exv10w34






Exhibit 10.34










June 13, 2011




Mrs. Allyson Evans

2387 Wilbur Ave.

San Diego, CA 92109




     Re: Employment Terms


Dear Ms. Evans:



I am pleased to offer you continued employment in the position of Chief Financial Officer of Mad
Catz Interactive, Inc. and its subsidiary companies (collectively the “Company”). We recognize
that you fill a critical executive position and want to compensate you accordingly. This letter
sets forth the terms of the Employment Agreement (the “Agreement”) that the Company is offering to
you:





	 	1.	 	Employment by the Company.





          1.1 Title and Responsibilities. Subject to the terms set forth herein, the Company agrees to
employ you in the position of Chief Financial Officer and you hereby accept such employment
effective as of the date listed above (“Effective Date”). You agree that you will devote your best
efforts and substantially all of your business time and attention (except for vacation periods as
set forth herein and reasonable periods of illness or other incapacity permitted by the Company’s
general employment policies) to the business of the Company.




          1.2 Executive Position. You will serve in an executive capacity and shall perform such duties
as are reasonably assigned from time to time by your supervisor. You will report directly to the
CEO of Mad Catz Interactive, Inc., Darren Richardson.




          1.3 Company Employment Policies. Your employment relationship with the Company shall also be
governed by the general employment policies and procedures of the Company, including those relating
to protection of confidential information and assignment of inventions, except that when the terms
of this Agreement differ from or are in conflict with the Company’s general employment policies or
procedures, this Agreement shall control.




          1.4 Employment Period. In recognition of your important role with the Company, we have agreed
that the duration of your employment, under this Agreement, is three years from the Effective Date
(the “Contract Employment Period”) or to the date your employment is terminated in accordance with
Section 6 of this Agreement. Following this three-year period, unless this Agreement is terminated
earlier, this Agreement and the Contract Employment Period shall be automatically renewed for







     








CORPORATE
HEADQUARTERS 7480 Mission Valley Road Suite 101, San Diego, California 92108 619.683.9830 phone 619.683.9839 facsimile

DISTRIBUTION CENTER 490 Nevada Street, Redlands, California 92373 909.801.3401 phone 909.801.3402 facsimile

www.madcatz.com



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successive one-year periods. Notwithstanding the foregoing, you understand that the
employment relationship is “at will” in accordance with California law, and that either side may
terminate the employment relationship at any time with or without cause, and with or without
notice. However, if the Company terminates your employment during the Contract Employment Period
for any reason other than for cause or reasons enumerated under Section 6.4, or if you resign for
Good Reason during the Contract Employment Period, under Section 6.5, then you shall be entitled to
a severance payment of one full year of regular base pay, in addition to any other severance
benefits that may be negotiated between you and the Company. The Company’s payment of any
severance compensation is conditioned upon execution of the Release Agreement attached hereto as
Exhibit B.





	 	2.	 	Compensation and Benefits.





          2.1 Base Salary. For services rendered hereunder, you shall receive an annualized base salary
of $250,000.00, less standard withholdings and deductions, payable in accordance with the Company’s
standard payroll procedures. You will be considered for annual changes in base salary in
accordance with Company policy and subject to review and approval by the Board of Directors
(“Board.”)




          2.2 Bonuses. You will be eligible, in the compensation committee’s discretion for a bonus
based on achieving company and personal objectives to be agreed upon with your supervisor with the
approval of the compensation committee.




          2.3 Stock Options. You shall be eligible to participate in the stock option plan managed and
controlled by the Board. The number of stock options granted shall be determined by the
compensation committee in its discretion. The terms and conditions of the then current Stock
Option Plan (“Plan”) will dictate vesting and exercising stock option shares. Both the Plan and
the written Option Agreement, pursuant to the Plan, are incorporated herein by reference.




     In the event the terms of the Plan and this Agreement conflict, the provisions of this
Agreement shall control.




          2.4 Standard Company Benefits for Executives. You shall be entitled to all rights and
benefits for which you are eligible under the terms and conditions of the standard Company benefits
and compensation plans which may be in effect from time to time and provided by the Company. As a
senior executive, you shall be entitled to receive the greater of 4 weeks of PTO or the PTO that
you are entitled to by virtue of your time employed at the Company.




          2.5 Business Expense Reimbursement. The Company shall reimburse you for all reasonable
travel, entertainment or other out-of-pocket expenses incurred by you in furtherance of or in
connection with the performance of your duties hereunder, in accordance with the Company’s written
expense reimbursement policies in effect from time to time.







     








CORPORATE
HEADQUARTERS 7480 Mission Valley Road Suite 101, San Diego, California 92108 619.683.9830 phone 619.683.9839 facsimile

DISTRIBUTION CENTER 490 Nevada Street, Redlands, California 92373 909.801.3401 phone 909.801.3402 facsimile

www.madcatz.com



2









 












          2.6 Indemnification. You shall receive indemnification as a corporate officer of the Company
to the maximum extent extended to the other executive officers of the Company. If so requested by
the Board, you will be required to enter into the Company’s standard form of Indemnification
Agreement, pursuant to which the Company agrees to advance any expenses for which indemnification
is available to the extent allowed by applicable law.





	 	3.	 	Proprietary Information Obligations.





          3.1 Proprietary Information Agreement. You agree to execute and abide by the Employee
Proprietary Information and Inventions Agreement, attached hereto as Exhibit A.




          3.2 Remedies. Your duties under the Employee Proprietary Information and Inventions Agreement
shall survive termination of your employment with the Company. You acknowledge that a remedy at
law for any breach or threatened breach by you of the provisions of the Employee Proprietary
Information and Inventions Agreement would be inadequate and you therefore agree that the Company
shall be entitled to injunctive relief in case of any such breach or threatened breach.





	 	4.	 	Outside Activities.





          4.1 Activities. Except with the prior written consent of the Board, you will not during your
employment with the Company undertake or engage in any other employment, occupation or business
enterprise, other than ones in which you are a passive investor. You may accept speaking or
presentation engagements in exchange for honoraria and may engage in civic and not-for-profit
activities so long as such activities do not materially interfere with the performance of your
duties hereunder.




          4.2 Investments and Interests. Except as permitted by Section 4.3, you agree not to acquire,
assume or participate in, directly or indirectly, any position, investment or interest known by you
to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.




          4.3 Non-Competition. During your employment by the Company, and for one year from
termination, you will not directly or indirectly, whether as an officer, director, stockholder,
partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage
in, become financially interested in, be employed by or have any business connection with any other
person, corporation, firm, partnership or other entity whatsoever known by you to compete directly
with the Company, anywhere in the world, in any line of business engaged in (or in which the
Company plans to be engaged and you are aware of such plans as of the date your employment with the
Company terminates) by the Company; provided, however, that anything above to the contrary
notwithstanding, you may own, as a passive investor, securities of any competitor corporation, so
long as your direct holdings in any one such corporation shall not in the aggregate constitute more
than one percent (1%) of the voting stock of such corporation.







     








CORPORATE
HEADQUARTERS 7480 Mission Valley Road Suite 101, San Diego, California 92108 619.683.9830 phone 619.683.9839 facsimile

DISTRIBUTION CENTER 490 Nevada Street, Redlands, California 92373 909.801.3401 phone 909.801.3402 facsimile

www.madcatz.com



3









 













	 	5.	 	Other Agreements.





          You represent and warrant that your employment by the Company will not conflict with and will
not be constrained by any prior agreement or relationship with any third party. You represent and
warrant that you will not disclose to the Company or use on behalf of the Company any confidential
information governed by any agreement with any third party except in accordance with an agreement
between the Company and any such third party. During your employment by the Company, you may use,
in the performance of your duties, all information generally known and used by persons with
training and experience comparable to your own and all information which is common knowledge in the
industry or otherwise legally in the public domain.




	 	6.	 	Termination Of Employment.





          6.1 At-Will Employment. Your relationship with the Company is at-will. Both you and the
Company shall have the right to terminate your employment with the Company at any time with or
without Cause and with or without notice, provided that you may be removed from any position you
hold as a member of the Company’s Board only in the manner provided by the Bylaws of the Company
and applicable law.




          6.2 Termination by Company for Cause. If the Company terminates your employment at any time
for Cause (as defined below), your salary shall cease on the date of termination and you shall not
be entitled to severance pay, pay in lieu of notice or any other such compensation other than
payment of accrued salary and vacation and such other benefits as expressly required in such event
by applicable law or the terms of applicable benefit plans. All stock options and any unvested
stock awards issued to you shall be controlled by the terms of the Plan.




               (a) Definition. For purposes of this Agreement, “Cause” shall mean the occurrence of one or
more of the following: (i) your unauthorized use or disclosure of confidential information or
trade secrets of the Company, which use or disclosure causes material harm to the Company; (ii)
your conviction of, or your plea of “guilty” or “no contest” to, a felony under the laws of the
United States, or any state thereunder; (iii) gross negligence in the performance of your duties to
the Company, willful or habitual neglect of your duties or violation of Company policy, which is
not cured by you within fourteen (14) days of receiving written notice of such breach; (iv) a
willful act by you which constitutes gross misconduct and which causes material injury to the
Company, which is not cured by you within fourteen (14) days of receiving written notice of such
breach; or, (v) your material breach of the Employee Proprietary Information and Inventions
Agreement attached hereto. Your physical or mental disability or death shall not constitute Cause
hereunder. For purposes hereof, “gross negligence” in the performance of your duties to the
Company shall only include such gross negligence which has resulted or is likely to result in
substantial and material damage to the Company.







     








CORPORATE
HEADQUARTERS 7480 Mission Valley Road Suite 101, San Diego, California 92108 619.683.9830 phone 619.683.9839 facsimile

DISTRIBUTION CENTER 490 Nevada Street, Redlands, California 92373 909.801.3401 phone 909.801.3402 facsimile

www.madcatz.com



4









 












          6.3 Your Voluntary Resignation. You may voluntarily terminate your employment with the
Company at any time with or without notice, and with or without Good Reason (as defined in Section
6.6 below). In the event that you voluntarily terminate your employment other than for Good
Reason, you will not be entitled to severance pay, pay in lieu of notice or any other such
compensation other than payment of accrued salary and vacation and such other benefits as expressly
required in such event by applicable law or the terms of applicable benefit plans. All stock
options and any unvested stock awards issued to you shall be controlled by the terms of the Plan.




          6.4 Termination for Death or Disability. Your employment with the Company will be terminated
in the event of your death, or any illness, disability or other incapacity that renders you
physically or mentally unable regularly to perform your duties hereunder for a period in excess of
one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any
consecutive twelve (12) month period. The determination regarding whether you are physically or
mentally unable regularly to perform your duties shall be made by the Board. Your inability to be
physically present on the Company’s premises shall not constitute a presumption that you are unable
to perform such duties. In the event that your employment with the Company is terminated for death
or disability as described in this Section 6.4, you or your heirs, successors, and assigns shall
not receive any compensation or benefits other than payment of accrued salary and vacation and such
other benefits as expressly required in such event by applicable law or the terms of applicable
benefit plans. All stock options and any unvested stock awards issued to you shall be controlled
by the terms of the Plan.




          6.5 Your Resignation for Good Reason. You may resign your employment for Good Reason so long
as you tender your resignation to the Company within sixty (60) days after the occurrence of the
event which forms the basis for your termination for Good Reason.




          For purposes of this Agreement, “Good Reason” shall mean any one of the following events which
occurs on or after the commencement of your employment without your consent: (i) any reduction of
your then existing annual base salary by more than ten percent (10%) unless comparable reductions
are made for all other executive officers of the Company; (ii) any material reduction in the
package of benefits and incentives, taken as a whole, provided to you (except that employee
contributions may be raised to the extent of any cost increases imposed by third parties) or any
action by the Company which would materially and adversely affect your participation or reduce your
benefits under any such plans, except to the extent that such benefits and incentives of all other
executive officers of the Company are similarly reduced; (iii) any material diminution of your
duties, responsibilities, authority, reporting structure, excluding for this purpose an isolated or
inadvertent action not taken in bad faith which is remedied by the Company immediately after notice
thereof is given by you; (iv) any request that you relocate to a work site that would increase your
one-way commute distance by more than fifty (50) miles from your then principal residence, unless
you accept such relocation opportunity; (v) following a Change in Control, as defined in Section
7.1; or (v) any material breach by the Company







     








CORPORATE
HEADQUARTERS 7480 Mission Valley Road Suite 101, San Diego, California 92108 619.683.9830 phone 619.683.9839 facsimile

DISTRIBUTION CENTER 490 Nevada Street, Redlands, California 92373 909.801.3401 phone 909.801.3402 facsimile

www.madcatz.com



5









 











of its obligations under this Agreement that is not remedied by Company within thirty (30)
days of written notice of such breach from you.





	 	7.	 	Change in Control.





          7.1 Change In Control Definition. For purposes of this Agreement, Change in Control shall
mean any of the following: (i) any consolidation or merger of Mad Catz Interactive, Inc. or Mad
Catz, Inc. with or into any other corporation or other entity or person, or any other corporate
reorganization in which the stockholders of the Mad Catz Interactive, Inc. or Mad Catz, Inc.,
immediately prior to such consolidation, merger or reorganization by reason of the securities in
Mad Catz Interactive, Inc. or Mad Catz, Inc., owned by them prior to same, own less than fifty
percent (50%) of Mad Catz Interactive, Inc. or Mad Catz, Inc., voting power immediately after such
consolidation, merger or reorganization, or any transaction or series of related transactions in
which in excess of fifty percent (50%) of Mad Catz Interactive, Inc. or Mad Catz, Inc.’s voting
power is transferred; or (ii) a sale, lease or other disposition of all or substantially all of the
assets of the Mad Catz Interactive, Inc. or Mad Catz, Inc..




     8. Release. Upon your termination of employment, you shall enter into and execute a
release substantially in the form attached hereto as Exhibit B (the “Release”), as a condition of
your receipt of any severance benefits (including, without limitation, any cash severance payment
or accelerated vesting of shares) provided under this Agreement. Additionally, unless the Release
is executed by you and becomes fully effective under the terms set forth in the Release, any
acceleration of your stock awards as provided under this Agreement shall not apply and your stock
awards in such event may be exercised following the date of your termination only to the extent
provided under the Plan.



     9. Dispute Resolution. If a dispute arises between the parties, the parties agree to
use the following dispute resolution procedure:



          9.1 Meet and Confer. A meeting shall be held promptly between the parties, attended by
individuals with decision-making authority regarding the dispute, to attempt, in good faith, to
negotiate a resolution of the dispute.




          9.2 Mediation. If within 15 days after such meeting, the parties have not succeeded in
negotiating a resolution of the dispute, they agree to submit the dispute to mediation in San
Diego, California, under the auspices of, and in accordance with the rules of, JAMS/Endispute
(“JAMS”). The parties will jointly appoint a mutually acceptable mediator, seeking assistance in
such regard from JAMS if they are unable to agree upon such appointment. The cost of the mediator
and any administrative fee shall be shared equally by the parties. The parties agree to
participate in good faith in the mediation and negotiations related thereto for a period of not
less than 15 days. If the parties are not successful in resolving the dispute through mediation,
then the parties agree that the dispute shall be decided by arbitration as provided below.







     








CORPORATE
HEADQUARTERS 7480 Mission Valley Road Suite 101, San Diego, California 92108 619.683.9830 phone 619.683.9839 facsimile

DISTRIBUTION CENTER 490 Nevada Street, Redlands, California 92373 909.801.3401 phone 909.801.3402 facsimile

www.madcatz.com



6









 












          9.3 Arbitration. If the parties have been unable to resolve their dispute through mediation,
as provided above, any remaining controversy or claim arising out of, or relating to, the
employment relationship or subject matter of this Agreement, or the making, performance or
interpretation hereof, shall be decided by binding arbitration in San Diego, California. The
arbitration shall be conducted under the auspices of, and in accordance with the rules of JAMS, by
a neutral arbitrator who is mutually agreeable to the parties hereto, or appointed by JAMS if the
parties cannot agree. There will be only one arbitrator appointed. The cost of the arbitrator and
any administrative fees shall be shared equally by the parties. The arbitrator may award damages
as well as equitable and declaratory relief. The arbitration award shall be final and conclusive
upon the parties and a judgment or decree upon the award may be entered in any court having
jurisdiction over the subject matter of the controversy.




          9.4 Provisional Remedies and Injunctive Relief. Notwithstanding the agreement to submit
disputes to negotiation, mediation and arbitration, as provided above, either party may seek from a
court of competent jurisdiction any provisional or interim relief that is necessary to protect the
rights or property of that party. Such provisional or interim relief may include, without
limitation, restraining orders and other injunctive relief necessary to preserve the status quo
based on claims for unfair competition and/or misappropriation of trade secrets and/or
solicitation, as referenced in Exhibit A attached hereto.




     Notice: by initialing in the space below, you are agreeing to have any dispute arising out of
the matters included in the “Arbitration” provision decided by neutral arbitration as provided by
law and you are giving up any rights you might possess to have the dispute litigated in a court or
jury trial. By initialing in the space below, you are giving up your judicial rights to discovery
and appeal. If you refuse to submit to arbitration after agreeing to this provision, you may be
compelled to arbitrate under the authority of the California Code of Civil Procedure. Your
agreement to this arbitration provision is voluntary.



     WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE
MATTERS INCLUDED IN THE “ARBITRATION” PROVISION, WHICH INCLUDE ANY CLAIMS FOR WRONGFUL TERMINATION,
DISCRIMINATION OR HARASSMENT, TO NEUTRAL BINDING ARBITRATION. BY PLACING THEIR INITIALS HERE, THE
PARTIES AGREE TO BINDING ARBITRATION IN ACCORDANCE WITH THE FOREGOING PROVISION.



Company: DR      Employee: AE





	 	10.	 	General Provisions.





          10.1 Severability. Whenever possible, each provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable law, but if







     








CORPORATE
HEADQUARTERS 7480 Mission Valley Road Suite 101, San Diego, California 92108 619.683.9830 phone 619.683.9839 facsimile

DISTRIBUTION CENTER 490 Nevada Street, Redlands, California 92373 909.801.3401 phone 909.801.3402 facsimile

www.madcatz.com



7









 












any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction, but such invalid,
illegal or unenforceable provision will be reformed, construed and enforced in such jurisdiction so
as to render it valid, legal, and enforceable consistent with the intent of the parties insofar as
possible.




          10.2 Entire Agreement. This Agreement, together with the Employee Proprietary Information and
Inventions Agreement, and any stock option or stock award agreements which may be entered into now
or in the future between you and the Company, constitutes the entire agreement between you and the
Company and it supersedes any prior agreement, promise, representation, or statement written or
otherwise between you and the Company with regard to this subject matter. It is entered into
without reliance on any promise, representation, statement or agreement other than those expressly
contained or incorporated herein, and it cannot be modified or amended except in a writing signed
by you and a duly authorized officer of the Company.




          10.3 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of
and be enforceable by you, the Company and you and their respective successors, assigns, heirs,
executors and administrators, except that you may not assign any of your duties hereunder and you
may not assign any of your rights hereunder without the written consent of the Company, which shall
not be withheld unreasonably.




          10.4 Governing Law. All questions concerning the performance, construction, validity and
interpretation of this Agreement shall be governed by the law of the State of California, without
regard to its conflicts of law doctrine, as applied to contracts made and to be performed entirely
within California.




          10.5 Notices. Any notice required or permitted under this Agreement shall be given in writing
and shall be deemed to have been effectively made or given if personally delivered, or if sent by
facsimile, or mailed to the other party at its address set forth below, or at such other address as
such party may designate by written notice to the other party hereto. Any effective notice
hereunder shall be deemed given on the date personally delivered or on the date sent by facsimile
or two business days after deposited in the United States mail (sent by Certified Mail, Return
Receipt Requested), as the case may be, at the following address.




	 	 	 

	If to Company:

	 	If to Employee:
	 
	 	 
	President and CEO

	 	Allyson Evans
	Mad Catz, Interactive, Inc.
	 	 
	7480 Mission Valley Road
	 	 
	Suite 101
	 	 
	San Diego, California 92108
	 	 
	With a copy to:
	 	 









     








CORPORATE
HEADQUARTERS 7480 Mission Valley Road Suite 101, San Diego, California 92108 619.683.9830 phone 619.683.9839 facsimile

DISTRIBUTION CENTER 490 Nevada Street, Redlands, California 92373 909.801.3401 phone 909.801.3402 facsimile

www.madcatz.com



8









 













     Mad Catz’ legal department 7480 Mission Valley Road, Suite 101, San Diego, California 92108.


To indicate your acceptance of the Company’s offer of employment on these terms, please sign and
date this Agreement in the space provided below and return it to me.



Sincerely,




	 	 	 

	     /s/ Darren Richardson
 

Darren Richardson

	 	 
	President and CEO
	 	 
	Mad Catz Interactive, Inc.
	 	 
	 
	 	 
	ACCEPTED AND AGREED:
	 	 
	 
	 	 
	Allyson Evans
	 	 
	     /s/ Allyson Evans
 

Signature

	 	 









     








CORPORATE
HEADQUARTERS 7480 Mission Valley Road Suite 101, San Diego, California 92108 619.683.9830 phone 619.683.9839 facsimile

DISTRIBUTION CENTER 490 Nevada Street, Redlands, California 92373 909.801.3401 phone 909.801.3402 facsimile

www.madcatz.com



9









 





EXHIBIT A



EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT




      In consideration of this employment agreement and other good and valuable
consideration, the receipt of which is hereby acknowledged by Mad Catz Inc., and Allyson Evans
(collectively, the “Parties), the Parties hereby agree that the Agreement entitled AGREEMENT
RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS
AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreement.



 









 





EXHIBIT B



RELEASE AGREEMENT


I understand that my position with Mad Catz Interactive, Inc. (the “Company”) terminated effective
___________, _____ (the “Separation Date”). The Company has agreed that if I choose to sign this
Release, the Company will pay me certain severance benefits pursuant to the terms of the Employment
Agreement (the “Agreement”) between myself and the Company, and any agreements incorporated therein
by reference. I understand that I am not entitled to such benefits unless I sign this Release and
it becomes fully effective. I understand that, regardless of whether I sign this Release, the
Company will pay me all of my accrued salary and vacation through the Separation Date, to which I
am entitled by law.



In consideration for the severance benefits I am receiving under the Agreement, I hereby release
the Company and its officers, directors, agents, attorneys, employees, shareholders, parents,
subsidiaries, and affiliates from any and all claims, liabilities, demands, causes of action,
attorneys’ fees, damages or obligations of every kind and nature, whether they are now known or
unknown, arising at any time prior to the date I sign this Release and which arise out of my
employment or my termination of employment with the Company, including, without limitation, any
such claims based on federal and state statutory and common law, breach of contract, tort, wrongful
termination, discrimination, wages or benefits, or claims for any form of compensation for
services. Notwithstanding the foregoing, I am not releasing any right of indemnification I may
have for any liabilities arising from my actions within the course and scope of my employment with
the Company. Notwithstanding anything herein to the contrary, the release described herein does
not apply to any rights or obligations arising under this Release Agreement.
In releasing claims unknown to me at present, I am waiving all rights and benefits under Section
1542 of the California Civil Code, and any law or legal principle of similar effect in any
jurisdiction:



A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN YOUR FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED YOUR SETTLEMENT WITH THE DEBTOR.



If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am
knowingly and voluntarily waiving and releasing any rights I may have under the federal Age
Discrimination in Employment Act of 1967, as amended (“ADEA”). I also acknowledge that the
consideration given for the waiver in the above paragraph is in addition to anything of value to
which I was already entitled. I have been advised by this writing, as required by the ADEA that:
(a) my waiver and release do not apply to any claims that may arise after my signing of this
Release; (b) I should consult with an attorney prior to executing this Release; (c) I have
twenty-one (21) days within which to consider this Release (although I may choose to voluntarily
execute this Release earlier); (d) I have seven (7) days following the execution of this release to
revoke the Release; and (e) this Release will not be effective until the eighth day after this
Release has been signed both by me and by the Company (“Effective Date”).




	 	 	 	 	 	 	 	 	 

	Agreed:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	MAD CATZ INTERACTIVE, INC.	 	[EMPLOYEE]	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Darren Richardson

Chief Executive Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Date: