form10-33.htm


    Exhibit
10.33

     

    


     

     

     

    February
24, 2010

    


    


    


    Floyd
“Bud” Glisson

    8850
Double Diamond Parkway

    Reno, NV
89512

    


    


    Re:  Offer of
Employment

     
 

    Dear
Bud,

    


    This
correspondence serves as confirmation of our offer of employment to you as a
President and Chief Executive Officer of GameTech International,
Inc.  We look forward to the leadership and drive you will bring to
GameTech and its executive team.  We anticipate your hire date to be
March 15, 2010.

    


     

    We are
prepared to offer you an annual salary of $350,000.  With this
position, you will also be eligible to receive an annual bonus, which will be
based upon and determined in accordance with flowing parameters:

    


     

    Actual Profit as % of Plan
Profit                                                                           Bonus

     

    Below
75%                                                                   None

     

    75%                                                                      50%
of annual salary

     

    100%                                                                     66.67%

     

    150%                                                                      100% of
annual salary

     

    


     

    "Actual
Profits" meaning Net Income before income taxes as reported on the Company's
financial statements, subject to audit, and as adjusted to add back any bonus
paid pursuant to this bonus plan.  "Plan Profits" meaning Net Income
before income taxes in the business plan adopted by the Board of Directors for
the applicable fiscal year.  The above bonus awards shall be earned
upon completion of each fiscal year and payable within 30 days of the Company
filing its Form 10K for each year with respect to the preceding fiscal
year.  In the event that you are terminated from the Company for
anything other than for “Cause”, you will earn a prorated bonus for the portion
of the current fiscal year based on month-to-date Actual Profit as a percent of
month-to-date Plan Profit.

    


     

    In
consideration for your service as a director of the Company and your acceptance
of this offer to serve as our President and Chief Executive Officer, the Company
hereby grants to you options to purchase 300,000 shares of our common stock,
subject to approval of a new stock option plan by the Company’s
stockholders.  The options shall vest in three equal increments, with
100,000 options vesting on the first anniversary of your acceptance of this
offer, 100,000 vesting on the second anniversary of your acceptance of this
offer, and the remaining 100,000 shares vesting on August 13,
2012.   The strike price for your stock options will be the
trading price of the stock as of market close on the date of your acceptance of
this offer.

    


     

    GameTech
also offers a rich benefits package including Medical, Dental, Vision, 401K,
Disability and Life insurance.  You will be eligible for these
benefits the first calendar day of the month following your date of hire. You
are also eligible for extensive and flexible moving expenses, up to $50,000, for
reasonable expenses associated with your relocation.  You will also be
afforded discretionary paid vacation time as needed.

     

    


     

    In the
event that your employment is terminated within twelve months of a “Change of
Control”, without “Cause”, or if your compensation is reduced during the twelve
months following a “Change of Control” you will be entitled to receive a twelve
month’s salary continuation, reasonable reimbursement for health care costs for
an eighteen month period, all bonus money earned to date, on a prorated basis,
as well as immediate vesting of all stock options.  “Cause” means any
conduct that may jeopardize any license in any jurisdiction that the company
does or seeks to do business; performance of work in a manner that is not
professional, including dishonesty or insubordination; conviction for any
felony; or any material violation of the company’s established
policies.  "Change of control" means, or shall have occurred, if any
“person” or “group” becomes the “beneficial owner” of more than fifty percent
(50%) of the total voting power entitled to vote in the election of the Board of
Directors.  “Person”, “group” and “beneficial owner” are defined in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934.

     

    


     

    We do let
all new employees know that we are an “at will” employer and either the employee
or the employer may terminate the employment relationship at any time with or
without prior notice.

     

    


    We are so
pleased to have the opportunity to work with you and look forward to your
participation with us.  We wish you the best for success in your new
position.  Please sign in the space provided below as acceptance of
this offer.

    


    By your
acceptance of this offer, you agree that the terms set forth above will be
incorporated into a final definitive agreement and each party commits and agrees
to work diligently to quickly reach such a final agreement.

    


    


    Kind
Regards,

    


    /s/ Rich
Fedor

    


    Rich
Fedor, Chairman

    


     

    


     

    THE ABOVE
OFFER IS ACCEPTED AND AGREED TO THIS 24th DAY OF FEBRUARY, 2010.

     

    


    /s/ Floyd
Glisson 

    Floyd
“Bud” Glisson

    


    


    


    


    cc:    James
Robertson

             Employee
File