Exhibit 10.1












Exhibit 10.1


[Youbet.Com, Inc. Letterhead]


September 7, 2009


Susan Bracey 

[Address]


Dear Susan,


It is with pleasure
that we offer you a position as Interim Chief Financial Officer with
Youbet.com, Inc. (the “Company”). You will report to the Chief
Executive Officer of the Company. The purpose of this letter is to confirm the
basic financial and other terms of our offer to you:


1. The term of
employment will be six (6) months starting on September 9, 2009. The
term of employment may be extended upon the mutual agreement of you and the
Company. Following the expiration of the six (6) month term of employment,
unless otherwise agreed in writing by you and the Company, the terms and
conditions contained in this letter will no longer be in effect. The Consulting
Agreement between you and the Company dated August 2009 shall terminate as
of September 8, 2009.


2. You will
receive a salary of $250,000.00 on an annualized basis, payable in equal
bi-weekly installments and prorated as of your start date. Your base salary is
earned and payable only while you are employed by the Company.


3. You also
will receive 30,000 options to purchase shares of the Company’s common
stock pursuant to the Company’s Equity Incentive Plan. The options will
vest ratably over a four-year period beginning on the effective date of the
grant,


4. You may be eligible for a performance bonus to be
determined in the discretion of the Compensation Committee of the Company in
consultation with the Chief Executive Officer. Additionally, you will receive a
bonus to be determined in the discretion of the Compensation Committee in
consultation with the Chief Executive Officer upon the achievement by the
Company of certain strategic objectives during the six (6) month term of
your employment.


5. During your
employment, you will be eligible to participate in such employee benefit
programs and perquisite arrangements (collectively, “Benefit
Plans”) as are made available to similarly titled employees, in
accordance with the terms and conditions thereof. The Company reserves the
right to modify, suspend or discontinue any one or more of its Benefit Plans,
at any time without notice to, or recourse by, you, so long as such action is
taken generally with respect to other similarly titled employees.


6. You will
receive vacation days at the rate of twenty (20) days per year (accrued
daily), plus regular holidays and PTO days as determined by the Company on an
annual basis.


 


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7. This offer
is conditioned upon your compliance with certain standard corporate policies
and procedures, and your execution of our customary employee confidentiality,
insider trading and other agreements, and this offer is also subject to
completion of a satisfactory reference check, credit check, background check
and drug test.


8. This letter
will also confirm our mutual understanding that your employment is
“at-will” — that is, you may resign at any time and for any
reason, and similarly, the Company may terminate your employment at any time
and for any reason; provided, however, that if the Company terminates your
employment without cause prior to the end of the six (6) month term, you will
receive salary and benefits through the end of the six (6) month term.
“Cause” shall mean any of the following:  (i) gross
dishonesty, fraud, misappropriation, embezzlement, or other act of material
misconduct against the Company; (ii) conviction of a felony (other than a
traffic violation) which results in material injury to the Company;
(iii) willful and knowing violation of any rules or regulations of any
governmental or regulatory body which violation is materially harmful to the
Company; (iv) violation of policies, rules or regulations of the Company
which violation is materially harmful to the Company; (v) willful act of
disloyalty that is intended to and/or results in material injury to the
Company; (vi) alcoholism or addiction to non-medically prescribed drugs;
or (vii) failure to obey the reasonable and lawful directives of the Board
of Directors of the Company (the “Board”) or demonstration of gross
negligence in the performance of your duties, as determined in good faith by
the Board, which failure or gross negligence continues for a period of thirty
(30) days following written notice from the Board stating its intention to
terminate you if such failure or gross negligence is not
corrected.       


9. Except as
set forth above, your execution of this letter shall confirm that you are not
relying on any representations, either oral or written, in accepting this offer
of employment.


Please sign a copy
of this letter confirming your acceptance, and return it to me no later than
September 9, 2009.


If you have any
questions concerning our benefit programs or other employment-related matters,
please feel free to call the Human Resources Department at (818) 668-2100.


Sincerely,


/s/ David
Goldberg


David Goldberg


Chief Executive Officer


Accepted this 8th day of September,
2009.


/s/ Susan
Bracey                                   


Susan Bracey


 


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