EXHIBIT 99.3
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STATE OF SOUTH CAROLINA )
) SEVERANCE AGREEMENT
COUNTY OF LEXINGTON )
This Severance Agreement is made and entered into this 24th day of July,
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1998, between L. Xxxxxxx Xxxxxx (hereinafter Xxxxxx), and American Bingo &
Gaming Corp. (hereinafter "ABG");
WHEREAS, Xxxxxx desires to tender his resignations as Director of ABG and
as an employee of ABG effective immediately;
WHEREAS, ABG wishes to accept the resignations of Xxxxxx;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Xxxxxx hereby resigns from his positions as an officer, employee and
member of the Board of Directors of ABG and as an officer or director of all ABG
subsidiaries and associated companies and from any and all other positions he
may hold with ABG or any of its subsidiaries;
2. Xxxxxx and ABG hereby mutually agree to terminate the Employment
Agreement by and between Xxxxxx and ABG dated September 10, 1996, and Xxxxxx
further represents and warrants that he has no other employment or severance
agreement with ABG which is in any way in effect as of the date hereof;
3. Xxxxxx agrees to refrain from influencing, attempting to influence,
directing or attempting to direct the governance of ABG in any manner whatsoever
either directly or indirectly through others acting on his behalf;
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4. Xxxxxx disclaims ownership or beneficial ownership of any shares of ABG
other than shares held in his name. With the exception as noted below, Xxxxxx
agrees to refrain from selling, pledging, hypothecating, exercising and voting
any and all ABG shares, warrants and/or options that Xxxxxx owns directly or
beneficially for 1 year following the date of this agreement. Xxxxxx hereby
represents that he owns 524,228 shares of ABG. With the exception as noted
below, Xxxxx Xxxxxx agrees to refrain from selling, pledging, hypothecating,
exercising and voting any and all ABG shares, warrants and/or options that Xxxxx
Xxxxxx owns directly or beneficially for one (1) year following the date of this
agreement. Xxxxx Xxxxxx hereby represents that she owns 560,417 shares of ABG.
Xxxxxx and Xxxxx Xxxxxx agree to provide a general proxy to Xxxxx Xxxxxxx for a
period of eleven (11) months authorizing Hilliou to vote the ABG shares of
Xxxxxx and Xxxxx Xxxxxx at any and all shareholder meetings of ABG.
Notwithstanding the foregoing, Xxxxxx and Xxxxx Xxxxxx shall each have the right
to sell the shares which each of them own either directly or beneficially
through the NASDAQ Small Cap Market System at a selling price of $6 per share or
higher, provided that neither Xxxxxx nor Xxxxx Xxxxxx shall sell more than 25%
of the total shares owned by the two of them combined during any 90 day period,
subject to all applicable federal and state rules, regulations and statutes,
including but not limited to SEC Rule 144.
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Exception: Xxxxxx and/or Xxxxx Xxxxxx in the aggregate may sell ABG common
stock each owns up to 2,000 shares per day, so long as such combined total of
sales do not exceed 20,000 shares per month.
There are and will be no other lockups or restraints on the ABG shares, warrants
and/or options of Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, the Xxxxxx Family Trust or the
Xxxxx Xxxxxx Irrevocable Trust except as provided by law. ABG will waive any
company lockup agreement which may exist as to the shares, consistent with
applicable law, and will assist in assuring that the shares can be traded.
5. Xxxxxx agrees to execute the attached Termination of Voting Agreement
that will terminate the Voting Agreement dated December 18, 1997, by and between
Xxxxxxx X. Xxxx, L. Xxxxxxx Xxxxxx, Xxxxxx X. Xxxxxxxx, Xx., Xxxxxx X. Xxxxxxxx
and Xxxxxxx X. Xxxxxxxx;
6. Xxxxxx agrees that he will not acquire any additional shares of ABG
except through the exercise of vested options held by him, either directly or
beneficially through others from this date forward.
7. Xxxxxx agrees to return any and all property of ABG that is in his
possession and/or control, including all company vehicles, telephones, credit
cards and other items, with the exception of the 1998 Chevrolet Suburban
automobile which he has driven for the past eight months, ownership of which
will be transferred to him upon his payment of $25,000 to ABG;
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8. ABG agrees to continue Xxxxxx on the existing health insurance plan for a
period of eighteen months from the date of execution of this agreement provided
that Xxxxxx pays the premium for such health coverage;
9. ABG agrees that any claims, demands, or causes of action that it now has
or discovers in the future for conduct occurring before the date of this
agreement against either Xxxxxx, Xxxxxxx Xxxxxx or any other member of Xxxxxx'x
family will be pursued in civil litigation in a court of competent jurisdiction;
10. Xxxxxx on behalf of himself, his heirs, successors and assigns, hereby
releases and discharges ABG and any and all other persons, firms, corporations,
associations and law firms from any and every right and all manner of action or
actions, cause or causes of action, claims or demands of any kind he now has, or
at any time claimed or claims, arising out of Xxxxxx'x association with ABG
whether as a director, officer, employee or otherwise, except that in the event
of civil suit being brought by ABG against Xxxxxx, Xxxxxxx Xxxxxx or any other
member of Xxxxxx'x family, Xxxxxx, on behalf of himself, his heirs, successors
and assigns, may assert any counterclaims, cross-actions or other actions which
may be available in response to such suit or suits in the absence of this
agreement.
11. This Severance Agreement is governed by the laws of the State of South
Carolina;
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12. The parties further agree that any dispute relating to this agreement,
including whether the parties have abided by their obligations as agreed to
herein, shall be litigated exclusively in the Court of Common Pleas, Eleventh
Judicial Circuit, State of South Carolina and the parties hereby agree to submit
to that court's jurisdiction.
/s/Xxxxxxx X. Xxxxxx /s/L. Xxxxxxx Xxxxxx
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Witness L. Xxxxxxx Xxxxxx
/s/Xxxxxxx X. Xxxxxx /s/Xxxxx Xxxxxx
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Witness Xxxxx Xxxxxx
AMERICAN BINGO & GAMING CORP.
/s/Xxxxxx X. Xxxxxx /s/Xxxxx X. Xxxxxxx
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Witness Xxxxx Xxxxxxx
President
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TERMINATION OF VOTING AGREEMENT
This Termination of Voting Agreement (this "Agreement") is made as of this
___ day of ________________, 1998, by and between Xxxxxxx X. Xxxx, L. Xxxxxxx
Xxxxxx, Xxxxxx X. Xxxxxxxx, Xx., Xxxxxx X. Xxxxxxxx, and Xxxxxxx X. Xxxxxxxx
(the "Shareholders"), all of whom are shareholders of American Bingo & Gaming
Corp., a corporation organized and existing under the laws of the State of
Delaware (the "Company").
WHEREAS, the Shareholders entered into a Voting Agreement dated as of
December 18, 1997 (the "Voting Agreement") related to their agreement to support
the nomination of certain persons to the Board of Directors of the Company; and
WHEREAS, the Shareholders now desire to terminate the Voting Agreement;
NOW, THEREFORE, for and in consideration of the agreements made herein, the
Shareholders hereby agreed as follows:
1. The Shareholders hereby mutually consent to terminate the Voting
Agreement, effective as of the date of this Agreement.
2. This Agreement may be executed in multiple counterparts.
3. This Agreement shall be for the benefit of and be binding upon the
parties hereto and their successors, assigns and personal representatives.
IN WITNESS WHEREOF, the Shareholders have hereunto set their hands.
____________________________________
Xxxxxxx X. Xxxx
____________________________________
L. Xxxxxxx Xxxxxx
____________________________________
Xxxxxx X. Xxxxxxxx, Xx.
____________________________________
Xxxxxx X. Xxxxxxxx
____________________________________
Xxxxxxx X. Xxxxxxxx
