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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into on March
1, 1997, by and between Fitzgeralds Gaming Corporation, a Nevada corporation
(the "Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("Executive").
1. Term
The Company hereby agrees to employ Executive, and Executive hereby agrees
to serve the Company, on the terms and conditions of this Agreement for
the period commencing on March 1, 1997 and terminating on February 28,
1999 (such period, subject to earlier termination as provided herein,
being referred to as the "Period of Employment").
2. Duties and Services
During the Period of Employment, Executive agrees to serve the Company as
Senior Vice President of Operations and in such other offices and
positions and to perform such reasonable and appropriate duties as may be
requested of him by the President of Fitzgeralds Gaming Corporation
("Parent Company"), in accordance with the terms herein set forth. In
performance of his duties, Executive shall be subject to the direction of
the President. Excluding periods of vacation to which Executive is
entitled, Executive shall devote his full time, energy and skill to the
business and affairs of the Company and its subsidiaries and affiliates
and to the promotion of their interests. The principal place of business
of the Executive will be Reno, Nevada, or other such location as may be
mutually agreed upon by the President and the Executive. Executive
acknowledges and agrees that this Agreement is subject to the licensing
and regulatory control of the Nevada Gaming Commission and the State
Gaming Control Board (the "Nevada Gaming Authorities") and various other
state, county and city gaming regulatory enforcement agencies (with the
Nevada Gaming Authorities, collectively the "Gaming Authorities") which
may require that Executive be investigated for personal suitability and
licensing. Executive shall fully cooperate with the Gaming Authorities in
order that he may obtain all required licenses, permits, approvals or
findings of suitability required in connection with his employment
hereunder.
3. Compensation
(a) Salary and Bonuses. As compensation for his services hereunder, the
Company shall pay Executive, during the Period of Employment, an annual
base salary, which shall be payable in installments in accordance with the
Company's compensation schedule as in existence from time to time. The
Initial annual base salary shall be $145,000.
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On March 1, 1998, the annual base salary payable to Executive shall be
reviewed and an increase will be awarded if warranted based on
performance. Executive shall be entitled to participate in the Company's
bonus plan as approved by the Company's Board of Directors.
(b) Fringe Benefits. During the Period of Employment, Executive shall be
entitled to participate in a benefit plan, subject to the same
definitions, qualifications and conditions as may exist from time to
time, under the terms of the Employer's group benefit plan offered at
any time to all other Executives of Employer. nothing contained herein
shall preclude Executive from participating in the present or future
employee benefit plans of the Company, including without limitation any
pension plan, long term disability plan, profit sharing plan, savings
plan, deferred compensation plan, stock option plan and
health-and-accident plan or arrangement, if he meets the eligibility
requirements therefor.
(c) Expenses. All travel and other expenses incidental to the rendering
of services by Executive hereunder shall be paid by the Company. If any
such expenses are paid in the first instance by Executive, the Company
shall reimburse him therefor on presentation of the appropriate
documentation required by the Internal Revenue Code and Regulations or
otherwise required under the Company policy in connection with such
expenses. In the event that such travel incurred in the rendering of
services by the Executive should result in the Executive incurring a
state income tax liability, the Company agrees to reimburse the
Executive for such state income tax liability, including penalties and
interest and for the cost of preparing such state income tax returns.
The Company's responsibility for the aforementioned state tax liability
will not be extinguished with the termination of the Employee Agreement.
(d) Vacation. Executive shall be entitled to paid vacation, to be take
at times or times mutually satisfactory to Executive and the President.
Unused vacation shall be paid to the Executive upon the termination of
the contract.
4. Termination.
(a) Notwithstanding the provisions of Section 1, hereof, Executive may
be discharged by the Company for Cause (as defined in Section 4(c)
hereof), in which event the Period of Employment hereunder shall cease
and terminate and the Company shall have no further obligation or duties
under this Agreement, except for obligations accrued under Section 3 at
the date of termination. In addition, the Period of Employment hereunder
shall cease and terminate upon the earliest to occur of the following
events: (i) the death of Executive or (ii) at the election of the Board
of Directors, (subject to the Americans With Disabilities Act), the
inability of Executive by reason of physical or mental disability to
continue the proper performance of his duties hereunder for a period of
180 consecutive days. Upon termination of the Period of Employment
pursuant to the preceding sentence, the
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Company shall continue to pay to Executive or his estate, as the case may
be, the entire compensation otherwise payable to him under Section 3(a)
hereof for the lesser of 90 days or the remaining Period of Employment.
(b) In the event that Executive is discharged by the Company other than
for Cause or other than pursuant to Section 4(a) hereof by reason or
physical or mental disability, Executive shall have no further obligations
or duties under this Agreement; provided, however, that Executive shall
continue to be bound by the provisions of Section 5 and 6 hereof if the
Company continues to make all payments to Executive pursuant to Section 3
hereof based on a termination date of the date on which the Period of
Employment would have expired, but for such termination pursuant to this
Section 4(b).
(c) For purposes of this Agreement, cause ("Cause") shall be deemed to
exist only upon (i) conviction of a felony; (ii) embezzlement or
misappropriation of funds or property of the Company or any of its
subsidiaries or affiliates; (iii) failure to obtain and maintain during the
Period of Employment all licenses, permits, approvals or findings of
suitability with the Gaming Authorities required in connection with his
employment hereunder; (iv) commission of any criminal or other improper act
which could result in the suspension or revocation of any such license,
permit, approval or finding of suitability; or (v) Executive's consistent
refusal to substantially perform, or willful misconduct in the substantial
performance of, his duties and obligations hereunder.
If during the pendency of any application for licensing or during the
pendency of any formal investigation or disciplinary proceeding into the
personal qualifications or suitability of the Executive, the Company
determines that the Executive's personal suitability may be denied or
determined to be unsuitable or may delay the Company's licensing, the
Company may, in its sole discretion, to the extent permitted by the
applicable Gaming Authorities, employ the Executive for other duties and
services at a rate of compensation to be agreed upon until such matters are
resolved. For purposes of this Section 4(c), "duties and responsibilities"
of the Executive shall mean those duties and responsibilities which are
consistent with Executive's current position with the Company and shall not
include any additional duties or responsibilities assigned to Executive
after the date hereof which, in the reasonable judgment of Executive, are
inconsistent in any respect with Executive's current position or
substantially increase his duties and responsibilities from those currently
contemplated hereby.
5. Non-Competition Clause
If the Company is fulfilling its obligation under Section 4(b), the
Executive shall not perform any kind of services, whether related directly
or indirectly to another Gaming Licensee or Gaming Company.
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If Executive terminates his contract prior to the expiration of the
period of employment or if the company is continuing payments pursuant
to Section 3, the Employee may not be employed or provide services for
any Casino Licensee in either Reno, Sparks, Downtown Las Vegas or
Tunica, Mississippi.
6. Confidentiality
The Company and Executive acknowledge that the services to be performed
by Executive under this Agreement are unique and extraordinary and, as
a result of such employment, executive will be in possession of
confidential information, proprietary information and trade secrets
(collectively, "Confidential Material") relating to the business
practices of the company and its Affiliates Executive agrees that he
will not, directly or indirectly, (i) disclose to any other person or
entity either during or after his employment by the Company or (ii)
use, except during his employment by the Company in the business and
for the benefit of the Company or any of its Affiliates, any
Confidential Material acquired by Executive during his employment by
the Company, without the prior written consent of the Company. Upon
termination of is employment with the Company for any reason, Executive
agrees to return to the Company all tangible manifestations of
Confidential Materials and all copies thereof. All programs, ideas,
strategies, approaches, practices or inventions created, developed,
obtained or conceived of by Executive prior to or during the term
thereof, and all business opportunities presented to Executive during
the term hereof by reason of his engagement by the Company, shall be
owned by and belong exclusively to the Company, provided that they are
related in any manner to its business or that of any of its Affiliates.
Executive shall (i) promptly disclose all such programs, ideas,
strategies, approaches, practices, inventions or business opportunities
to the Company and (ii) execute and deliver to the Company, without
additional compensation, such instruments as the Company may require
from time to time to evidence its ownership of any such items.
Executive agrees that the remedy at law for any breach by him of this
Section 6 will be inadequate and that the Company shall be entitled to
injunctive relief.
7. Miscellaneous
(a) Notices. Any notice or other communication required or
permitted to be given hereunder shall be made in writing and shall be
delivered in person or mailed by prepaid registered or certified mail,
return receipt requested, addressed to the parties as follows:
If to the Company:
Fitzgeralds Gaming Corporation
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▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President and General Counsel
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If to Executive:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Fitzgeralds Gaming Corporation
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or to such other address as the party shall have furnished in writing in
accordance with this Section. Such notices or communications shall be effective
upon delivery if delivered in person and either upon actual receipt or three
(3) days after mailing, whichever is earlier, if delivered by mail.
(b) Parties In Interest This Agreement shall be binding upon and inure to the
benefit of Executive, and it shall be binding upon and inure to the benefit of
the Company and any corporation succeeding to all or substantially all of the
business and assets of the Company by merger, consolidation, purchase of assets
or otherwise.
(c) Entire Agreement. This Agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect to the
employment of Executive by the Company and contains all of the covenants and
agreements between the parties with respect to such employment in any manner
whatsoever. Any modification of this Agreement will be effective only if it is
in writing signed by the party to be charged.
(d) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without giving effect to the
choice of law or conflicts of laws rules and laws of such jurisdiction.
(e) Severability. In the event that any term or condition contained in this
Agreement shall for any reason be held by a court of competent jurisdiction to
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other term or condition of
this Agreement, but this Agreement shall be construed as if such invalid or
illegal or unenforceable term or condition had never been contained herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
dates across from their respective signatures, effective as of the date first
written above.
4/17/97 FITZGERALDS GAMING CORPORATION
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Date By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
4/16/97 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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