uwink_sb2-ex1031.htm


    EXHIBIT
      10.31

     

     

    
      
        	 	
                16106
                  Hart Street

                Van Nuys, California  91406

                818.909.6030 tel 818.909.6070 fax

                www.uwink.com

              


      

    

     

                                      

    November
      15, 2007

    


    Peter
      Wilkniss

    16106
      Hart Street

    Van
      Nuys,
      CA 91406

    


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

    


    Dear
      Peter:

    


    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 the Chief Financial Officer 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 or
      omission of the Executive which constitutes a material breach of, or material
      failure or refusal to perform his duties under, this Agreement, (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. 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.

     

    
      
         

      

      
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    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]

     

    
      
         

      

      
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    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/
                Nolan Bushnell

              Nolan Bushnell

              Chief Executive Officer

               

               

              By: /s/ Peter Wilkniss

              Peter Wilkniss

              Executive

            


    

                                               

     

     

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