Common use of Payments and Consideration Clause in Contracts

Payments and Consideration. In consideration for Employee entering into this Agreement and the release contained herein, Youbet agrees to the following: A. To assist Employee in his transition to new employment and in consideration for the promises contained in this Agreement, Youbet shall pay to Employee within ten (10) days after the later of (i) the Effective Date and (ii) the Separation Date, a lump sum severance payment of One Hundred and Eighty Thousand Dollars ($180,000.00), less appropriate deductions for federal and state withholding and other applicable taxes and legally required deductions. Youbet further will pay Employee’s monthly COBRA health, dental and vision insurance premiums for up to twelve (12) months following the Separation Date, provided Employee timely and fully completes all COBRA elections forms. Youbet’s obligation to make such COBRA payments shall cease immediately if Employee becomes eligible for other health insurance benefits at the expense of a new employer or otherwise becomes ineligible for COBRA coverage. Finally, as further consideration for the promises contained in this Agreement, Youbet shall pay to Employee on the earlier of (i) the date when Youbet executives are paid incentive bonuses and (ii) ten (10) days after the Separation Date, but in no event prior to the Effective Date, a lump sum bonus payment of One Hundred and Twenty Thousand Dollars ($120,000.00), less appropriate deductions for federal and state withholding and other applicable taxes and legally required deductions. B. Nothing in this Agreement shall be deemed to terminate Youbet’s obligation to reimburse Employee for all reasonable and documented business expenses incurred by him/her prior to the Separation Date within 30 days after submission of a written expense report, provided that (a) Youbet receives the same within 90 days after the Separation Date, and (b) such expenses were incurred, and the request for reimbursement was submitted, in accordance with Youbet’s policies and procedures, including attaching all receipts and customary documentation. C. Subject only to Section 4.A. above, all other wages, compensation, bonuses, 401k plan eligibility, insurances, club dues, expenses, automobile allowance, financial consulting, severance and benefits will cease permanently on or before the Separation Date. The parties acknowledge that no contract other than the Employment Agreement governed any terms and conditions of Employee’s employment, and Employee hereby waives and otherwise forfeits any rights under the Employment Agreement. D. Employee acknowledges that the commitments provided to Employee under this Section 4 exceed any compensation or benefits which he is otherwise entitled to receive on termination of Employee’s employment. E. Employee acknowledges that he shall be required to perform his job duties through and including the Separation Date. F. Employee shall retain any and all rights which Employee has acquired under Youbet’s Stock Option Plan, including the 150,000 options granted Employee therein and the right to exercise the 37,500 vested options prior to 5:00 PM Pacific Time, June 29, 2009.

Payments and Consideration. In consideration for Employee entering (a) Prior to Closing on the Closing Date, and as required by the terms of the Company Incentive Plan, Sellers shall cause the Company to pay the Company Incentive Plan Closing Amount (less applicable withholding) to each of the award recipients through a special payroll to be run on the Closing Date but immediately prior to the Closing and which payments shall be reflected on the Funds Flow Statement. (b) At the Closing, Buyer shall: (i) pay, or cause to be paid, to the Sellers each Seller’s Pro Rata Share of the Estimated Cash Payment; provided, however, that the Estimated Cash Payment allocation to the Sellers will take into account that the Seer Tax Lien Holdback Amount would be attributable solely to Seer Master Fund’s portion of the Estimated Cash Payment and any remittance of the Seer Tax Lien Holdback Amount will be allocated solely to Seer Master Fund in accordance with Section 7.6(b); (ii) deposit, or cause to be deposited, with the Escrow Agent, the Escrow Amount; (iii) pay, or cause to be paid, to the applicable obligees, the Transaction Expenses and the Shared Legal Expenses; (iv) issue, or cause to be issued, to each Seller (or its designee), an amount of Buyer Stock equal to the portion of the Stock Premium Amount set forth next to such Seller’s name on Exhibit H, to the account(s) identified by such Seller and deliver to Seller (or its designee) evidence of book-entry shares representing the number of whole shares of the portion of the Stock Premium Amount issued to such Seller. (c) Each of the cash payments described in Sections 2.3(a) and (b) shall be made by wire transfer of immediately available funds to the account(s) of such Persons (or any of its designee) set forth in the Funds Flow Statement. (d) If at any time between the date of this Agreement and the release contained herein, Youbet agrees to the following: A. To assist Employee in his transition to new employment and in consideration for the promises contained in this Agreement, Youbet shall pay to Employee within ten (10) days after the later of (i) the Effective Date and (ii) the Separation Closing Date, the outstanding shares of Buyer Stock shall have been increased, decreased, changed into or exchanged for a lump sum severance payment different number or kind of One Hundred and Eighty Thousand Dollars ($180,000.00), less appropriate deductions for federal and state withholding and other applicable taxes and legally required deductions. Youbet further will pay Employee’s monthly COBRA health, dental and vision insurance premiums for up to twelve (12) months following the Separation Date, provided Employee timely and fully completes all COBRA elections forms. Youbet’s obligation to make such COBRA payments shall cease immediately if Employee becomes eligible for other health insurance benefits at the expense shares or securities as a result of a new employer subdivision, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, cash dividend, redemption, transfer, repurchase, waiver, release, assumption or otherwise becomes ineligible for COBRA coverage. Finallydischarge of liability, as further consideration for combination or other change in capitalization, the promises contained in this Agreement, Youbet shall pay to Employee on the earlier definition of (i) the date when Youbet executives are paid incentive bonuses and (ii) ten (10) days after the Separation Date, but in no event prior to the Effective Date, a lump sum bonus payment of One Hundred and Twenty Thousand Dollars ($120,000.00), less appropriate deductions for federal and state withholding and other applicable taxes and legally required deductions. B. Nothing in this Agreement Stock Premium Amount shall be deemed equitably adjusted to terminate Youbet’s obligation to reimburse Employee for all reasonable and documented business expenses incurred by him/her prior to the Separation Date within 30 days after submission of a written expense report, provided that (a) Youbet receives the same within 90 days after the Separation Date, and (b) reflect such expenses were incurred, and the request for reimbursement was submitted, in accordance with Youbet’s policies and procedures, including attaching all receipts and customary documentationchange. C. Subject only to Section 4.A. above, all other wages, compensation, bonuses, 401k plan eligibility, insurances, club dues, expenses, automobile allowance, financial consulting, severance and benefits will cease permanently on or before the Separation Date. The parties acknowledge that no contract other than the Employment Agreement governed any terms and conditions of Employee’s employment, and Employee hereby waives and otherwise forfeits any rights under the Employment Agreement. D. Employee acknowledges that the commitments provided to Employee under this Section 4 exceed any compensation or benefits which he is otherwise entitled to receive on termination of Employee’s employment. E. Employee acknowledges that he shall be required to perform his job duties through and including the Separation Date. F. Employee shall retain any and all rights which Employee has acquired under Youbet’s Stock Option Plan, including the 150,000 options granted Employee therein and the right to exercise the 37,500 vested options prior to 5:00 PM Pacific Time, June 29, 2009.