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EXHIBIT 10.6
SETTLEMENT AGREEMENT AMENDMENT
This Settlement Agreement Amendment ("Amendment") is made this 4th day
of October, 1996, by and between Winners Entertainment, Inc., and its
subsidiaries, Mountaineer Park, Inc., Mountaineer Magic, Inc., ExCal Energy
Corporation, Crystal Exploration Co., Inc., Golden Palace Casinos, Inc., and
SDR Corporation (collectively "Winners"), on the one hand, and Xxxxxxx X. Xxxx,
on the other.
WHEREAS, Xxxx and Winners were parties to an Employment Agreement
dated May 10, 1994, pursuant to which Xxxx held directorships and offices with
Winners, serving in those capacities until the parties terminated their
relationships; and
WHEREAS, Xxxx and Winners terminated their relationships on an
amicable and mutually-agreed basis by a "Settlement Agreement" dated April 26,
1995, pursuant to paragraph 4(a) of which Xxxx was to continue to receive
salary through May 9, 1997; and
WHEREAS, Winners as of this date has disputed certain terms and
requirements of the April 26, 1995, Settlement Agreement, including having not
paid all the salary otherwise required by paragraph 4(a) of that Settlement
Agreement; and
WHEREAS, to avoid litigation between them, Xxxx and Winners desire to
resolve the outstanding obligations under the Settlement Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties to this Agreement, meaning to be bound, do hereby
agree as follows:
1. Final consideration due Xxxx. Upon execution hereof, Winners
shall pay to Xxxxxxx X. Xxxx and Xxxxxxx & Berlin" the lump sum of $100,000 in
the form of a bank wire and shall issue forthwith to Xxxxxxx X. Xxxx shares of
Winners' common stock to be registered by Winners in connection with
registration efforts currently underway and expected to be completed not later
than February 1, 1997, which shall result in Xxxx holding 100,000 freely
trading shares upon the effective date of the registration statement.
2. Waiver of all unearned entitlements. Xxxx hereby agrees, at, as
of, and immediately upon the registration described above whereby Xxxx is
holding the 100,000 freely trading shares of Winners' common stock contemplated
by paragraph 1 above, to waive those entitlements not yet provided but claimed
due him under the Settlement Agreement, including those due pursuant to
paragraph 4(a), (b) and (c) of the Settlement Agreement. This waiver expressly
excludes Xxxx'x entitlements as they relate to stock options contained in
paragraphs 4(d) and 5 of the Settlement Agreement.
3. Release provisions unchanged. Except for the foregoing provisions
of this Amendment, and those measures, if any, required to enforce the
provisions of this Amendment, the commitments, obligations, and agreements
contained in the Release and Indemnification provisions of paragraph 6 of the
Settlement Agreement are not affected hereby and are incorporated herein by
reference.
4. Consent to disclosure. Xxxx hereby consents to disclosure by
Winners of this Settlement Agreement Amendment, including through and as part
of its filings on Forms 10-Q and/or 10-K.
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IN WITNESS WHEREOF, the parties hereto have executed this Settlement
Agreement Amendment as of the day and year first above written.
XXXXXXX X. XXXX WINNERS ENTERTAINMENT, INC.
/s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxx
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MOUNTAINEER PARK, INC. MOUNTAINEER MAGIC, INC.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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EXCAL ENERGY CORPORATION CRYSTAL EXPLORATION CO., INC.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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SDR CORPORATION GOLDEN PALACE CASINOS, INC.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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