EX-10.1






EMPLOYMENT AGREEMENT




This Agreement is made as of April 1, 2005 by and between WPT ENTERPRISES, INC., a Delaware
corporation (the “Company”), and STEVEN LIPSCOMB (the “Executive”).



W I T N E S S E T H




WHEREAS, the Company desires to employ Executive in accordance with the terms and conditions
stated in this Agreement; and



WHEREAS, Executive desires to accept that employment pursuant to the terms and conditions of
this Agreement.



NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties
hereto agree as follows:



I. Employment



1.1 Employment as Chief Executive Office and President. The Company hereby employs
Executive as Founder, Chief Executive Officer and President and Executive accepts such employment
pursuant to the terms of this Agreement. Executive shall report to and take direction from the
Company’s Board of Directors (the “Board”). Executive will perform those duties which are usual
and customary and in a manner reasonably expected for the President of a publicly-held company.



1.2 Board Seat. Executive shall serve as a member of the Board. Executive
understands and acknowledges that upon Executive’s termination for Cause (as defined in Section 3.2
hereof), Executive will forfeit his position on the Board as of the date of termination unless such
termination is the subject of a dispute between the parties. In such case, Executive will maintain
his position on the Board unless and until the dispute is finally resolved, in favor of Company.



1.3 Term. Subject to any earlier termination by Executive or the Company pursuant to
Article III hereof, Executive’s employment pursuant to this Employment Agreement shall be for a
term of three (3) years. Such term shall be deemed to have commenced on December 29, 2003 (the
“Term”).



II. Compensation, Benefits and Perquisites



2.1 Base Salary. During the Term, the Company shall pay Executive an annualized base
salary (“Base Salary”) of Five Hundred Thousand Dollars ($500,000), which Base Salary may be
adjusted upward by the Compensation Committee of the Board (the “Compensation Committee”), in its
sole discretion. The Base Salary shall be payable in substantially equal regular periodic
installments in accordance with the Company’s regular payroll practices. The salary change will be
deemed effective as of December 29, 2003, with the shortfall since December 29, 2003 having been
paid to you following execution of the April 14th letter agreement between the parties.




2.2 Bonuses. Executive will be eligible for the following bonuses:



(a) Executive will participate in a bonus plan for Company employees that will pay an annual
bonus equal to 10% of the Company’s net profit in each fiscal year, or such other bonus plan that
the Compensation Committee may create that is agreeable to both Company and Executive.



(b) In addition to any bonuses Executive may be entitled to as part of any Company bonus plans
including the foregoing, for each fiscal year during the Term, Executive will be entitled to a
bonus equal to five percent (5%) of the Profits (as defined below) realized by the Company during
such fiscal year that are in excess of $3,000,000. In the event that Executive’s employment with
the Company is terminated either by Executive or by the Company for Cause (as defined in Section
3.2 hereof) prior to the end of a fiscal year in which Executive is entitled to receive this bonus,
Executive will be entitled to receive the pro-rata portion of this bonus obtained by multiplying
the entire bonus amount Executive would otherwise be entitled to receive under this Section 2.2 by
a fraction (i) the numerator of which shall equal the number of full calendar months that Executive
was employed by the Company during the applicable fiscal year, and (ii) the denominator of which
shall be twelve (12). “Profits” shall mean the Company’s net income as set forth on the Company’s
audited financial statements for the applicable fiscal year. Any and all bonuses accrued hereunder
for a particular fiscal year will be distributed before the first day of the fifth month following
the end of that fiscal year.



2.3 Employee Benefits. Throughout the term of this Agreement, Executive shall be
entitled to the usual and customary benefits and perquisites which the Company generally provides
to its other senior executives under its applicable plans and policies (including, without
limitation, healthcare coverage and retirement benefits). Executive shall pay any contributions
which are generally required of executives to receive any such benefits.



2.4 Stock Option Agreement. The Company has granted Executive the right and option
(the “Option”) to purchase up to Six Hundred Thousand (600,000) shares of the Company’s common
stock pursuant to the terms of a Stock Option Agreement entered into between the Company and
Executive, dated August 9, 2004, a copy of which is attached hereto as Exhibit A. In
addition, Executive shall continue to be entitled to all stock and options enumerated and
controlled by the Management Contract and Contribution Agreement between Executive and World Poker
Tour, LLC dated March 4, 2002 (the “Prior Management Agreement”). Any and all such stock and
options granted pursuant to the Prior Management Agreement will not be affected by this Agreement.



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	III.	 	Termination of Executive's Employment
	
 
	 	 	3.1	 	 	Termination of Employment.
	
 
	 	 	 	 	 	 








(a) Executive’s employment under this Agreement may be terminated by Executive at any
time for any reason. In the event of Executive’s death, this Agreement shall terminate. All
options shall immediately vest on a pro-rata basis and a Company financial representative
shall contact and assist Executive’s heirs in the transition of stock and accrued Company
benefits.




(b) Executive’s employment under this Agreement may be terminated by the Company at any
time for any reason; provided, however, that if Executive’s employment is terminated by the
Company during the Term for a reason or disability other than for Cause (as defined in
Section 3.2 hereof), then:




(i) the Company shall continue to pay Executive throughout the remaining Term, as
separation pay, which Executive has not earned and to which Executive is not otherwise
entitled, an amount equal to (A) the Base Salary in effect as of the date of termination and
(B) the applicable bonus amounts otherwise required to be paid to Executive hereunder
through the end of the Term, such payment to be made in the same manner as if Executive had
remained continuously employed throughout the Term; and




(ii) all portions of the Option that remain unvested as of the date of termination
shall immediately vest in their entirety.




	 	(c)	 	Any termination shall be effective as of the date specified by
the party initiating the termination in a written notice delivered to the other
party, which date shall not be earlier than the date such notice is delivered
to the other party. Except as expressly provided to the contrary in this
section or applicable law, Executive’s rights to pay, bonuses and benefits
shall cease on the date his employment under this Agreement terminates;
provided, however, that in the event Executive is terminated for Cause (as
defined in Section 3.2 hereof) and such termination is the subject of a dispute
between the parties, all pay and bonuses, if applicable, will be held in an
interest-bearing trust account until the dispute is finally resolved. If the
dispute is resolved in favor of Executive, all amounts held in such trust
account will be released to Executive within ten (10) days of such final
resolution.






	 	(d)	 	In the event that this Agreement is terminated pursuant to this
section 3.1, Executives restrictions under 5.1 (below) shall cease to exist.





3.2 Definition of Cause. For purposes of this Article III, “Cause” will be defined as
(i) Executive’s willful and continued failure to substantially perform his duties as reasonably
assigned, (ii) Executive’s indictment for a criminal offense related to theft or embezzlement from
the Company, which charges are not dismissed, or of which Executive is not acquitted within one (1)
year, or (iii) Executive’s indictment for any felony offense that is not the result of actions
performed by Executive within the scope of activities approved by the Board, which charges are not
dismissed, or of which Executive is not acquitted, within one (1) year.



3.3 Notice. Executive must provide the Company with at least thirty (30) days’ written
notice if Executive desires to terminate his employment under this Agreement.



IV. Confidentiality; Trade Secrets; Non-Solicitation.



4.1 Definitions. As used in this Agreement, the following terms shall have the
following meanings:



(a) The term “Business” shall mean any business which produces any poker or other casino
gaming television shows.



(b) The term “Confidential Information” means information that is proprietary to the Company
or proprietary to others and entrusted to the Company, including, but not limited to, Trade
Secrets. Confidential Information includes, but is not limited to, information related to the
Company’s business plans and to its business as conducted or anticipated to be conducted, and to
its past, current and/or anticipated products and services, trade secrets, patents, patent
applications, systems, products, programs and techniques and any other secret, proprietary or
confidential information, knowledge or data of the Company. All information disclosed to
Executive, or to which Executive obtains access, whether originated by Executive or others, which
is treated by the Company as Confidential Information, or which Executive has reasonable basis to
believe is Confidential Information, will be presumed to be Confidential Information. The term
Confidential Information will not apply to any information which (i) Executive can establish by
documentation was known to him prior to receipt by him from the Company; (ii) is lawfully disclosed
to Executive by a third party not deriving the same from the Company; or (iii) is presently in the
public domain or becomes a part of the public domain through no fault of Executive.



(c) “Inventions” means discoveries, improvements, inventions, ideas and works of authorship
(whether patentable or copyrightable) conceived or made by Executive, either solely or jointly with
others, relating to any consultation, work or services performed by Executive with, for, or on
behalf of or in conjunction with the Company or based on or derived from Confidential Information.



(d) “Restricted Period” means the period commencing on the date hereof and ending on the
earliest to occur of (i) Executive no long receiving the salary described in Paragraph 2.1 above ,
or (ii) the Company ceasing to continue to conduct its business; provided that, if it is
determined by a court of competent jurisdiction that Executive has violated the covenants contained
in this Article 4, the Restricted Period shall be extended for an added period equal to the
duration of the period of such violation.



(e) “Trade Secret” means information, including a formula, pattern, compilation, program,
device, method, technique or process that (a) derives independent economic value, actual or
potential, from not being generally known to the public or to other persons who can obtain economic
value from its disclosure or use; or (b) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.



4.2. Inventions. With respect to Inventions (irrespective of whether such Inventions
are made on particular days during which Executive consults, works, or renders any service with,
for, or to the Company), Executive agrees that any Invention that pertains to Restricted Projects
(as defined in paragraph 5.1 below) shall be the sole and exclusive property of the Company and
further agrees:




(a) to promptly and fully inform the Company in writing of such Inventions;



(b) to assign to the Company all of his rights to such Inventions, and to applications for
patents and/or copyright registrations and to patents and/or copyright registrations granted upon
such Inventions in the United States or in any foreign country; and



(c) to acknowledge and promptly deliver to the Company (without charge to the Company but at
the expense of the Company) such written instruments and do such other acts as may be necessary, in
the opinion of the Company, to obtain and maintain patents and/or copyright registrations and to
vest the entire right and title thereto in the Company.



To the extent an Invention cannot conceivably be used by the Company in connection with its
current or projected business or businesses (as determined in the sole reasonable discretion of the
Board), the Company may, upon determination by the Board, allow Executive to own such Invention
free and clear of any Company interest.



4.3. Non-Solicitation. For a nine (9) month period following the termination of this
Agreement for any reason, executive will not, without the Company’s prior written consent (which
may be withheld with or without reason), directly or indirectly for himself or on behalf of any
other person or entity (except the Company): (i) recruit, solicit or hire as employee, consultant,
independent contractor or in any other capacity whatsoever; (ii) enter into any other business
relationship (including, without limitation, as partners, joint venturers, guarantors, business
associates, investors, financiers, owners of a corporation or other business organization, entity
or enterprise) with; or (iii) request, induce, advise or encourage a termination of employment by,
any employee of the Company the term hereof



4.4. Confidential Information. Except as required by Executive’s employment by the
Company, Executive will hold any Confidential Information in the strictest of confidence and never
use, disclose or publish any Confidential Information without the prior written express permission
of the Company. Executive agrees to maintain control over any Confidential Information obtained
and restrict access thereto to those of Executive’s fellow employees, agents or other associated
parties who have a need to use such Confidential Information for the intended purpose. Executive
agrees to advise and inform any party to whom Executive has provided access to the Confidential
Information of its confidential nature and Executive agrees to ensure that such associated parties
be bound by the terms and obligations of a confidentiality agreement in form and substance approved
by the Company, if requested to do so by the Company’s Board.



4.5 Remedies. Because the breach or anticipated breach of the restrictive covenants
set forth in this Article IV would result in immediate and irreparable harm and injury to the
Company, for which it will not have an adequate remedy at law, the Company will be entitled to
relief in equity to enjoin temporarily and/or permanently such breach or anticipated breach and to
seek any and all other legal and equitable remedies to which the Company may be entitled.
Executive hereby waives the claim or defense that such party has an adequate remedy at law,
Executive shall not assert in any such action or proceeding the claim or defense that such party
has an adequate remedy at law, and Employer shall be entitled, in addition to all other remedies or
damages at law or in equity, to temporary and permanent injunctions and orders to restrain any
violations of this Article IV by Executive and all persons or entities acting for or with
Executive. If the Company is made or shall become a party to any litigation, commenced by or
against Executive involving the enforcement of this Agreement, then the nonprevailing party in such
litigation shall pay and be solely responsible for any and all costs incurred by the prevailing
party in connection with such litigation, including the costs, fees, and reasonable expenses of any
and all attorney’s fees.



V. Usurpation of Corporate Opportunity



5.1 Agreement Not To Pursue Restricted Projects. Executive agrees that while this
Agreement is in effect, Executive will not engage in any competitive business activity or project
himself, with or on behalf of any party without Board consent. (the “Restricted Projects”) provided
that it is understood that Executive’s current and pre-existing projects entitled “Psycho Bunnies,”
“Big Pitch with Norman Lear” and “The Music Man” shall be considered exempt from this non-compete
provision and Executive will be able to pursue these projects individually without obtaining Board
approval. In no event shall Executive’s individual pursuit of any or all of the three exempt
projects interfere with Executive’s duties under this Agreement.



If the scope of the restrictions in this section are determined by a court of competent
jurisdiction to be too broad to permit enforcement of such restrictions to their full extent, then
such restrictions shall be construed or rewritten (blue-lined) so as to be enforceable to the
maximum extent permitted by law, and Executive hereby consents, to the extent he may lawfully do
so, to the judicial modification of the scope of such restrictions in any proceeding brought to
enforce them.



5.2 Remedies. Executive acknowledges that the Company’s remedy at law for any breach
or threatened breach by Executive of Section 5.1 will be inadequate. Therefore, the Company shall
be entitled to injunctive and other equitable relief restraining Executive from violating those
requirements, in addition to any other remedies that may be available to the Company under this
Agreement or applicable law.



VI. Miscellaneous




6.1 Amendment. This Agreement may be amended only in writing, signed by both parties.



6.2 Entire Agreement. This Agreement contains the entire understanding of the parties
with regard to all matters contained herein. There are no other agreements, conditions or
representations, oral or written, expressed or implied, with regard thereto. This Agreement
supersedes any prior agreements relating to the employment of Executive by the Company.



6.3 Assignment. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties and their respective successors, assigns, heirs and personal representatives.



6.4 Notices. Any notice required to be given under this Agreement shall be in writing
and shall be delivered either in person or by certified or registered mail, return receipt
requested. Any notice by mail shall be addressed as follows:




If to the Company, to:




WPT Enterprises, Inc.


1041 North Formosa Avenue


Formosa Building, Suite 99


West Hollywood, CA 90004


Attention: Chairman of the Board




If to Executive, to:




Steven Lipscomb


P.O. Box 291598


Los Angeles, CA 90029



or to such other addresses as either party may designate in writing to the other party from time to
time.



6.5 Waiver of Breach. Any waiver by either party of compliance with any provision of
this Agreement by the other party shall not operate or be construed as a waiver of any other
provision of this Agreement, or of any subsequent breach by such party of a provision of this
Agreement.



6.6 Severability. If any one or more of the provisions (or portions thereof) of this
Agreement shall for any reason be held by a final determination of a court of competent
jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions (or portions of the provisions) of this
Agreement, and the invalid, illegal or unenforceable provisions shall be deemed replaced by a
provision that is valid, legal and enforceable and that comes closest to expressing the intention
of the parties hereto.



6.7 Survival. Sections 3 and 4 hereof shall survive the termination of this
Agreement.



6.8 Governing Law. This Agreement shall be interpreted and enforced in accordance
with the laws of the State of California, without giving effect to conflict of law principles.



6.9 Arbitration. Any controversy or claim arising out of or relating to this
Agreement or the breach of this Agreement shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and a judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitrator(s)
shall have the authority to award the prevailing party its costs and reasonable attorney’s fees
which shall be paid by the non-prevailing party. In the event the parties hereto agree that it is
necessary to litigate any dispute hereunder in a court, the non-prevailing party shall pay the
prevailing party its costs and reasonable attorney’s fees.



6.10 Prior Management Agreement. This Agreement is not intended in any way to modify
or affect the terms of any previously granted stock options or other equity interests, including
but not limited to any such options or interests granted in the Prior Management Agreement.



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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set
forth above.




WPT ENTERPRISES, INC.




By:_/s/ Adam Pliska     




	 	 	 	Adam Pliska






Its: General Counsel




 /s/ Steven Lipscomb




	 	 	 	STEVEN LIPSCOMB





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EXHIBIT A




STOCK OPTION AGREEMENT







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