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EXHIBIT
10.2
SECOND AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
THIS
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and
entered into effective as of the 14th day
of March, 2010, by and between MULTIMEDIA GAMES, INC., a Delaware
corporation (the “Company”), and PATRICK RAMSEY
(the “Executive”).
WHEREAS, the Company and the
Executive entered into that certain Executive Employment Agreement dated
September 14, 2008, and as amended December 31, 2008 (as amended, modified
and supplemented from time to time, the “Employment Agreement”);
and
WHEREAS, the parties desire to
amend the Employment Agreement pursuant to the terms conditions and conditions
contained herein;
NOW, THEREFORE, in
consideration of the premises, the mutual covenants herein contained and for
other good and valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
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1.
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Terms. Capitalized
terms used herein and not otherwise defined herein (including, without
limitation, in the language amendatory to the Employment Agreement) shall
have the respective meanings given such terms in the Employment
Agreement.
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2.
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Section
1.2 entitled “Duties” shall be deleted
in its entirety and replaced with the following
paragraph:
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1.2 Duties.
Executive shall serve as Interim
President and Chief Executive Officer and shall report directly to the Company’s
Board of Directors. Executive shall have the authority, and perform the
duties customarily associated with the titles and offices together with such
additional duties as may from time to time be assigned by the Board of
Directors. During the term of Executive’s employment hereunder,
Executive shall devote his full working time and efforts to the performance of
his duties and the furtherance of the interests of the Company and shall not be
otherwise employed or engaged.
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3.
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Section
1.4.1 entitled “Base Salary” shall be
deleted in its entirety and replaced with the following
paragraph:
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1.4.1 Base
Salary. In consideration of the services rendered to the
Company hereunder by Executive and Executive’s covenants hereunder and in the
Company’s Agreement Regarding Proprietary Developments, Confidential Information
and Non-Solicitation attached hereto as Exhibit A (the “Proprietary
Agreement”), during the Employment Term, the Company shall pay Executive
a salary at the annual rate of $375,000.00 (the “Base
Salary”), less statutory and other authorized deductions and
withholdings, payable in accordance with the Company’s regular payroll
practices. The Board of Directors, or the Compensation Committee
thereof, will review the Base Salary annually.
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4.
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Section
1.4.2 entitled “Bonuses” shall be
deleted in its entirety and replaced with the following
paragraph:
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1.4.2 Bonuses.
Executive shall be entitled to receive annual bonus equal to 100% of Executive’s
then current Base Salary (the “Target
Bonus”) as prorated for the fiscal year based upon achievement of bonus
plan performance targets then in effect as approved by the Board of Directors,
or the Compensation Committee thereof, which bonus may be as much as 200% of
Executive’s then current Base Salary as prorated for the fiscal year for
overachievement against said targets. Any bonus payment shall be less
statutory and other authorized deductions and withholdings and payable at the
times when other management bonuses are paid; provided, however, that such
Target Bonus shall be paid before the latter of: (i) the 15th day
of the third calendar month following the calendar year that the bonus is
earned; or (ii) the 15th day
of the third calendar month following the end of the fiscal year of the Company
that the bonus is earned.
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5.
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Board of
Directors. “Board of Directors” shall be substituted for
“Chief Executive Officer” in Section 1.6 of the Employment Agreement where
a determination by the Chief Executive Officer was formerly
required. The Board of Directors shall now make such
determinations regarding Executive’s termination. For avoidance
of doubt, the Board of Directors, and not the Chief Executive Officer,
shall have the authority to determine the applicable standards under
Section 1.6 “Termination.”
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6.
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Ratification. The
Employment Agreement, as herein amended, remains in full force and effect
in accordance with its terms, and the Company and the Executive hereby
ratify and confirm the same. The Company and the Executive
agree that no event of default or default has occurred and is continuing
under the Employment Agreement, as herein
amended.
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7.
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Governing
Law. This Amendment shall be governed by and interpreted
in accordance with the laws of the State of
Texas.
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[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
This Second Amendment to Executive
Employment Agreement is executed on the 14th day of March, 2010.
“COMPANY”
MULTIMEDIA
GAMES, INC.
By /s/ Neil E.
Jenkins
NEIL E.
JENKINS
Chairman,
Compensation Committee
“EXECUTIVE”
/s/ Patrick J.
Ramsey
PATRICK
J. RAMSEY