maximum of 12 months base salary, as well as a
pro
rata portion of the annual bonus for the year of termination. A
pro
rata portion of stock options for the year terminated shall also
vest
upon such termination.
For purposes of this Letter Agreement, the term "Cause" shall mean
(i)
an action or omission of the Executive which constitutes a
material
breach of, or material failure or refusal to perform his duties
under,
this Agreement, (ii) fraud, embezzlement or misappropriation of
funds
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