MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT is made effective for all purposes and in all
respects as of the 1 day of March, 2001, by and between CENTURY CASINOS, INC.,
a Delaware corporation (hereinafter referred to as the "Company"), and FLYFISH
CASINO CONSULTING AG, a Swiss corporation (hereinafter referred to as the
"Consultant").
WITNESSETH THAT:
WHEREAS, Consultant has a contractual relationship with Xx. Xxxxx Haitzmann
(Austrian citizen, born 08-18-1953), who is presently employed, and has since
1993 been employed by the Company; and
WHEREAS, Consultant has the right, and the human resources available, to
provide executive casino management services (a substantial part of the services
Xx. Xxxxx Haitzmann provided) to the Company; and
WHEREAS, both the Company and the Consultant desire to set forth the terms
and conditions of their agreements and understandings, and for their mutual
benefit to extend the term of Consultant's engagement hereunder;
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
herein contained, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending legally to
be bound, agree as follows:
1. Term of Agreement.
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The term of this Agreement shall commence on March 1, 2001, and shall
continue until December 31, 2005, and shall be automatically renewed for
additional, successive periods of five (5) years each thereafter, unless sooner
terminated in accordance with the relevant provisions of this Agreement.
2. Duties of Consultant.
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2.1 By entering into this Agreement, Consultant shall undertake and
assume the responsibility of performing for and on behalf of the Company such
duties as are usual and customary to the position of a Chairman and Chief
Executive Officer. The duties of Consultant shall be performed through
Consultant by a management team, of which Xx. Xxxxx Haitzmann has to be part of.
3. Compensation.
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3.1 Management Fee. As annual compensation for the services rendered
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by Consultant for the Company pursuant to this Agreement, Consultant shall be
paid not less than the following base annual management fee, on a monthly basis,
during the term
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hereof: $100,000, plus annual increases and bonuses, and such other incentives,
benefits, and compensation as may be awarded to him from time to time by the
Compensation Committee of the Board of Directors of the Company.
3.2 Management Fee Review. Consultant's management fee shall be
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reviewed annually by the Compensation Committee.
4. Additional Benefits.
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In addition to, and not in limitation of, the compensation referred to in
Section 3, Consultant shall receive reimbursement of all reasonable expenses
incurred in connection with the performance of the duties for the Company, upon
submission of receipts to the Company. Reasonable expenses shall include, but
not be limited to all out-of-pocket expenses for entertainment, travel, meals,
lodging, automobile expenses, communications and office costs and the like
incurred by the Consultant in the interest of the Company.
5. Termination.
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5.1 Termination By Either Party Without Cause. At any time during the
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term hereof, or at the end of the term or any renewal term under Section 1
above, this Agreement may be terminated "without cause" by either the Company or
the Consultant upon written notice to the other party.
(a) Termination By Consultant. In the event of such termination
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"without cause" by Consultant, the Company shall have the option
either (i) to accept Consultant's resignation, effective immediately on
receipt of such written notice; or (ii) to require Consultant to continue
to perform his duties hereunder, for a period not to exceed six (6) months
from the date of receipt of such written notice.
In either event, the Consultant's compensation and benefits
hereunder shall continue only until the date on which the Consultant
ceases to perform any further duties for the Company.
(b) Termination By Company. In the event of such termination
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"without cause" by the Company, Consultant shall be continued at the same
base fee for a period of six (6) months from the date on which the
Consultant receives written notice of termination. Such compensation
shall be paid to the Consultant in six (6) equal, successive monthly
payments, beginning on the 1st day of the month immediately following
the date on which the Consultant receives written notice of
termination.
Consultant shall continue to make himself available to, and shall
cooperate with the Company, as may be reasonably required to assist
the Company during the six-month transition period.
(c) In the event Consultant's engagement hereunder is terminated
by the Company "without cause" pursuant to this Section 5.1(b), after a
"Change of Control," as defined in Section 5.3(a)(ii) below, has
occurred, then the provisions of Section 5.3(b) shall apply.
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5.2 Termination By Company For Cause.
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Notwithstanding any other provision hereof, the Company may terminate
Consultant's engagement under this Agreement at any time for cause. The
termination shall be effected by written notice thereof to the Consultant, which
shall specify the exact cause for termination.
For purposes hereof, the term "cause" shall mean the failure of
Consultant for any reason, within thirty (30) days after receipt by Consultant
of written notice thereof from the Company, to correct, cease, or otherwise
alter any specific action or omission to act that constitutes a material and
willful breach of this Agreement likely to result in material damage to the
Company, or willful gross misconduct likely to result in material damage to the
Company.
Upon such valid termination for cause by the Company, Consultant shall
not receive any termination pay or benefits beyond the date on which he receives
final written notice of termination.
5.3 Termination By Consultant For Cause.
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(a) Notwithstanding any other provision hereof, Consultant may
terminate his engagement with Company under this Agreement at any time for
cause, upon written notice thereof to the Company specifying the cause for
Consultant's termination.
For purposes hereof, the term "for cause" shall mean:
(i) the failure of the Company for any reason, within thirty (30) days
after receipt by the Company of written notice from Consultant, to
correct, cease, or otherwise alter any material adverse change in the
conditions of Consultant's engagement, including, but not limited to
any change in Consultant's duties (such as, but not limited to another
person or consulting company assuming the same or similar title,
position or duties, or the Consultant's primary duties being assigned
to be performed by the Consultant in a country other than the country
of primary residence of the Consultant's management team, including
Xx. Xxxxx Haitzmann), unless Consultant consents in writing to such
change, or unless directed by the Compensation Committee (as long as
the Compensation Committee consists of persons appointed by the
Company's Board of Directors before any Change of Control); or
(ii) a "Change of Control" of the Company occurs, or has previously
occurred at any time during Consultant's engagement hereunder.
"Change of Control" as used herein shall mean: (a) any person or entity
(not affiliated with the Consultant or Xx. Xxxxx Haitzmann) becoming the
beneficial owner of a majority of the Company's then outstanding securities;
(b) the triggering
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of the issuance of stock rights to Shareholders pursuant to the Company's
Stock Rights Agreement, as amended from time to time; (c) the
replacement during any two calendar years of a majority of the
existing Board of Directors of the Company; (d) holders of the
Company's securities approve a merger, consolidation or liquidation of
the Company.
(b) In the event of termination by the Consultant "for cause"
hereunder:
(1) A lump sum cash benefit payment of three (3) times the
Consultant's then current annual fee plus three (3) times the
Consultant's average bonus for the last three years shall be made to
Consultant within 30 days of such written notice.
(2) Consultant may also, in addition to, and not in
limitation of payments under Section 5.3(b)(1) hereunder, at his sole
option, elect to serve as a consultant to Company (working out of his then
current residence) for an additional period of three (3) years at his then
current fee, his previous year's bonus and current benefits.
5.4 Effective Date of Termination. Unless otherwise specified, the
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effective date of termination, as used in this Section 5, shall be the date on
which Consultant receives written notice of termination from the Company or
gives written notice of termination to the Company.
6. Other Business Activities.
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During the period of his engagement under this Agreement, the Consultant
shall not be employed by or otherwise engage or be interested in any business
other than the Company, with the following exceptions:
(a) Consultant's investment or involvement in any business shall
not be considered a violation of this Section, provided that such
business is not in direct competition with the Company and the Consultant
does not render substantial management or other personal services to such
business;
(b) Consultant may consult with or for other businesses not in
direct competition with the Company.
7. Indemnification.
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So long as Consultant is not found by a court of law to be guilty of a
willful and material breach of this Agreement, or to be guilty of willful gross
misconduct, Consultant shall be indemnified from and against any and all losses,
liability, claims and expenses, damages, or causes of action, proceedings or
investigations, or threats thereof (including reasonable attorney fees and
expenses of counsel satisfactory to and approved by Consultant) incurred by
Consultant, arising out of, in connection with, or based upon Consultant's
services and the performance of his duties pursuant to this Agreement, or any
other matter contemplated by this Agreement, whether or not resulting in any
such
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liability; and Consultant shall be reimbursed by the Company as and when
incurred for any reasonable legal or other expenses incurred by Consultant in
connection with investigating or defending against any such loss, claim, damage,
liability, action, proceeding, investigation or threat thereof, or producing
evidence, producing documents or taking any other action in respect thereto
(whether or not Consultant is a defendant in or target of such action,
proceeding or investigation).
8. Burden and Benefit.
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Unless the express provisions of a particular section of this Agreement
state otherwise, or performance thereunder would be impossible, this Agreement
shall be binding upon, and shall inure to the benefit of, Company and
Consultant, and their respective heirs, personal and legal representatives,
successors, and assigns. It shall also be expressly binding upon and inure to
the benefit of any person or entity assuming the Corporation/Company, by merger,
consolidation, purchase of assets or stock, or otherwise.
9. Governing Law.
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It is understood and agreed that the construction and interpretation of
this Agreement shall at all times and in all respects be governed by the laws of
the State of Delaware. The Company agrees to cover all costs, including legal,
arising in connection with drafting and implementing this Agreement, both for
the Company and for Consultant.
10. Severability.
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The provisions of this Agreement shall be deemed severable, and the
invalidity or unenforceability of any one or more of the provisions of this
Agreement shall not affect the validity and enforceability of the other
provisions.
11. Notice.
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Any notice required to be given hereunder shall be sufficient if it is in
writing and sent by certified or registered mail, return receipt requested,
first-class postage prepaid, to the following respective addresses, which may
hereafter be changed by written notice to the other party. Company at 200 - 220
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Xxxx Xxxxxxx Xxx., Xxxxxxx Xxxxx, XX 00000, XXX, Consultant at Focus Casino
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Consulting AG, c/o Lex Account - Xx. Xxxxxx Xxxxxxx, Xxxxxxxx 0, XX-0000 Xxx,
Xxxxxxxxxxx.
12. Entire Agreement; Interpretation.
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12.1 This Agreement contains the entire agreement and understanding by
and between the Company and Consultant with respect to the engagement of
Consultant. No change or modification of this Agreement shall be valid or
binding unless it is in writing and signed by the party intended to be bound.
No waiver of any provision of this Agreement shall be valid unless it is in
writing and signed by the party against whom the waiver is sought to be
enforced. No valid waiver of any provision of this Agreement at any time shall
be deemed a waiver of any other provision of this Agreement at such time or at
any other time. The Compensation Committee shall interpret and administer this
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Agreement, in good faith, and may make such administrative or ministerial
adjustments hereto as may be reasonably required without requiring written
Amendment, if both parties agree, and the rights of the Consultant are not
adversely affected thereby.
13. Confidentiality.
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Other than in the performance of his duties hereunder, Consultant agrees
not to disclose, either during the term of his engagement by the Company or at
any time thereafter, to any person, firm or corporation any confidential
information concerning the business affairs, financial affairs, know-how,
private documents, reports, plans, proposals, marketing and sales plans, or
similar information of the Company. Any such documents, techniques, methods,
processes or technologies used by the Company shall be considered confidential
and a "trade secret" for the purposes of this Agreement.
14. Counterparts.
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This Agreement may be executed in two or more counterparts, any one of
which shall be deemed the original without reference to the others.
IN WITNESS WHEREOF, the Company and Consultant have duly executed this
Agreement as of the day and year first above written.
COMPANY: CONSULTANT:
CENTURY CASINOS, INC., FLYFISH CASINO CONSULTING AG,
a Delaware corporation a Swiss corporation
By: /s/ Xxxxx Xxxxxxx By: /s/Xxxxxx Xxxxxxx
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Member, Compensation Committee Chairman of the Board
By:/s/ Xxxxx Xxxxxxxxxx
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Member, Compensation Committee
