EX-10.79





Exhibit 10.79





May 17, 2008


Timothy J. Flynn

74 Sanborn Lane

Reading, MA 01867

Cell: (415) 713-4745

Home: (781) 942-2368


Dear Tim:



     On behalf of Atari, Inc. (“Atari” or the “Company”), I am very pleased to
extend to you an offer of employment with our Company, with a start date of June 9, 2008 (the
“Employment Date”). We believe that you will be a tremendous addition to the team, and we
are all very excited about the prospect of you joining us. The purpose of this letter is to
confirm the terms and conditions of our offer of employment to you.



	1.	Position: You will serve in an exclusive full-time capacity as Senior Vice President
of Sales, reporting to the undersigned as the Company’s President and Chief Executive Officer.
	 
	2.	Work Location. Your reporting base will be Atari’s headquarters in New York, and you
will be required to spend one week per month at our headquarters. You will not, however, be
required to relocate your residence to the New York area.
	 
	3.	Base Salary: Your starting annual base salary for this position is $250,000.00,
which will be paid to you in equal installments on a semi-monthly basis. It is our current
practice to pay our employees on the 5th and the 20th of each month.
	 
	4.	Sign-on Bonus: You are eligible to receive a one-time sign-on bonus of $25,000.00
(Gross). This bonus will be paid to you after 60 days of continuous employment with Atari,
less all applicable local, state, and federal taxes. Should you voluntarily terminate your
employment at Atari or be terminated for cause by Atari within one year of your date of hire,
you will be required to repay the total amount (Gross) of the sign-on bonus back to the
Company.
	 
	5.	Stock Options: (a) Effective on the Employment Date, Atari will grant to you,
subject to the terms and conditions of the standard option award agreement and the 2005 Stock
Incentive Plan, options to purchase 20,000 shares of Atari’s common stock (the “Atari
Option”). The exercise price of shares granted under the Atari Option shall be equal to
the last sales price of the common stock on the date of grant. The Atari Option will vest as
follows: (1) 25% of the shares on your first anniversary of the Employment Date, and (2) the
remainder vesting 6.25% per quarter thereafter (commencing with the quarter ending June 30,
2009), subject to your continued employment with Atari as of each applicable vesting date.



 








 













	 	 	(b) All unvested stock options (whether granted pursuant to the Atari Option, or otherwise
thereafter) and all vested but unexercised stock options will terminate in accordance with the
provisions of the applicable stock plan pursuant to which they were granted. All stock options
shall expire on the tenth anniversary of the grant date.
	 
	 	 	(c) If Atari’s majority shareholder, IESA shall successfully complete an acquisition of the
minority interests in Atari (as previously announced), Atari’s Board will use its best efforts to
cause IESA to agree to grant to you a stock option with respect to the stock of IESA (the “IESA
Option”), in substitution of the Atari Option. The number of shares subject to the IESA Option
shall be determined such that the present value of the IESA Option shall be approximately equal to
the present value of the Atari Option, using a Black-Scholes or other reasonable option valuation
methodology and carry similar if not equal vesting schedules and terms as set forth in the Atari
Option.
	 
	 	 	You hereby agree to the grant of such IESA Option in substitution for and cancellation of the Atari
Option.
	 
	6.	 	Bonus Potential: You will also be eligible to receive an annual bonus of forty
percent (40%) of your then-current annual base salary if specified “performance goals” for the
applicable fiscal year are satisfied. The “performance goals” for the annual bonus will be
based both upon achievements by Atari of specified financial objectives and your attainment of
individual objectives, over the course of the relevant fiscal year. You must be an active
employee at the time that bonuses are paid in order to receive any bonus payment for the
applicable fiscal year. Should your employment terminate before that time you will not be
eligible to receive any payment or pro-ration of any annual bonus payment.
	 
	7.	 	Benefits: As a full-time employee, you are eligible to participate in our benefits
program, and shall commence participation on the Employment Date or as soon as permitted
thereafter under the terms of any individual plan. This program includes life, medical,
dental, vision and disability insurance, a 401(k) account plan (which includes a company
match), medical and dependent care reimbursement accounts, paid holidays and vacation. In
accordance with current Atari policy, you will initially be entitled to fifteen (15) vacation
days and five (5) sick days per year, to be accrued and taken in accordance with Company
policy. All of these benefits are subject to Atari policies and the applicable plan
documents, which may be amended and/or terminated by Atari at any time, and the highlights of
which are provided in the Benefit Overview document, which you have been provided. We will
review our benefit information with you in detail and answer any questions that you may have
when you begin your employment.
	 
	8.	 	At-Will Employment: Your employment relationship with Atari is “at will” and you
have the right to terminate that employment relationship at any time. Although we hope you
will remain with us and be successful here, Atari, must, and does, retain the right to
terminate the employment relationship at any time, with or without prior notice, and with or
without cause or good reason. Your status as an at-will employee cannot be modified except
through a written agreement, signed by the President and Chief Executive Officer of the
Company.




Atari, Inc. 417 5th Avenue New York, NY 10016



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	9.	 	Severance: Notwithstanding Section 8, above, if your employment with Atari is
terminated, you will be eligible for severance in accordance with the Company’s policies
(currently one year for Senior Vice Presidents) but for the purposes of clarity you will not
receive severance if you are terminated for cause or you resign.
	 
	10.	 	Conditions of Employment: As a condition of your employment, you agree to sign and
abide by all of the provisions of the enclosed standard Proprietary Information and Inventions
Agreement, as well as the Code of Ethics, Standards and Conduct. You agree to hold in
confidence any proprietary or confidential information received as an employee of Atari, and
you agree that, as your employer, Atari shall own any and all of the products, proceeds and
results of your services, including all ideas or suggestions and other intellectual property
(collectively. “IP”) related to Atari’s business, including any game, media or the
electronic entertainment business that you create or make while employed by Atari. To the
extent Atari is not deemed the owner of such IP by virtue of the employment relationship, you
hereby irrevocably assign each such IP and all rights therein to Atari as if each such IP were
a work-for-hire commissioned by and for Atari. We wish to impress upon you that we do not
wish you to bring to Atari any confidential materials and/or proprietary from any of your
former employers; nor do we want you to violate any other obligations to any of your former
employers.
	 
	11.	 	Legal Right To Work: Federal law requires that you provide satisfactory proof of
eligibility for employment within the United States, by completing the USCIS Employment
Eligibility Verification Form I-9. Please bring in original documentation with you on your
first day of employment.
	 
	12.	 	Governing Law. This letter and all matters related to your employment with Atari
will be governed by and construed according to the laws of the State of New York as applied to
agreements entered into and to be performed within the State of New York. Venue for any
action arising under this letter agreement shall be New York, New York.




          Tim, we at Atari are delighted to welcome you as a member of our team. We have achieved our
outstanding reputation largely through the efforts of our employees and believe that you will play
an important role in our continued success. In return, we believe that you will be both challenged
and rewarded by your job opportunities during your employment with us.


Atari, Inc. 417 5th Avenue New York, NY 10016


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     We look forward to you joining Atari and anxiously await your response to this offer which
will remain in effect for seven days from the date on this letter. Please signify your acceptance
of our offer by signing and returning one (1) of the enclosed letters and a signed copy of the
Confidentiality Agreement/Intellectual Property Rights Assignment and the Code of Ethics, Standards
of Conduct and Confidentiality policy. All documents should be returned to Kelly Valentine in our
Human Resources Department. Her confidential fax number is (212) 726-6533. Please also mail all
originals in a timely manner. In the meantime, should you have any questions, please do not
hesitate to contact me.


	 	 	 	 	 
	 	Sincerely,



/s/ Jim Wilson

JIM WILSON

President and Chief Executive Officer

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Offer of Employment Agreed and Accepted:


I am pleased to accept employment on the terms and conditions as stated above.



	 	 	 	 	 	 	 	 	 	 	 
	Name:
	 	/s/ Timothy J. Flynn	 	 	 	Date: 	 	5-20-08 	 	 
	 
	 	 

Timothy J. Flynn	 	 	 	 	 	 
	 	 




Atari, Inc. 417 5th Avenue New York, NY 10016


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