Exhibit 10.5
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made as of September 20, 2006,
by and between Matinee Media Corporation, a Texas corporation (the "Company"),
and Robert W. Walker, an individual residing in Austin, Texas ("Employee").
WHEREAS, Employee is a founder of the Company and currently serves as a director
and the President and Chief Executive Officer of the Company, and the Company
desires to continue to have access to the services of Employee, and Employee
desires to continue to provide services to the Company, in accordance with the
terms and conditions of this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Employee agree as follows:
1.
EMPLOYMENT.
EFFECTIVE ON THE EFFECTIVE DATE (AS DEFINED IN
SECTION 2) AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE
COMPANY AGREES TO EMPLOY EMPLOYEE AS THE COMPANY'S PRESIDENT AND CHIEF EXECUTIVE
OFFICER, AND EMPLOYEE AGREES TO PERFORM THE DUTIES ASSOCIATED WITH THAT POSITION
DILIGENTLY AND TO THE REASONABLE SATISFACTION OF THE COMPANY.
FROM THE
EFFECTIVE DATE UNTIL TERMINATION OF THIS AGREEMENT, EMPLOYEE WILL DEVOTE
EMPLOYEE'S FULL BUSINESS TIME, ATTENTION AND ENERGIES TO THE BUSINESS OF THE
COMPANY.
NOTHING IN THIS AGREEMENT, HOWEVER, WILL PROHIBIT EMPLOYEE FROM
ENGAGING IN THE MANAGEMENT OF PERSONAL INVESTMENTS, TRADE ASSOCIATION OR
CHARITABLE ACTIVITIES, INCLUDING SERVING AS A BOARD MEMBER OR COMMITTEE MEMBER
TO TRADE ASSOCIATIONS OR CHARITIES; PROVIDED, THAT, NONE OF SUCH ACTIVITIES
INTERFERE WITH THE PERFORMANCE OF EMPLOYEE'S DUTIES AND RESPONSIBILITIES TO THE
COMPANY UNDER THIS AGREEMENT.
EMPLOYEE'S PRINCIPAL PLACE OF EMPLOYMENT WILL BE
AUSTIN, TEXAS; PROVIDED, HOWEVER, THAT EMPLOYEE WILL TRAVEL TO THE EXTENT
REASONABLY REQUESTED BY THE COMPANY'S BOARD OF DIRECTORS FOR EMPLOYEE TO PERFORM
HIS DUTIES AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY.
2.
TERM AND TERMINATION.
EMPLOYEE WILL BE EMPLOYED UNDER THIS
AGREEMENT FOR AN INITIAL TERM OF TWO YEARS (THE "INITIAL TERM"), BEGINNING ON
THE DATE OF THIS AGREEMENT (THE "EFFECTIVE DATE").
THIS AGREEMENT WILL RENEW
FOR SUCCESSIVE ONE YEAR PERIODS AFTER THE COMPLETION OF THE INITIAL TERM, UNLESS
EITHER PARTY GIVES PRIOR WRITTEN NOTICE TO THE CONTRARY TO THE OTHER PARTY NO
LESS THAN 30 DAYS PRIOR TO THE END OF THE INITIAL TERM OR RENEWAL PERIOD, AS THE
CASE MAY BE.
THIS AGREEMENT MAY BE SOONER TERMINATED BY EITHER PARTY IN
ACCORDANCE WITH SECTION 3 OF THIS AGREEMENT.
3.
TERMINATION BENEFITS.
IF PRIOR TO THE END OF THE INITIAL TERM OR
ANY RENEWAL PERIOD, AS THE CASE MAY BE, (I) THE COMPANY TERMINATES EMPLOYEE
OTHER THAN FOR CAUSE (AS DEFINED BELOW), OR (II) EMPLOYEE TERMINATES HIS
EMPLOYMENT FOR GOOD REASON (AS DEFINED BELOW), THEN THE COMPANY WILL BE
OBLIGATED TO PAY EMPLOYEE IN A LUMP SUM, WITHIN THIRTY (30) DAYS AFTER SUCH
EVENT, ANY ACCRUED AND UNPAID VACATION AND AN AMOUNT EQUAL TO EMPLOYEE'S BASE
SALARY AND MAXIMUM DISCRETIONARY INCENTIVE BONUS IN EFFECT ON THE DATE OF SUCH
TERMINATION FOR GREATER OF (Y) THE REMAINDER OF THE INITIAL TERM OR ANY