uwink_sb2-ex1030.htm


    EXHIBIT
      10.30

    
 

    
      		
              16106
                Hart Street

              Van Nuys, California  91406

              818.909.6030 tel 818.909.6070 fax

              www.uwink.com

            


    

     

                                            

    November
      15, 2007

    


    Nolan
      Bushnell

    16106
      Hart Street

    Van
      Nuys,
      CA 91406

    


    Re:  Employment
      Terms, as
      amended and restated as of November 15, 2007

    


    Dear
      Nolan:

    


    The
      purpose of this letter is to set forth the amended and restated terms of
      employment between uWink, Inc., a Delaware corporation (the “Company”), and you
      (“Executive”).

     

    1.  Duties.
      During the term
      of this Agreement, Executive shall serve as Chief Executive Officer and Chairman
      of the Board of Directors of the Company.

     

    2.  Term.  Executive
      shall
      be employed subject to the election of both parties.

     

    3.  Compensation.  Executive’s
      initial base salary shall be $225,000 per annum, as may be adjusted by the
      Board
      of Directors from time to time.  Executive will participate in a Bonus
      Program to be created by Board of Directors.

     

    4.  Benefits.  Executive
      will receive all benefits, including health insurance, as granted to other
      senior executives of the Company.

     

    5.  Termination.  It
      is
      agreed that Executive is employed at will and either party may terminate this
      Agreement with or without cause at any time upon thirty (30) days prior written
      notice. Upon termination (except by the Company for Cause (as defined below)
      or
      by Executive without Good Reason (as defined below)) Executive shall receive
      a
      one-year severance payment equal to 12 months base salary, a pro rata portion
      of
      annual bonus, immediate vesting of all stock options and restricted stock,
      and
      payment of any COBRA amount due for the provision of any and all health benefits
      provided to the Executive and Executive’s family immediately prior to his
      termination for a period of up to 18 months.

    


    For
      purposes of this Letter Agreement, the term “Cause” shall mean (i) an action of
      the Executive which constitutes a willful and material breach of, or willful
      and
      material failure or refusal (other than by reason of his disability or
      incapacity) to perform his duties under this Agreement that is not cured within
      forty-five (45) days after receipt by the Executive of written notice, (ii)
      fraud, embezzlement or misappropriation of funds
      during the Executive’s employment with the Company, or (iii) a conviction of any
      crime during Executive's employment with the Company which involves dishonesty
      or a breach of trust or involves the Company or its executives.

     

    
      
         

      

      
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    Any
      termination for Cause shall be made by written notice to the Executive, which
      shall set forth in  reasonable detail all acts or omissions upon which
      the Company is relying for the termination. The Executive shall have the right
      to address the Company’s board of directors regarding the acts or omissions set
      forth in the notice of termination.

    


    For
      purposes of this Letter Agreement, the term “Good Reason”
means:  (i) a reduction by the Company in Executive’s base salary
      to a rate less than the initial base salary rate set forth in this Letter
      Agreement; (ii) a change in the eligibility requirements or performance
      criteria under any employee benefit plan or incentive compensation arrangement
      under which Executive is covered on the effective date of this Agreement, and
      which materially adversely affects Executive; (iii) Company requiring
      Executive to be based anywhere other than the Company’s headquarters or the
      relocation of Company’s headquarters more than 20 miles from its location on the
      effective date of this Agreement, except for required travel on the Company’s
      business to the extent substantially consistent with the business travel
      obligations which Executive undertook on behalf of the Company on the effective
      date of this Agreement; (iv) the assignment to Executive of any duties or
      responsibilities which are materially inconsistent with Executive’s status or
      position as a member of the Company’s executive management group; or (v)
      Executive’s good faith and reasonable determination, after consultation with
      nationally-recognized counsel, that Executive is being unduly pressured or
      required by the board of directors or a senior executive of the Company to
      directly or indirectly engage in criminal activity.

     

    Upon
      any
      termination by the Company for Cause or the Executive without Good Reason,
      the
      Company shall pay to the Executive any due and unpaid compensation (including
      any bonus compensation earned but unpaid) and earned but unused vacation time
      through the date of termination.

     

    6.  Indemnity. 
The
      Company shall indemnify and hold the Executive harmless from any cost, expense
      or liability arising out of or relating to any acts or decisions made by the
      Executive on behalf of or in the course of performing services for the Company
      to the same extent the Company indemnifies and holds harmless other executive
      officers and directors of the Company and
      in
      accordance with the Company’s certificate of incorporation, bylaws and
      established policies.

     

    7.  Governing
      Law.  This Agreement shall be governed by the laws of the State of
      California.

    


    [Signature
      page follows]

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    If
      you
      agree with the foregoing, please execute in the space provided below. We look
      forward to a long and rewarding relationship.

     

    
      	 	UWINK,
              INC.
	 	 
	 	
              By:  /s/
                Peter F. Wilkniss

              Peter F. Wilkniss

              Chief Financial Officer

            
	 	 
	 	 
	 	EXECUTIVE
	 	 
	 	By: /s/
              Nolan Bushnell
	 	
              Nolan
                Bushnell

              Executive

            


    

     

     

     

     

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