Offer Letter - Atari Inc. and Diane Price Baker
[ATARI LOGO]
January 24, 2005
Ms. Diane Price Baker
Dear Diane,
On behalf of Atari, Inc. (the "Company") I am very pleased to extend to you an
offer of employment (the "Agreement") with our organization. The purpose of this
letter is to confirm the terms and conditions of the Agreement.
1. Position: You will serve in a full-time capacity as Executive Vice
President & Chief Financial Officer of Atari, Inc. reporting to the
President & Chief Executive Officer, currently Jim Caparro.
2. Term and Date of Hire: The Term of your employment will be three (3) years
commencing on January 24, 2005. Beginning at least six (6) months prior to
the end of the Term the Company and you will affirmatively commence
discussions about the continuation of your employment with the Company.
Should an agreement not be reached by January 23, 2008, you may remain in
our employ not to exceed one (1) year under the current terms or until a
new agreement is reached.
3. Base Salary: Your starting annual base salary shall be $400,000.00, which
will be paid to you in equal installments on a basis no less frequently
than semi-monthly; it is our current practice to pay our employees on the
5th and the 20th of each month. Your salary shall be subject to annual
salary reviews and consideration for increases by the Company's Board of
Directors, in the same manner as other executives of the Company.
4. Bonus Potential: You are eligible to participate in the same manner as
other members of the Company's senior management in the FY '06 Annual
Incentive Plan (AIP) with a target of 50% of your annual base salary. The
AIP is currently based upon achievements of both the Company and your
attainment of individual objectives over the course of the relevant fiscal
year.
5. Benefits: As a full-time employee, you are eligible to participate in the
Company's benefit plans, including life, medical, dental, vision and
disability insurance, a 401(k) plan which includes a Company match,
medical and dependent care reimbursement accounts, Company paid holidays
and paid time-off. All of our benefits are subject to Company policy, the
highlights of which are provided in the enclosed Benefit Overview
document. We will review our benefit information with you in detail and
answer any questions that you may have when you begin your employment.
6. Stock Options: At the close of business on the first day of your
employment, you will receive a grant of 250,000 Atari, Inc. stock options,
priced at Fair Market Value (FMV). Your stock option grant will vest
according to the Company stock option plan.
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7. Severance, Pre Change of Control: Should your employment be terminated for
reasons other than Cause (as defined in Attachment A) and prior to any
Change of Control (as defined in Attachment B), you will be eligible to
receive a severance benefit equal to a continuation of your annual base
salary for the period of one (1) year; additionally your medical, dental
and vision benefits will be maintained for this same one (1) year period,
subsidized by the Company in order that your premiums will be the same as
employee status, which shall be provided in the same manner as the Company
provides such benefits to its full-time employees; all unvested stock
options will terminate as of the date of termination and you will be able
to exercise vested stock options as defined in the Company's stock option
plan. This severance benefit shall be conditioned upon your signing of an
acknowledgement and release at the time of termination.
8. Severance, Post Change of Control: Should your employment be terminated
for reasons other than Cause (as defined in Attachment A) within 24 months
after a Change of Control (as defined in Attachment B), you will be
eligible to receive a severance benefit equal to a continuation of your
annual base salary for the period of one (1) year; additionally your
medical, dental and vision benefits will be maintained for this same one
(1) year period, subsidized by the Company in order that your premiums
will be the same as employee status, which shall be provided in the same
manner as the Company provides such benefits to its full-time employees;
all stock options will vest as of your date of termination and you will
have six (6) months to exercise your stock options. This severance benefit
shall be conditioned upon your signing of an acknowledgement and release
at the time of termination.
The terms defined in Section 8. Severance, Post Change of Control will
continue for the time that you are employed full-time by the Company
unless otherwise mutually agreed upon in writing signed by you and the
Company.
9. Employment: Your employment relationship with Atari is "at will" and you
have the right to terminate that employment relationship at any time.
Although we hope you will remain with the Company and be successful here,
the Company must, and does, retain the right to terminate the employment
relationship at any time, with or without Cause. This condition cannot be
modified except through a written agreement signed by you and the Senior
Vice President, Human Resources.
10. Condition of Employment: As a condition of your employment, you agree to
sign the enclosed standard Proprietary Information and Inventions
Agreement, as well as the Code of Ethics, Standards and Conduct. You agree
to hold in confidence any proprietary information received as an employee
of Atari, and to assign to Atari any ideas or suggestions related to game,
media or the electronic entertainment business that you make while
employed by the Company. We wish to impress upon you that we do not wish
you to bring any confidential or proprietary material of any former
employers or to violate any other obligations to your former employers.
11. Legal Right To Work: Federal law requires that you provide satisfactory
proof of eligibility for employment within the United States, by
completing the INS Form I-9. Please bring in original documentation with
you such as a driver's license or birth certificate on your first day of
employment.
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Diane, we at Atari are delighted to welcome you as a member of our team. We have
achieved our outstanding reputation largely through the efforts of our employees
and believe that you will play an important role in our continued success. In
return, we believe that you will be both challenged and rewarded by your job
opportunities during your employment with us.
We look forward to you joining Atari and await your response to this offer which
will remain in effect for seven days from the date on this letter. Please
signify your acceptance of our offer by signing and returning to me one of the
enclosed letters, a signed copy of the Proprietary Information and Inventions
Agreement and Code of Ethics, Standards and Conduct. All documents should be
returned to me in our Human Resources Department. My confidential fax number is
212-726-6533. In the meantime, should you have any questions, please do not
hesitate to contact me.
Sincerely,
/s/ Harry Z. Glantz
Harry Z. Glantz
Senior Vice President, Human Resources
OFFER OF EMPLOYMENT AGREED AND ACCEPTED:
I am pleased to accept the terms and conditions as stated above.
Name: /s/ Diane Price Baker Date: 1/24/05
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Attachments Enclosed
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ATTACHMENT A
"CAUSE" SHALL BE DEFINED AS:
1) Your willful and material breach of the Company's Code of Ethics,
Standards and Conduct and/or Proprietary Information and Inventions
Agreement documents;
2) Your willful failure or refusal to attempt in good faith to perform any of
your material duties, responsibilities, or obligations, provided that you
have received written notice from the Company setting forth the manner in
which you have failed or refused to attempt to perform your duties,
responsibilities or obligations, and you have been given an opportunity to
cure within ten (10) days;
3) Any willful act involving material fraud, theft, misappropriation of
funds, embezzlement or dishonesty with regard to the Company;
4) Conviction of a felony or plea of nolo contender involving a felony,
whether or not involving the Company;
5) Your gross neglect or willful misconduct in carrying out your duties,
responsibilities, or obligations which has a materially adverse effect on
the Company.
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ATTACHMENT B
"CHANGE IN CONTROL" SHALL MEAN ANY OF THE FOLLOWING OCCURRENCES:
1) Any "person" (as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934 ("Exchange Act")), other than Infogrames
Entertainment, SA ("IESA"), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 35% or more of the combined voting
power of the Company's then outstanding securities (other than as a result
of a (a) merger or consolidation involving the Company which would result
in voting securities of the Company outstanding immediately prior thereto
continuing to represent more than 65% of the combined voting power of the
voting securities of the Company or the surviving entity (or its parent)
outstanding immediately after such merger or consolidation or (b)
acquisition of securities of the Company directly from the Company);
2) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of the Company, and any new
director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described in
clause (1), (3) or (4) of this definition) whose election by the Board or
nomination for election by the Company's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any
reason to constitute at least a majority thereof;
3) The consummation of a merger or consolidation of the Company with any
other entity, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 65% of
the combined voting power of the voting securities of the Company or such
surviving entity (or its parent) outstanding immediately after such merger
or consolidation, or a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined, but not including IESA) acquires more
than 35% of the combined voting power of the Company's then outstanding
securities; or
4) The stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets.
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