Exhibit 10.2(a)
EMPLOYMENT AGREEMENT
AGREEMENT made as of the lst day of July, 1998 between
International Sports Wagering Inc., a Delaware corporation (the
"Corporation"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Employee").
W I T N E S S E T H:
WHEREAS, the Corporation is in the business of developing,
producing, marketing, licensing and servicing computerized sports
wagering systems; and
WHEREAS, the Corporation desires to employ Employee as its
President and Employee desires to serve the Corporation in such
capacity.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. EMPLOYMENT. Subject to the terms and conditions herein
contained, the Corporation hereby employs Employee as its President
and Employee hereby agrees to serve the Corporation in such
capacity.
2. DUTIES.
(a) Employee agrees, during the "Term" (as hereinafter
defined), to devote his full business attention and best efforts to
the business of the Corporation and to perform such duties of an
executive and administrative nature as the Chairman of the Board or
Board of Directors of the Corporation, acting reasonably, shall
assign or direct (i) consistent with his status and position as
President including, without limitation, such duties as would
typically be performed by persons holding similar positions in
other companies, and (ii) such other duties of a managerial nature
relating to operations, finance, personnel or support.
(b) Employee shall conduct himself at all times in a manner
consistent with his position with the Corporation.
3. TERM
(a) The term of Employee's employment (the "Term") shall
commence on July 1, 1998, and shall terminate on June 30, 2000,
subject to earlier termination only (i) in the event of Employee's
death; (ii) at the option of the Corporation, in the event of
Employee's "disability" (as hereinafter defined) for 90 consecutive
working days or an aggregate of 120 working days during any
consecutive six month period during the Term; (iii) for cause; or
(vi) as provided in Sections 5.2 or 7.
(b) For the purpose of this Agreement, (i) "disability"
shall mean any injury or any physical or mental condition or
illness which shall render Employee unable to perform his duties in
accordance with this Agreement, and (ii) "Severance Amount" shall
mean an amount equal to six months' base salary (computed on the
basis of the Employee's base salary on the date of termination of
the Employee's employment with the Corporation); provided that if
the Employee has reached age 55 on the date of termination of the
Employee's employment with the Corporation, the Severance Amount
shall mean an amount equal to 12 months' base salary.
4. COMPENSATION AND BENEFITS. As compensation for all duties
to be rendered by Employee to the Corporation in all capacities,
the Corporation shall pay to Employee during the Term, a minimum of
the following, payable in accordance with the standard payroll
practice of the Corporation:
4.1 The Employee shall receive a base salary of not less than
$150,000 per annum.
4.2 In addition, Employee shall be entitled to receive (a)
such salary increases, bonuses or other incentive compensation as
may be approved by the Board of Directors; (b) three weeks vacation
during each year of the Term; (c) such health insurance as the
Corporation may from time to time provide to its other executive
employees; (d) such life insurance as the Corporation may provide
to its other executive employees; and (e) such other fringe
benefits as the Corporation may provide to its employees.
5. REQUIRED RELOCATION.
5.1 During the Term, the Corporation shall not require the
Employee to relocate outside of the New York City/New Jersey
metropolitan area (the "Area").
5.2 In the event that after the Term of this Agreement, the
Employee continues to be employed by the Corporation on an at-will
basis, and the Corporation requires the Employee to relocate
outside the Area and the Employee elects in his discretion, not to
do so, the Employee may voluntarily leave the employ of the
Corporation and in such event the Corporation shall pay to the
Employee an amount equal to the Severance Amount and all benefits
set forth in Sections 4.2 and 8 during the period during which the
Severance Amount is being paid to the Employee. The Severance
Amount shall be paid to the Employee in accordance with the
standard payroll practice of the Corporation.
5.3 In the event that prior to the end of the Term of this
Agreement, the Corporation requires the Employee to relocate
outside the Area and the Employee elects in his discretion, not to
do so, the Employee may voluntarily leave the employ of the
Corporation and in such event the Corporation shall pay to the
Employee (i) his base salary until the end of the Term; (ii) the
Severance Amount; and (iii) all benefits set forth in Sections 4.2
ad 8 during the period during which the Severance Amount is being
paid.
5.4 Notwithstanding the foregoing, the Employee may be
required to travel away from his home for reasonable periods of
time in fulfillment of his responsibilities for the Corporation.
6. NON RENEWAL OF EMPLOYMENT AGREEMENT/DEATH/DISABILITY.
6.1 In the event that at the end of the Term of this
Agreement, the Agreement is not renewed and a new Agreement is not
entered into, and thereafter, the Employee's employment with the
Corporation is terminated by the Corporation other than for cause,
the Corporation shall pay to the Employee the Severance Amount in
accordance with the standard payroll practice of the Corporation
and all benefits set forth in Sections 4.2 and 8 shall be continued
during the period which the Severance Amount is being paid.
6.2 In the event this Agreement is terminated as a result of
the death or disability of the Employee during the Term or, after
the end of the Term while the Employee is still employed by the
Corporation on an at-will basis, the Employee or his estate, as
the case may be, shall be paid the Severance Amount and all
benefits set forth in Sections 4.2 and 8 shall be continued during
the period during which the Severance Amount is being paid.
7. CHANGE OF CONTROL.
7.1 In the event of a "Change of Control" (as hereafter
defined) following which the Employee's employment is terminated
(a) by the Corporation other than as a result of the death or
disability of the Employee or for cause, or (b) by the Employee for
"Good Reason" (as hereinafter defined) the Employee shall be
entitled to the following:
(a) If the termination is during the Term, the Employee shall
be entitled to continued payment of his base salary and all
benefits set forth in Sections 4.2 and 8 until the end of the Term,
but in no event less than six months of base salary and benefits;
provided that if such termination occurs after the Employee has
reached age 55, the Employee's base salary and benefits shall be
continued until the end of the Term, but in no event less than 12
months.
(b) If the termination occurs after the Term, while the
Employee is still employed by the Corporation on an at-will basis,
the Employee shall be entitled to the Severance Amount and benefit
continuation in the manner and for the period provided in Section
5.2.
(c) "Change of Control" shall mean, if any person, or any two
or more persons acting a group, and all affiliates of such person
or persons, who prior to such time beneficially owned (as defined
in Rule 13d-3 under the Securities and Exchange Act of 1934 (the
"Exchange Act") less than 50% of the then outstanding Common Stock
of the Corporation, shall acquire additional shares of Common Stock
in one or more transactions or series of transactions, such that
following such transaction or transactions, such person or group
and affiliates beneficially own 50% or more of the outstanding
Common Stock of the Corporation.
(d) "Good Reason", when used with reference to a voluntary
termination by the Employee of his employment with the Corporation,
shall mean:
i) the assignment to the Employee of any duties inconsistent
in a material way with, or the reduction of powers or functions
associated with, his positions, duties, responsibilities and
status with the Corporation, Employee's reporting
responsibilities or any removal of the Employee from or any
failure to reelect the Employee to any significant positions or
offices the Employee held immediately prior to the time of the
Change in Control, except in connection with the termination of
the Employee's employment by the Corporation for cause or for
death or disability;
ii) a reduction by the Corporation in the Employee's base
salary or benefits that existed immediately prior to the Change
in Control; or
iii) a change in the Employee's principal work location,
except for required travel on the Corporation's business to an
extent substantially consistent with the Employee's business
travel obligations immediately prior to the Change of Control;
provided, however, that no event shall constitute a Good Reason
unless the Employee notifies the Corporation that it has
committed an action or inaction specified in clauses (i) through
(iii) (a "Covered Action") and the Corporation does not cure
such Covered Action within 30 days after such notice, at which
time such Good Reason shall be deemed to have arisen.
Notwithstanding the immediately preceding sentence, no action
by the Corporation shall give rise to Good Reason if it results
from the Employee's termination for Cause, or from the
Employee's resignation for other than a Good Reason. If the
Employee has Good Reason to resign, he may in fact resign for
Good Reason by notice of termination given within 60 days after
the Good Reason arises.
8. REIMBURSEMENT OF EXPENSES. The Corporation shall reimburse
the Employee for all reasonable business expenses paid or incurred
by him on behalf of the Corporation, including, but not limited to,
travel and entertainment expenses, that he shall incur during the
Term in connection with the performance of his duties hereunder;
provided that he submits, in a timely manner, receipts or other
expense records in such detail as may be required by the
Corporation.
9. TERMINATION/STOCK OPTIONS.
In the event that Employee's employment with the Corporation
terminates for any reason whatsoever, including death or disability
of the Employee, other than (i) by the Corporation for cause, (ii)
or voluntarily by the Employee (other than as permitted herein),
all stock options theretofore granted to the Employee which have
not vested and become exercisable on the date of such termination
shall automatically vest and become exercisable and remain
exercisable in accordance with the terms of the Corporation's 1996
Stock Option Plan and the stock option agreements thereunder.
10. NO CONFLICTING COMMITMENTS.
Employee represents and warrants that he has no commitments or
obligations of any kind whatsoever inconsistent with this Agreement
which would impair, infringe upon or limit his ability to enter
into this Agreement or to perform the services required of him
hereunder.
11. PROPRIETARY INFORMATION. Prior to the execution of this
Employment Agreement, Employee signed a Proprietary Information
Agreement the terms of which shall continue in full force and
effect.
12. ENTIRE AGREEMENT. This Agreement embodies the entire
understanding and agreement of the parties hereto in relation to
the subject matter hereof, and no promise, condition, representa-
tion or warranty, express or implied, not herein set forth shall
bind any party hereto. None of the terms or conditions of this
Agreement may be changed, modified, waived or cancelled orally or
otherwise except in a writing signed by both the parties hereto,
specifying such change, modification, waiver or cancellation. A
waiver at any time of compliance with any of the terms and condi-
tions of this Agreement shall not be considered a modification,
cancellation or waiver of such terms and conditions of any pre-
ceding or succeeding breach thereof unless expressly so stated.
13. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
legal representatives, successors and assigns.
14. GOVERNING LAW. This Agreement shall be governed by the
internal laws of the State of New Jersey without regard to
principles of conflicts of law.
15. NOTICES. Any notice or other communication required or
desired to be given shall be in writing and shall be sent by
registered or certified mail return receipt requested or by express
mail. Each such notice shall be deemed given at the time it is
mailed in any post office maintained by the United States to the
following respective addresses, which either party may change as to
such party upon ten (10) days' notice to the other.
To the Corporation:
International Sports Wagering Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chairman of the Board
With a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Constant & ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇ ▇▇▇▇▇)
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
To Employee:
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
9. EXTRAORDINARY RELIEF. Employee acknowledges and agrees that
irreparable damage will result to the Corporation in the event of
a breach of the Proprietary Information Agreement. Accordingly,
Employee agrees that the Corporation shall be entitled to enforce
its rights under said Proprietary Information Agreement, in the
event of a breach or threatened breach thereof, in the court of
equity, and shall be entitled to a decree of specific performance
or appropriate injunctive relief. Such remedies shall be
cumulative and not exclusive and shall be in addition to any other
rights or remedies available to the Corporation.
10. INVALIDITY. Any provision of this Agreement found to be
prohibited by law shall be ineffective as written without
invalidating the remainder of this Agreement and shall be deemed
amended to the fullest extent allowable by applicable law to
effectuate the purposes of said provision.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
INTERNATIONAL SPORTS WAGERING INC.
By:
▇▇▇▇▇ ▇▇▇▇▇▇, Chairman of the Board
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