0616302.08
SEPARATION AGREEMENT
This Separation Agreement (the "Agreement"), dated as of
July 1, 1999 is entered into by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(the "Executive"), and PLAYERS INTERNATIONAL, INC., on behalf of
itself and all of its parents, subsidiaries, divisions,
affiliates, successors and assigns (hereinafter collectively
referred to as the "Company").
W I T N E S S E T H:
WHEREAS:
(1) The Executive and the Company entered into an amended
employment agreement dated as of October 1, 1996 (which
agreement, as amended and modified, is referred to herein as the
"Employment Agreement");
(2) The Company and Jackpot Enterprises, Inc. and JEI
Merger Corp. (the "Jackpot Entities") have previously entered
into a merger agreement on February 8, 1999 (the "Merger
Agreement") which calls for the resignation of the Executive upon
the consummation of the merger and the payment to him of all
payments required to be made upon a change in control.
(3) The Executive and the Company believe a termination of
the Executive's employment with the Company by mutual consent and
his resignation as a director by mutual consent to be beneficial
for both the Executive and the Company;
(4) With the consent of the Jackpot Entities, the Executive
and the Company desire to settle fully and finally any and all
differences between them, including, but in no way limited to,
any differences that might arise, or might have arisen, under the
Employment Agreement or out of the Executive's employment with
the Company and his resignation from employment with the Company.
(5) The Board of Directors of the Company (the "Board") has
reviewed and approved the terms of this Agreement at a meeting
duly held and called for such purpose.
NOW, THEREFORE, in consideration of the promises, releases,
covenants and agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, it is hereby agreed as
follows:
1. Termination Date. The Executive and the Company
mutually agree that this Agreement shall become effective (the
"Effective Date") at 5:00 p.m. E.D.T. on the last day of the
Revocation Period, as hereinafter defined, and that the Executive
shall resign from his employment with the Company effective as of
the close of business on the second business day following the
expiration of the Revocation Period (the "Termination Date").
The Executive further agrees to resign, as of the Termination
Date, from any and all directorships, committee memberships,
offices and any other positions with the Company. The Executive
further agrees that subsequent to the Termination Date he shall
not represent or hold himself out as an officer, director,
employee or member of any committee of the Company.
2. Settlement Payments.
(a) Upon the first business day prior to the
Termination Date, the Executive shall receive a lump-sum payment
equal to $495,000, representing that part of the Initial Payment
referenced in Exhibit A hereto which is made in respect of bonus
earned but not yet paid for the Company's fiscal year ended
March 31, 1999 under paragraph 9(c)(iii) of his Employment
Agreement and bonus payable in satisfaction of Paragraph 9(c)(ii)
of his Employment Agreement;
(b) Upon the Termination Date, the Executive shall
receive
(i) a lump sum payment equal to $450,000,
representing the balance of the Initial Payments
referenced in Exhibit A pursuant to paragraph 9(c)(i)
of his Employment Agreement.
(ii) the immediate vesting of all stock options
held by the Executive pursuant to paragraph 9(c)(v) of
his Employment Agreement notwithstanding the terms of
any such grant to the contrary, with the ability to
exercise any such options for 12 months following the
Termination Date, or for such shorter period as is
expressly permitted by the Merger Agreement, or for
such longer period as will permit the Executive to
exercise his options in connection with any transaction
resulting from a Follow-On Agreement, as hereinafter
defined, but in no event after the earlier of (A) the
expiration of the originally applicable five or ten-
year option term, as the same may have been previously
extended, or (B) September 30, 2000; and
(iii) continuation coverage rights from the
Company under the Federal Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, which shall
commence on the Termination Date pursuant to paragraph
9(c)(vi) of his Employment Agreement.
Notwithstanding the foregoing paragraph 2(b)(ii),
Executive agrees that upon a Merger, as hereinafter defined, the
Company may, if required in the Follow-On Agreement, as
hereinafter defined, require that Executive surrender for
cancellation all of Executive's outstanding options in exchange
for a cash payment equal to the amount (if any) by which the
Change in Control price of the stock underlying Executive's
options exceeds the applicable option price, and, in that event,
all such options will be canceled (without regard to whether the
fair market value of the stock exceeds the option price at such
time).
(c) In the event of, and immediately upon the closing
of, a Merger, as hereinafter defined, the Executive or, in the
event of his death, the beneficiary or beneficiaries whom the
Executive has identified to the Company for this purpose, or, in
the event notice from the Executive to the Company identifying
his beneficiaries has not been received prior to the Executive's
date of death, the Executive's estate shall receive an additional
lump-sum payment, pursuant to paragraph 9(d) of his Employment
Agreement, equal to $2,285,000 representing the contingent
payments referenced in Exhibit A.
For purposes of this paragraph 2(b), a Merger shall
mean the consummation of a transaction constituting a "Change of
Control", as defined under paragraph 1(g) of the Employment
Agreement (a "Change in Control"), with Jackpot Enterprises,
Inc., or any subsidiary thereof, occurring at any time after the
Effective Date, or with any other entity identified on Exhibit B
hereto, provided a definitive agreement to complete such
transaction shall have been entered into by the Company with such
other entity within six months following the termination of the
Merger Agreement but in no event later than September 30, 2000 (a
"Follow-On Agreement").
(d) The Company shall be entitled to withhold from the
benefits and payments described herein (and in Exhibit A) all
income and employment taxes required to be withheld by applicable
law.
3. Vacation. The Executive acknowledges and agrees that,
upon receipt of the amount as set forth in paragraph 2(a) hereof,
the Company shall have fully satisfied its obligations to the
Executive with respect to vacation days through the Termination
Date and that the Executive shall not be entitled to accrue any
days off in the nature of vacation days, personal days or
holidays subsequent to the Termination Date.
4. Benefit Plans; Business Expenses. Any amounts to which
the Executive is entitled under the Company's 401(k) Plan shall
be payable in accordance with, and subject to the terms and
conditions of, such plan. The Executive shall be entitled to
receive reimbursement from the Company, upon submission of
appropriate documentation, for all reasonable, out-of-pocket
ordinary and necessary business expenses incurred by him in
performing services for the Company prior to the Termination
Date.
5. Release by the Executive. As a material inducement to
the Company to enter into this Agreement, and in consideration of
its agreements and obligations under this Agreement and for other
good and valuable consideration, the receipt of which is hereby
acknowledged by the Executive, the Executive hereby irrevocably,
unconditionally and generally releases the Company and its
respective parents, affiliates, shareholders, officers,
directors, employees, lenders and attorneys, and the heirs,
executors, administrators, receivers, successors and assigns of
all of the foregoing (collectively, the "Company Releasees"),
from, and hereby waives and/or settles, any and all, actions,
causes of action, suits, debts, sums of money, agreements,
promises, damages, or any liability, claims or demands, known or
unknown and of any nature whatsoever and which the Executive ever
had, now has or hereafter can, shall or may have, for, upon, or
by reason of any matter, cause or thing whatsoever from the
beginning of the world to the date of this release (collectively,
the "Executive Claims") arising directly or indirectly pursuant
to or out of his employment with or service as a director of the
Company, the performance of services for the Company or any
Releasee or the termination of such employment or services and,
specifically, without limitation, any rights and/or the Executive
Claims (a) arising under or pursuant to any contract, express or
implied, written or oral, including, without limitation, the
Employment Agreement; (b) for wrongful dismissal or termination
of employment; (c) arising under any federal, state, local or
other statutes, orders, laws, ordinances, regulations or the like
that relate to the employment relationship and/or that
specifically prohibit discrimination based upon age, race,
religion, sex, national origin, disability, sexual orientation or
any other unlawful bases, including, without limitation, the Age
Discrimination in Employment Act of 1967, as amended, the Civil
Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and
1871, as amended, the New Jersey labor and employment laws, and
any related New Jersey laws, and applicable rules and regulations
promulgated pursuant to or concerning any of the foregoing
statutes; and (d) for damages, including, without limitation,
punitive or compensatory damages or for attorneys' fees,
expenses, costs, wages, injunctive or equitable relief. This
paragraph shall not apply to any rights or claims that the
Executive may have for a breach of this Agreement, including,
without limitation, paragraph 14(b) hereof.
6. Release by the Company. The Company hereby
irrevocably, unconditionally and generally releases the Executive
and his heirs, executors, administrators, attorneys and assigns
(collectively, the "Executive Releasees") from, and hereby waives
and/or settles, any and all actions, causes of action, suits,
debts, sums of money, agreements, promises, damages, or any
liability, claims or demands, known or unknown and of any nature
whatsoever and which the Company ever had, now has or hereafter
can, shall or may have, for, upon, or by reason of any matter,
cause or thing whatsoever from the beginning of the world to the
date of this release (collectively, "Company Claims") arising
directly or indirectly pursuant to or out of the Executive's
employment with or service as a director of the Company, his
performance of services for the Company or any Company Releasee
or the termination of such employment or services and, including,
without limitation, any rights and/or Company Claims (a) arising
under or pursuant to any contract, express or implied, written or
oral, including, without limitation, the Employment Agreement;
and (b) for damages, including punitive or compensatory damages
or for attorneys' fees, expenses, costs, injunctive or equitable
relief. This paragraph shall not apply to any rights or claims
that the Company may have for a breach of this Agreement,
including, without limitation, the Executive's undertaking
referred to in paragraph 14(b) hereof.
7. No Litigation. The Executive represents and warrants
that he has not filed, commenced or participated in any way in
any complaints, claims, actions or proceedings of any kind
against any Company Releasee with any federal, state or local
court or any administrative, regulatory or arbitration agency or
body and he agrees not to file, assert or commence any complaint,
claim, action or proceeding of any kind against any Releasee with
any federal, state or local court or any administrative,
regulatory or arbitration agency or body with respect to any
matter from the beginning of the world to the Termination Date.
The Company represents and warrants that it has not filed,
commenced or participated in any way in any complaints, claims,
actions or proceedings of any kind against the Executive Releasee
with any federal, state or local court or any administrative,
regulatory or arbitration agency or body and the Company agrees
not to file, assert or commence any complaint, claim, action or
proceeding of any kind against the Executive or any Executive
Releasee with any federal, state or local court or any
administrative, regulatory or arbitration agency or body with
respect to any matter from the beginning of the world to the
Termination Date. This paragraph shall not apply to any rights
or claims that the Executive or the Company may have for a breach
of this Agreement, including, without limitation, paragraph 14(b)
hereof and the undertaking referred to therein.
8. No Right to Reinstatement. The Executive hereby waives
any right to, and agrees not to, seek reinstatement of employment
with the Company.
9. Representation by Counsel/Revocation.
(a) By executing this Agreement, the Executive
acknowledges that: (i) he has been advised by the Company to
consult with an attorney before executing this Agreement and has
consulted and been represented by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., of
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP,
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ 90067-
3026 in connection therewith; (ii) he has been provided with at
least a twenty-one (21) day period to review and consider whether
to sign this Agreement and that by executing and delivering this
Agreement to the Company, he is waiving any remaining portion of
such twenty-one (21) day period; and (iii) he has been advised
that he has seven (7) days following execution of the Agreement,
to revoke this Agreement. Such seven day period is referred to
herein as the "Revocation Period".
(b) Subject to the last sentence of this subparagraph,
this Agreement will not be effective or enforceable against the
Executive until the Revocation Period has expired. Such
revocation shall only be effective if an originally executed
written notice thereof is delivered to the Company on or before
5:00 p.m. on the last day of the Revocation Period. If so
revoked, this Agreement shall be deemed to be void ab initio and
of no further force and effect. The parties have agreed that the
Agreement (i) will be delivered for execution by the Executive
only after it has been fully executed by the Company , (ii) will
not be subject to revocation by the Company at any time after
execution, and (iii) will be effective and fully enforceable
against the Company unless the Agreement is revoked by the
Executive prior to the expiration of the Revocation Period.
10. Representation. The Company hereby represents and
warrants to the Executive that (i) it has received all corporate
authorizations necessary for the execution of this Agreement on
the terms and conditions set forth herein, (ii) there are no
regulatory approvals that are necessary for the execution and
performance of this Agreement by the Company (other than those
conditions which are required to be satisfied under
Sections 6.1(c) and 7.1(c) of the Merger Agreement, insofar as
they affect the Company's obligation to make the payments due
under paragraph 2(c) hereof), and (iii) its entering this
Agreement and the performance of its obligations under this
Agreement will not violate any agreement between the Company and
any other person, firm or organization or any law or governmental
regulation.
11. No Admissions. This Agreement shall not in any way be
construed as an admission by the Company that the Company acted
wrongfully with respect to the Executive or that the Executive
has any rights whatsoever against the Company, and the Company
specifically disclaims any liability for any wrongful acts
against the Executive on the part of itself, its affiliates,
employees, or agents. This Agreement shall not in any way be
construed as an admission by the Executive that he acted
wrongfully with respect to the Company or that the Company has
any rights whatsoever against the Executive, and the Executive
specifically disclaims any liability for any wrongful acts
against the Company.
12. Non-Derogation; Public Comment. The Executive agrees
that, except as required by applicable law, or compelled by
process of law, neither he, nor anyone acting on his behalf,
shall hereafter (a) make any derogatory, disparaging or critical
statement about any Releasee or any of the Company's current
officers, directors, employees, shareholders or lenders or any
persons who were officers, directors, employees, shareholders or
lenders of the Company since May 19, 1993, or engaged in business
on behalf of the Company during the period from May 19, 1993,
through the Termination Date; or (b) without the Company's prior
written consent, communicate, directly or indirectly, with the
press or other media, concerning the past or present employees or
business of the Company or of any Releasee. The Company agrees
that, except as required by applicable law, or compelled by
process of law, neither it, nor anyone acting on its behalf,
shall hereafter (a) make any derogatory, disparaging or critical
statement about the Executive; or (b) without the Executive's
prior written consent, communicate, directly or indirectly, with
the press or other media, concerning the Executive.
13. Covenant Not to Compete; Covenants to Protect
Confidential Information. Paragraphs 10 and 11 of the Employment
Agreement shall survive the execution of this Agreement in its
entirety. Unless payments are made to the Executive under
paragraph 2(c) hereof, the non-competition period shall expire
one year from the Termination Date. If payments are made to the
Executive under paragraph 2(c) hereof, the non-competition period
shall expire on the third anniversary of the Termination Date.
14. Indemnification.
(a) The Company shall extend to the Executive the
benefits of Section 5.9 of the Merger Agreement, provided that
the merger with the Jackpot Entities occurs. If the merger with
the Jackpot Entities does not occur, and a Follow-On Agreement is
hereafter entered into, and a transaction constituting a Change
in Control thereafter occurs, the Company shall extend to the
Executive the benefits of any provision that is included in any
such agreement that is similar to Section 5.9 of the Merger
Agreement.
(b) The Company agrees that it will continue to
advance promptly to the Executive, following his termination of
employment from the Company (or to pay directly), all amounts
reasonably incurred by the Executive for attorney's fees and
expenses in defending, or appearing as a witness in, any and all
civil, criminal, administrative, or investigative actions, suits,
or proceedings, including grand jury and/or regulatory
proceedings, without regard to the jurisdiction(s) in which such
proceedings may occur ("Proceedings"), until the final
disposition of such Proceedings, in each case subject to the
Executive's prior written undertaking (the "Undertaking") to
repay to the Company amounts so advanced in accordance with the
terms thereof.
(c) The Executive agrees to cooperate fully, at
reasonable times and subject to reimbursement from the Company of
all related expenses, with the Company and any governmental
authority regarding the Proceedings until the final disposition
of the Proceedings.
(d) The Company represents that (i) it has
independently investigated the Company's activities from May 1993
to date in connection with the Louisiana riverboat casino
complexes, (ii) as part of such investigation, the Executive has
been debriefed regarding his activities in connection therewith,
and (iii) it has reported the information learned from such
investigation to the Board. The Executive represents that he has
fully and accurately disclosed such activities to the Company.
The Company agrees to use its best efforts to oppose any finding
by a regulatory agency or authority that would adversely affect
the Executive's ability to become licensed by the applicable
gaming authorities in any jurisdiction, unless such finding was
reached after a formal hearing at which the Company acted in a
manner consistent with the foregoing obligations and the
Executive was given an opportunity to participate in full.
(e) Paragraph 12(b) and (d) of the Employment
Agreement, are retained without change; Paragraphs 12(a) and (c)
of the Employment Agreement are revised to read as follows
(changed language in bold); the following new paragraphs (e) and
(f) are added to Paragraphs 12 of the Employment Agreement at the
end, and all such provisions, as so continued, modified or added,
shall survive the execution of this Agreement in their entirety:
(a) The Company shall indemnify the Executive to the
fullest extent permitted by Nevada law in effect as of the date
hereof against all costs, expenses, liabilities and losses
(including, without limitation, attorneys' fees, judgments,
fines, penalties, ERISA excise taxes, and amounts paid in
settlement) reasonably incurred by the Executive in connection
with a Proceeding. For the purposes of this Paragraph 12, "Term
of Employment" shall mean the period commencing May 19, 1993, and
ending on the Termination Date specified in paragraph 1 of the
Agreement of which this amendment is a part, and a "Proceeding"
shall mean any action, suit or proceeding, whether civil,
criminal, administrative, regulatory, or investigative, in which
the Executive is made, or is threatened to be made, a party to,
or a witness in, such action, suit, or proceeding by reason of
the fact that he is or was an officer, director, or employee of
the Company, or is or was serving as an officer, director,
member, employee, trustee, or agent of any other entity at the
request of the Company.
(c) The Executive shall not be entitled to
indemnification under this Paragraph 12 unless he meets the
standard of conduct specified in the Nevada General Corporation
Law. Notwithstanding the foregoing, to the extent permitted by
law, neither Section 78.751 of the Nevada General Corporation
Law, nor any similar provision shall apply to indemnification
under this Paragraph 12, so that if the Executive in fact meets
the applicable standard of conduct, he shall be entitled to such
indemnification whether or not the Company (whether by the board
of directors, the shareholders, independent legal counsel or
other party) determines that indemnification is proper because he
has met such applicable standard of conduct. Neither the failure
of the Company to have made such a determination prior to the
commencement by the Executive of any suit or arbitration
proceeding seeking indemnification, nor a determination by the
Company that he has not met such applicable standard of conduct,
shall create a presumption that he has not met the applicable
standard of conduct.
(e) The Company shall give at least three days prior
notice to the Executive, and an opportunity to comment thereon
and/or react thereto, before proposing or consummating any
settlement for resolution of any Proceedings that adversely
affect the Executive or his reputation.
(f) The foregoing provisions of this Paragraph 12
shall be in addition to and shall in no way limit any rights
which the Executive may have under: (i) Nevada Revised Statutes,
Title 7, Chapter 78, 751; (ii) Article IX of the Company's By-
laws, as in effect on the date hereof; (iii) the Undertaking;
(iv) the Merger Agreement; (v) this Agreement; and
(vi) directors' and officers' and all other liability insurance
policies maintained by the Company."
15. Settlement of Disputes. Paragraph 20 of the Employment
Agreement shall survive the execution of this Agreement in its
entirety, such that this Agreement shall be treated as the
"Agreement" for purposes of such Paragraph. The Company agrees
that it will promptly pay all legal fees and expenses incurred by
the Executive in connection with the negotiation and
implementation of this Agreement.
16. Executive's Continued Availability and Cooperation;
Cooperation and Consultation With The Executive By The Company;
Access to Records.
(a) The Executive shall continue to make himself
reasonably available to the Company for a period of six months
from the Termination Date to advise on transition matters as to
which the Executive has knowledge; provided however that the
Executive may provide such services at reasonable times so as not
to interfere with his obligations resulting from employment or
self-employment activities following his termination of
employment from the Company. In consideration of the performance
by the Company of its obligations under this Agreement, the
Executive agrees to provide such services without additional
compensation from the Company; provided, however, that the
Company shall reimburse the Executive for his reasonable out-of-
pocket expenses incurred in the performance of services rendered
hereunder.
(b) Without limitation on the rights set forth in
Paragraph 12(e) of the Employment Agreement, as herein amended,
the Company represents and warrants that it will not communicate
with regulatory, civil and/or criminal agencies or authorities in
any jurisdiction concerning the Executive, whether orally or in
writing, without: (i) promptly, and in no event later than three
business days thereafter, giving the Executive notice of the
occurrence of such communications, together with copies of any
such written materials furnished to such agencies and
authorities, and discussing and reviewing with the Executive the
nature and content of those communications; and (ii) subject to
any necessary consents of the agency or authority involved,
permitting the Executive and/or, at his election, his legal
counsel, to take part in those communications.
(c) The Company shall continue to provide the
Executive with reasonable access to the Company's records, at
reasonable times and subject to reasonable conditions, where
relevant to any proceeding in which the Executive is a
participant, to the extent such proceeding involves the
Executive's employment with the Company.
17. Survival. The covenants, representations and
acknowledgments contained herein shall survive the execution and
delivery of this Agreement and the completion of the payments set
forth in paragraph 2 hereof. The last paragraph of
Paragraph 9(d) of the Employment Agreement shall survive the
execution of this Agreement and the parties agree that Ernst &
Young, LLP is the Accounting Firm referenced therein. Payments
made under this Agreement shall be treated as "Agreement
Payments" for purposes of such Paragraph 9(d).
18. Specific Performance. The parties hereto each agree
that if any of the provisions of this Agreement are not performed
in accordance with their specific terms or are otherwise
breached, immediate and irreparable harm or injury would be
caused. It is hereby agreed that, in addition to any remedies
not precluded by this Agreement, each party shall be entitled to
seek an injunction restraining any violation or threatened
violation of such provisions of this Agreement or to specific
performance or other equitable relief with respect to any of the
provisions of this Agreement. If any provision of this Agreement
is found to be illegal or unenforceable by an arbitrator or by a
court of competent jurisdiction, the remaining terms of the
Agreement shall continue in full force and effect and the
offending provision(s) shall be deemed reformed and amended to
the minimum extent necessary to bring it or them within the legal
requirements for enforceability.
19. Further Assurances. Each party hereto shall promptly
execute, acknowledge and deliver any and all documents and take
any and all actions, as any of the other party shall reasonably
request in order to carry out the intent and meaning of, and to
give full effect to, this Agreement and each provision hereof.
20. Assignment. This Agreement is personal to the
Executive and the Executive may not assign his rights or delegate
any of his duties or obligations hereunder. The Company may
assign its rights and delegate its duties under this Agreement or
any of its interests herein (a) to any entity which is a party to
a merger or consolidation with the Company, (b) to any affiliate
of the Company or (c) to any entity acquiring substantially all
of the assets of the Company, provided that no such assignment
shall relieve the assignor of its obligations hereunder. The
Company shall give the Executive prompt notice of any such
assignment.
21. Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall
be deemed to have been duly given (i) on the date of service if
served personally on the party to whom notice is to be given,
(ii) on the day of transmission if sent via facsimile
transmission to the facsimile numbers given below, (iii) on the
day after delivery to Federal Express or similar overnight
courier or the Express Mail service maintained by the U.S. Postal
Service, or (iv) on the fifth day after mailing, if mailed to the
party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid and properly addressed,
to the party at the following addresses (or at such other address
as a party may specify by notice to the other):
(a) If to the Executive, to him at:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
and to:
▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to the Company, to it at:
Players International, Inc.
Citicenter Building
Suite 800
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Financial Officer
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
and to:
The ▇▇▇▇▇▇▇▇▇ Group
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
22. Miscellaneous. This Agreement: (a) constitutes the
sole and complete understanding and agreement between the parties
hereto with respect to the matters set forth herein and there are
no other agreements or understandings, whether written or oral
and whether made contemporaneously or otherwise, that are binding
upon the parties hereto, other than those paragraphs of
agreements which are expressly incorporated herein by reference;
(b) fully supersedes the Employment Agreement except as otherwise
provided for herein; (c) shall be subject to, governed by and
construed and enforced in accordance with the internal laws of
the State of New Jersey, without regard to New Jersey's conflict-
of-laws principles; (d) shall inure to the benefit of and be
binding upon the Executive and the Company and their respective
heirs, devisees, legatees, executors, administrators, successors
and permitted assigns and each Releasee; and (e) may not be
amended or modified except by written agreement duly executed by
the Company and the Executive.
23. Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more
counterparts, and by the different parties hereto in separate
counterparts, each of which when executed and delivered shall be
deemed to be an original but all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the date first above written.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
PLAYERS INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
Exhibit A
SCHEDULE OF PAYMENT TO BE MADE PURSUANT TO SEPARATION AGREEMENT
INITIAL PAYMENTS - due on first business day following expiration of
Revocation Period.
Payments accrued but unpaid:
Mar '99 bonus $170,000
Unused Vacation 25,000
Payments under Employment Agreement Section
9(c) because of termination without cause,
with agreed reductions:
Settlement of salary continuation 390,000
Settlement of bonus continuation 325,000
Settlement of first year benefits
continuation 35,000
--------
$945,000
========
CONTINGENT PAYMENTS - due at closing of
merger
Payments under 9(d):
Balance settlement of salary continuation 945,000
Balance settlement of bonus continuation 1,250,000
Balance settlement of benefit continuation 90,000
----------
$2,285,000
==========
Total: $3,230,000
==========
Exhibit B
The following is a list of enterprises with respect to which
a change in control transaction has received active consideration
by the Board of Directors of Players International, Inc. prior to
the Termination Date:
Apollo/▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇ Gaming Corp.
Colony Capital/▇▇▇▇▇▇'▇
▇▇▇▇▇▇'▇ Entertainment
Hollywood Park
Horseshoe Gaming, Inc./▇▇▇▇▇▇
Insignia Financial/▇▇▇▇▇▇ ▇▇▇▇▇▇
Jackpot Enterprises, Inc.
▇▇▇▇▇▇ Entertainment/Black Hawk Gaming
Ladbroke Group/Colorado Gaming
▇▇▇▇▇▇ ▇. ▇▇▇ Company
MacAndrew & Forbes/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
North Star Capital Partners/▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Penn-National Gaming
Sun International
Note: For purposes of this Exhibit, a transaction with an
affiliate of any of the above-listed companies or named
individuals will be treated in the same manner as a transaction
with one of the above-listed companies itself.
