Prepared by MERRILL CORPORATION




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Exhibit 10.22  


 
 

GAMETECH INTERNATIONAL. INC.    
  


 
 

FORM OF
  EMPLOYMENT
  AGREEMENT    
  


        This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into at Tempe, Arizona on this  1st day of October, 1997 by and between GameTech International Inc., a Delaware corporation ("GTI" or the "Company"), and
Andrejs K. Bunske ("Executive"). 


Whereas
: 


        a.    The
Company desires to employ Executive, and; 


        b.    Executive
is the General Counsel—Corporate Secretary of the Company; 


        c.    The
Company and Executive wish pursuant to this Agreement to set forth their full and complete understandings in respect to the above-mentioned employment relationship. 



        NOW, THEREFORE, in consideration of the provisions hereinafter described, Company and Executive agree as follows: 


        1.    DUTIES OF EXECUTIVE    


        During
the term of this Agreement, Executive shall be employed by the Company as its General Counsel—Corporate Secretary and
in that capacity shall perform all functions and duties consistent with such position on behalf of the Company in an efficient, trustworthy and professional manner, as reasonably required by the Board
of Directors of the Company or the Board of Directors governing any successor entity to the Company (the "Board"). 


        Executive
agrees to devote substantially all of his working time and energy to the performance of his duties under this Agreement so long as his employment under this Agreement is
continued by the Company. 


        Notwithstanding
the above, Executive shall be entitled to reasonable absences for administrative meetings and to pursue other outside activities. Executive also shall be permitted to
serve as a member of the Board of Directors of other organizations, subject to approval by the Board, on a case by case basis. Such approval shall be granted if it can be reasonably demonstrated that
such service does not involve a competitor of the Company or its Enterprises and does not materially interfere with effective performance of Executive's duties under this Agreement. 


        2.    TERM OF AGREEMENT    


        Unless
terminated sooner in accordance with the provisions of this Agreement, the Company shall employ Executive and Executive accepts such employment under the conditions set forth
herein for a two (2) year term (the "Term") beginning on the effective date of this Agreement and ending upon the close of business on  September 30, 1999. Notwithstanding the foregoing, if this Agreement is not terminated in accordance with the provisions herein on or before the
expiration of its initial Term, such Term shall continue, and the Agreement shall continue in force for successive two (2) year periods unless,
at least ninety (90) days prior to the expiration of the initial Term of the Agreement, or ninety (90)  days prior to the expiration of any subsequent
two (2) year Term, either Executive or the Company gives the other party
written notice of its intent to terminate the Agreement at the end of such Term. 


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        3.    DEFINITIONS    


        For
purposes of this Agreement, the following terms shall have the meanings set forth in this Paragraph 3: 



        a.    "Annual Base Salary" or  "Base Salary"
shall mean the annual base salary rate in effect for Executive from time to time during
the Term of this Agreement in accordance with the provisions of Paragraph 4.a. of this Agreement. 


        b.    "Annual Bonus" or  "Bonus" shall mean a cash payment available annually (or as otherwise provided for in this document) to
Executive in addition to Base Salary as determined in accordance with Paragraph 4.b. of this Agreement. 


        c.    "Cause" shall mean (i) Executive's conviction for any felony
involving moral turpitude; or (ii) any conduct by Executive which is materially injurious to the Company or its Enterprises. (Such cause for conduct shall exist if Executive is guilty of
dishonesty, gross neglect of duty hereunder, or other act or omission which impairs Company's ability to conduct its ordinary business in its usual manner.) Such cause will be determined upon a
meeting of the Company's Board of Directors. 


        d.    "Change of Control" shall mean any of the following events: (i) the
Company consolidates with, or merges with or into, another entity or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the Company's assets to any entity,
or any entity consolidates with, or merges with or into, the Company and the Company is not the surviving Corporation; (ii) the liquidation or dissolution of the Company; (iii) during
any consecutive two year period, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by
the stockholders of the Company was approved by a vote of the majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination
was previously so approved) cease for any reason to constitute a majority of the Board then in office; or (iv) any person or group (as such terms are defined in Section 13(d) and 14(d)
under the Securities Exchange Act of 1934 (the "Exchange Act")) is or becomes the beneficial owner (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, except that a person will be
deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) directly or indirectly
of more than 30% of the total voting power entitled to vote in the election of the Board; provided, however, that such person or group shall not include
any person or group that is the beneficial owner of more than 5% of the total voting power as of the date of this Agreement. 


        e.    "Compensation Committee" means the Compensation Committee of the Board of
Directors. 


        f.      "Constructive Termination" shall mean Executive's voluntary Termination of
Service within twelve (12) months following a Change of Control or within ninety (90) days following the occurrence of one or more of the following events, except if such event is approved in writing
by Executive prior to its occurrence: 



          (i)  A
failure by the Company to abide by any part of this Agreement that is not remedied within thirty (30) business days after receiving written notification by Executive
of such failure; 


        (ii)  A
material reduction in Executive's title or responsibilities. 



        (iii)  Relocation
of Executive's primary place of work to an area other than the location of the Company's principal executive offices. 




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        g.    "Disability" shall be deemed to have occurred if Executive makes
application for or is otherwise eligible for disability benefits under any Company-sponsored long-term disability program covering Executive, and Executive qualifies for such benefits. In the absence
of a Company-sponsored long-term disability program covering Executive, Executive shall be presumed to be totally and permanently disabled if so determined by the Company's Board following the Board's
review of two independent medical opinions satisfactory to the Board certifying that Executive will be permanently unable to perform his normal duties as a result of a physical or mental condition. 


        h.    "Enterprise" shall mean any joint venture, business pursuant to a joint
operating agreement, or other alliance or affiliated business of the Company, including but not limited to The Satellite Bingo Network, LLC. 


        i.      "Executive's Spouse" shall mean Executive's spouse upon the execution of
this Agreement, except as otherwise designated herein. (All spousal pension benefits under this Agreement shall be non-transferable should Executive remarry.) 


        j.      "Fiscal Year" shall mean the twelve-month period beginning
November 1, unless the Company, with the approval of the Internal Revenue Service, shall establish a different fiscal year. 


        k.    "Long-Term Incentive Plan" shall mean any stock option plan or any other
form of equity (real or phantom) or other long-term incentive plan introduced by the Company. 


        l.      "Service" shall mean Executive's full-time or substantially full-time
employment with the Company, or any affiliated organization, including any leave of absence approved by the Board. 


        m.    "Termination of Service" shall mean Executive's termination of Service for any reason whatsoever, including death. 




        4.    EXECUTIVE'S RIGHTS WHILE EMPLOYED BY THE COMPANY    



        a.    Base Salary    



Beginning
on the effective date of this Agreement during the Term, the minimum Annual Base Salary payable to Executive shall be forty-seven thousand dollars
($47,000.00). Such Base Salary shall be paid in equal bi-monthly installments on the the Company's normal payroll dates. Executive's base salary shall be reviewed annually by
the Compensation Committee if any, otherwise by the Board, and may be increased but not decreased from time to time based on prevailing market conditions, performance of the Executive and other
considerations. 




        b.    Annual Bonus    



All
fiscal year bonus amounts will be determined by and awarded in the sole discretion of the Compensation Committee if any, otherwise by the Board commensurate with Executive's performance and the
overall performance of the Company; or pursuant to a plan which may be adopted by the Company making payment of bonuses contingent upon achievement of goals and objectives set by the Board for the
fiscal period. 




        c.    Long-Term Incentives    



Executive
shall participate in any Long-Term Incentive Plan that may be designed specifically for Executive or provided to other executives of the Company during the Term. (Grants to Executive under
such Long-Term Incentive Plan shall be no less favorable to Executive in amount and other key design features, including vesting restrictions, with any other plans provided to any other executive at
the Company.) 




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        d.    Fringe Benefits and Other    



The
Company shall provide Executive with the following: 


          (i)  Such
benefits and perquisites, including but not limited to disability income, deferred compensation or any form of savings or retirement plan, and an automobile
allowance as may from time to time be provided to other executives of the Company. Such benefits and perquisites shall exclude fees paid for Board or Board Committee service, which are hereby included
in Executive's Base Salary. Benefits and perquisites shall be provided at the same proportional cost to Executive as that paid by other executives of the Company who participate in such programs; 


        (ii)  Reasonable
vacation each year during the Term not less than ten (10) days. Executive is allowed to accrue a
maximum of sixty (60) full days of unused vacation/sick leave time. Said vacation shall not reduce Executive's compensation under this Agreement; 



        (iii)  Payment
of premiums on professional liability insurance for Executive; 


        (iv)  Payment
of dues for such professional societies and associations of which Executive is a member that benefit the Company; 


        (v)  Nothing
in this Agreement shall be construed as limiting or restricting any benefit to Executive under any pension, profit-sharing or similar retirement plan, or under
any group life or group health or accident or other plan of the Company, for the benefit of its employees generally or a group of them, now or hereafter in existence. 



        (vi)  It
shall be at the Board's discretion to grant any other fringe benefits to Executive. 





        5.    EXECUTIVE'S RIGHTS UPON TERMINATION OF SERVICE    



        a.    For Reason Of Voluntary Resignation Constituting Constructive Termination Or Termination By The
Company Without Cause    



In
the event of Executive's Termination of Service for reason of (i) voluntary resignation by Executive constituting Constructive Termination, (ii) Executive's Termination of Service by
the Company without Cause or (iii) Executive's Termination of Service for any reason except those specifically described in paragraphs 5.b through 5.f herein, Executive (or if Executive
dies while benefits remain due under this Agreement, Executive's beneficiaries as designated in accordance with the provisions of Paragraph 9 herein) shall be entitled to receive the following
upon such Termination of Service: 


          (i)  Payment
immediately upon Executive's Termination of Service of any previously unpaid Base Salary and any Bonus granted and previously unpaid or the pro-rata portion of
any Bonus earned by Executive pursuant to any plan (if necessary, the Company may pay such Bonus when all bonuses for that Fiscal Year are calculated and paid) through the date of Executive's
Termination of Service; 


        (ii)  Immediate
vesting of any stock options or other rights previously provided to Executive under any Company Long-Term Incentive Plan; and 


        (iii)  Payment
of a lump sum amount equal to two (2) years of Executive's Base Salary. 


In
the event of a Change of Control, Executive shall be also be entitled to the protections outlined in Paragraph 7 herein. 




        b.    For Reason Of Expiration Of The Term Of This Agreement    



In
the event of Executive's Termination of Service for reason of expiration of the Term of this Agreement pursuant to Paragraph 2 thereof, Executive (or if Executive dies while benefits 




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remain due under this Agreement, Executive's beneficiaries as designated in accordance with the provisions of Paragraph 9 thereof) shall be entitled to receive the following upon such
Termination of Service: 


          (i)  Payment
immediately upon Executive's Termination of Service of any previously unpaid Base Salary and any Bonus granted and previously unpaid or the pro-rata portion of
any Bonus earned by Executive pursuant to any plan (if necessary, the Company may pay such Bonus when all bonuses for that Fiscal Year are calculated and paid) through the date of Executive's
Termination of Service; 


        (ii)  Immediate
vesting of any stock options or other rights previously provided to Executive under any Company Long-Term Incentive Plan; 


        (iii)  Payment
of any Disability or other benefits provided to Executive by the Company in accordance with the terms and conditions of such benefits and this Agreement. 


        (iv)  Payment
of a lump sum amount equal to one (1) year of Executive's Annual Base Salary. 




        c.    For Reason of Disability    



In
the Event of Executive's Termination of Service for reason of Disability, Executive (or if Executive dies while benefits remain due under this Agreement, Executive's beneficiaries as designated in
accordance with the provisions of Paragraph 9 hereof) shall be entitled to receive the following upon such Termination of Service: 


          (i)  Payment
immediately upon Executive's Termination of Service of any previously unpaid Base Salary and any Bonus granted and previously unpaid or the pro-rata portion of
any Bonus earned by Executive pursuant to any plan (if necessary, the Company may pay such Bonus when all bonuses for that Fiscal Year are calculated and paid) through the date of Executive's
Termination of Service; 


        (ii)  Immediate
vesting of any stock options or other rights previously provided to Executive under any Company Long-Term Incentive Plan; 


        (iii)  Payment
of any Disability or other benefits provided to Executive by the Company in accordance with the terms and conditions of such benefits and this Agreement; 



        (iv)  Payment
of a lump sum amount equal to the remaining Term of Executive's Base Salary. 




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        d.    For Reason of Death    



In
the Event of Executive's Termination of Service for Reason of Death, Executive's beneficiaries as designated in accordance with the provisions of Paragraph 9 hereof shall be entitled to receive the
following upon such Termination of Service: 


          (i)  Payment
immediately upon Executive's Termination of Service of any previously unpaid Base Salary and any Bonus granted and previously unpaid or the pro-rata portion of
any Bonus earned by Executive pursuant to any plan (if necessary, the Company may pay such Bonus when all bonuses for that Fiscal Year are calculated and paid) through the date of Executive's
Termination of Service; 


        (ii)  Immediate
vesting of any stock options or other rights previously provided to Executive under any Company Long-Term Incentive Plan; 



        (iii)  Payment
of any other benefits provided by the Company in accordance with the terms and conditions of such benefits and this Agreement; 


        (iv)  Payment
of a lump sum amount equal to the remaining Term of Executive's Base Salary. (Payment to be made to Executive's Estate.) 




        e.    For Reason Of Voluntary Resignation Not Constituting Constructive
Termination    



In
the event of Executive's Termination of Service for reason of voluntary resignation by Executive not constituting Constructive Termination, Executive shall be entitled to receive the following upon
such Termination of Service: 


          (i)  Payment
immediately upon Executive's Termination of Service of any previously unpaid Base Salary and any Bonus granted and previously unpaid or the pro-rata portion of
any Bonus earned by Executive pursuant to any plan (if necessary, the Company may pay such Bonus when all bonuses for that Fiscal Year are calculated and paid) through the date of Executive's
Termination of Service; 


        (ii)  Performance
of Company obligations with respect to Executive's exercise of any stock options or other rights previously granted to Executive under any Company Long-Term
Incentive Plan provided such options or other rights have vested as of the date of the termination of Executive's service in accordance with any agreement between the Company and Executive covering
such options or other rights; 


        (iii)  Payment
of any Disability or other benefits provided to Executive by the Company in accordance with the terms and conditions of such benefits and this Agreement. 




        f.    For Reason of Cause    



In
the Event of Executive's Termination of Service for reason of Cause, the Company's obligations to Executive shall be limited to: 


          (i)  Payment
immediately upon Executive's Termination of Service of any previously unpaid Base Salary; 


        (ii)  Performance
of Company obligations with respect to Executive's exercise of any stock options or other rights previously granted to Executive under any Company Long-Term
Incentive Plan provided such options or other rights have vested as of the date of the termination of executive's service in accordance with any agreement between the Company and Executive covering
such options or other rights. 





        6.    MITIGATION AND OFFSET REQUIREMENTS    


        Executive
shall not be required to mitigate the amount of any benefit provided for in this Agreement by actively seeking alternative employment during the period in which such benefits
are 


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paid. In addition, except as provided for in Paragraph 8 hereof, Executive shall not be required to offset any such benefits provided for in this Agreement by amounts earned as a result of
Executive's employment or self-employment during the period in which Executive is entitled to receive such benefits. 


        7.    ADDITIONAL RIGHTS UPON A CHANGE OF CONTROL    



        In
addition to Executive's rights to effect a Constructive Termination of Service within twelve (12) months upon a Change of Control, the
Term of this Agreement shall be automatically extended through the close of business twenty-four (24) months following the effective date of any Change
of Control. 


        8.    BREACH OF CONFIDENTIALITY OR ENTERING INTO A DIRECT
COMPETITION    


        a.    During the Agreement Period    




During
the period in which this Agreement remains in force and while Executive is entitled to receive any benefits under this Agreement, Executive shall not, without prior written consent of the Board
or pursuant to and consistent with the order of any court, legislative body or regulatory agency, (a) engage directly or indirectly (including by way of example only, as a principal, partner,
venturer, employee or agent) nor have any direct or indirect interest, in any business which competes with the Company or its Enterprises in any material way, (b) disclose to any third party,
either directly or indirectly, any non-public information regarding the Company's or its Enterprises' business, customers, financial condition, strategies or operations the disclosure of which could
possibly harm the Company or its Enterprises in any material way. Clause (a) above shall not apply to any investment by Executive in the stock of a publicly-traded corporation, provided such
investment constitutes less than five percent (5%) of such corporation's voting shares. 


In
the event that, Executive violates clauses (a) or (b) above, Executive's rights to any benefits under this Agreement shall immediately terminate. 





        b.    Upon Termination of Agreement    




It
is understood and agreed that the nature of the methods employed in Company's business are such that Executive will be placed in a close business and personal relationship with the customers of
Company. Thus, for a period of two (2) years immediately following the termination of Executive's employment (or retirement by Executive), for
any reason whatsoever, so long as Company continues to carry on the same or similar business, said Executive shall not, for any reason whatsoever, directly or indirectly, for him or on behalf of, or
in conjunction with, any other person, persons, company, partnership, corporation or business entity: 


          (i)  call
upon, divert, influence or solicit or attempt to call upon, divert, influence or solicit any customer or customers of Company; 


        (ii)  divulge
the names and addresses or any information concerning any customer of Company; 


        (iii)  own,
manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of the same, similar,
or related line of business as that carried on by Company within a radius of twenty-five (25) miles from any then existing or proposed office of
Company, and 


        (iv)  make
any public statement or announcement, or permit anyone else to make any public statement or announcement that Executive was formerly employed by or connected with
Company. 




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        The
covenants set forth herein shall not include any period(s) of violation of any covenant or any period(s) of time required for litigation to enforce any covenant. If the provisions
set forth are determined to be too broad to be enforceable at law, then the area and/or length of time shall be reduced to such area and time and that shall be enforceable. 


        9.    DESIGNATION OF BENEFICIARIES    



        Executive
shall have the right at any time to designate any person(s) or trust(s) as beneficiaries to whom any benefits payable under this Agreement shall be made in the event of
Executive's death prior to the distribution of all benefits due Executive under this Agreement. Each beneficiary designation shall be effective only when filed in writing with the Company during
Executive's lifetime. If Executive designates more than one beneficiary, distributions of cash payments shall be made in equal proportions to each beneficiary unless otherwise provided for in
Executive's beneficiary designation. 


        The
filing of a new beneficiary designation shall cancel all designations previously filed. Any finalized marriage or divorce (other than common law marriage) of Executive subsequent to
the date of filing a beneficiary designation shall revoke such designation unless (a) in the case of divorce, the previous spouse was not designated as beneficiary, and (b) in the case
of marriage, Executive's new spouse had previously been designated as beneficiary. Executive's Spouse shall join in any designation of a beneficiary other than Executive's Spouse. 


        If
Executive fails to designate a beneficiary as provided for above, or if the beneficiary designation is revoked by marriage, divorce or otherwise without execution of a new
designation, or if the beneficiary designated by Executive dies prior to distribution of the benefits due Executive under this Agreement, the Board of Directors of the Company shall direct the
distribution of any benefits due under this Agreement to Executive's estate. 


        10.    SUCCESSORS    


        Except
as provided for in Paragraph 9 above, the rights and duties of a party hereunder shall not be assignable by that party provided,
however, that this Agreement shall be binding upon and shall inure to the benefit of any successor of the Company, and any such successor shall be deemed substituted for the
Company under the terms of this Agreement. The term successor as used herein shall include any person, firm, corporation or other business entity which at any time, by merger, purchase or otherwise,
acquires substantially all of the assets or business of the Company. 


        11.    ATTORNEYS' FEES    



        a.    Subsequent to Any Change of Control    



Subsequent
to any Change of Control, in any action at law or in equity brought by either party hereto to enforce any of the provisions or rights under this Agreement, the Company, in addition to
bearing its own expenses, shall pay to Executive all costs, expenses and reasonable attorneys' fees incurred therein by Executive (including without limitation such costs, expenses and fees on any
appeals), and if Executive shall recover judgment in any such action or proceeding, such costs, expenses and attorneys' fees shall be included as part of such judgment. 




        b.    Prior to Any Change of Control    



Prior
to any Change of Control, in any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such litigation, as determined by the Court
in a final judgment or decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred therein by such party or parties (including without limitation such
costs, expenses and fees on any appeals), and if such successful party or parties shall recover judgment in such action or proceeding, such costs, expenses and attorneys' fees shall be included as
part of such judgment. 




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        Notwithstanding
the foregoing provisions, in no event prior to a Change of Control shall the successful party or parties be entitled to recover an amount from the unsuccessful party or
parties for costs, expenses and attorneys' fees that exceeds the costs, expenses and attorneys' fees incurred by the unsuccessful party in connection with the action or proceeding. 


        12.    ARBITRATION    



        Company
and Executive agree with each other that any claim of Executive arising out of or relating to this Agreement or the breach of this Agreement or Executive's employment by Company,
including, without limitation, any claim for compensation due, wrongful termination and any claim alleging discrimination or harassment in any form shall be resolved by binding arbitration, except for
claims in which injunctive relief is sought and obtained. The arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules at the American
Arbitration Association Office nearest Executive's place of employment. The award entered by the arbitrator shall be final and binding in all respects and judgment thereon may be entered in any Court
having jurisdiction. 


        13.    ENTIRE AGREEMENT    


        With
respect to the matters specified herein, this Agreement contains the entire agreement between the Company and Executive and supersedes all prior written agreements, understandings
and commitments between the Company and Executive. No amendments to this Agreement may be made except through a written document signed by the Executive and approved in writing by the Company's Board. 


        14.    VALIDITY    



        In
the event that any provision of this Agreement is held to be invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision
of this Agreement. 


        15.    PARAGRAPHS AND OTHER HEADINGS    


        Paragraphs
and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement. 



        16.    NOTICE    


        Any
notice or demand required or permitted to be given under this Agreement shall be made in writing and shall be deemed effective upon the personal delivery thereof if delivered or, if
mailed,  forty-eight (48) hours after having been deposited in the United States mail, postage prepaid, and addressed, in the case of the
Company, to the attention of the Board of Directors at the Company's then principal place of business, presently 2209 West 1st Street, Tempe, Arizona 85281 and, in the case of Executive,
to  2929 North 70th St. #2104, Scottsdale, Arizona 85251. Either party may change the address to which such notices are to be addressed to it
by giving the other party notice in the manner herein set forth. 


        17.    RIGHT OF EMPLOYMENT    


        Nothing
stated or implied by this Agreement shall prevent the Company from terminating the Service of Executive at any time nor prevent Executive from voluntarily terminating Service at
any time. 


        18.    WITHHOLDING TAXES AND OTHER DEDUCTIONS    


        To
the extent required by law, the Company shall withhold from any payments due Executive under this Agreement any applicable federal, state or local taxes and such other deductions as
are prescribed by law or Company policy. 


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        19.    APPLICABLE LAW    


        To
the full extent controllable by stipulation of the Company and Executive, this Amendment shall be interpreted and enforced under Arizona law. 


        IN WITNESS WHEROF, the Company has caused this Agreement to be executed by its duly authorized representative(s) and Executive has affixed
his signature as of the date first written above. 



	EXECUTIVE	 	COMPANY
	

/s/  ANDREJS K. BUNKSE      
 Andrejs K. Bunkse	
 	
GameTech International, Inc.
	 	 	By:	 	/s/  RICHARD T. FEDOR      

	 	 	Name:	 	Richard T. Fedor

	 	 	Title:	 	Chairman & CEO





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GAMETECH INTERNATIONAL. INC.

FORM OF EMPLOYMENT AGREEMENT