EXHIBIT 10.3
SEVERANCE AGREEMENT
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This Severance Agreement (this "Agreement") is made this 2nd day of July,
1999, by and between Xxxxx X. Xxxxxxx (hereinafter "Hilliou") and American
Bingo & Gaming Corp. (hereinafter "ABG").
WHEREAS Hilliou is a member of the Board of Directors of ABG and an
employee and officer of ABG;
WHEREAS Hilliou and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Hilliou and ABG, it may be
in the best interest of Hilliou and ABG for Hilliou to resign from the Board of
Directors and from all other positions held with ABG; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Hilliou hereby resigns as the Chairman of the Board,
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President and Chief Executive Officer of ABG, from the Board of
Directors of ABG and from any and all other positions held with ABG
and its subsidiaries (if any). Furthermore, Hilliou agrees that for a
period of two years from the date hereof he will not seek or accept
nomination or election to the Board of Directors of ABG or any of its
subsidiaries.
2. Employment Agreement. The Employment Agreement between Hilliou and ABG
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dated April 30, 1998, is hereby terminated and neither party shall
have any further obligations thereunder.
3. Severance Payment. ABG does hereby agree to pay to Hilliou on the date
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of execution of this Agreement $228,600 as a severance payment. In
addition, ABG shall fund the cost of Hilliou's health insurance,
dental insurance, life insurance and long-term disability insurance
for coverage comparable to that provided to Hilliou immediately prior
to termination of his employment with ABG, which insurance shall be
provided from the date of this Agreement through June 30, 2000. Other
than the benefits stated above, Hilliou shall not receive, and shall
not be entitled to, any further severance benefits.
4. Confidentiality. For a period of two years from the date of execution
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of this Agreement, Hilliou agrees that he will not, for any reason, in
any fashion, form or manner, either directly or indirectly, divulge,
disclose or communicate to any person, firm, corporation or other
business entity, in any manner whatsoever, any confidential
information or trade secrets concerning the business of ABG,
including, without limiting the generality of the foregoing, the
techniques, methods or systems of its operation or management, any
information regarding its financial matters, or any other material
information concerning the business of ABG, its manner of operation,
its plans or other material data. The provisions of this Section 4
shall not apply to (i) information that is public knowledge other than
as a result of disclosure by Hilliou in breach of this Section 4; (ii)
information disseminated by ABG to third parties in the ordinary
course of business; (iii) information lawfully received by Hilliou
from a third party who, based upon inquiry by Hilliou, is not bound by
a confidential relationship to ABG; (iv) information disclosed under a
requirement of law or as directed by applicable legal authority or
regulatory agency; or (v) information and business contacts known to
Hilliou prior to his employment with ABG.
5. Hilliou Global Release. ABG hereby releases Hilliou from any and all
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past, present or future claims, demands, actions, causes of action,
costs, judgments, expenses, attorney's fees, damages and all
liabilities whatsoever at law or in equity, whether known or unknown,
that ABG may have, claim to have, or have ever had, against Hilliou
arising from any and all causes of action, whether intentional,
wanton, reckless, malicious, negligent, grossly negligent, or
inadvertent, in contract or in tort. In this regard, the parties to
this Agreement intend for the release provided by this Agreement to
cause, to the fullest extent permitted by law and at equity, the
complete and final discharge and extinguishing of all claims and
causes of action against Hilliou, whether known or unknown, involving
the parties hereto, for all time up to and including the date of this
Agreement. ABG agrees to indemnify and hold Hilliou harmless from and
against any and all costs, judgments, expenses, attorney's fees,
damages or liabilities whatsoever relating to any and all claims that
may be brought against Hilliou in connection with his position as an
officer of ABG to the fullest extent authorized by Delaware law as
provided in paragraph 7 of the Certificate of Incorporation of ABG, as
amended October 17, 1994.
6. ABG Release. Hilliou hereby releases ABG and its officers and
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directors from any and all past, present or future claims, demands,
actions, causes of action, costs, judgments, expenses, attorney's
fees, damages and all liabilities whatsoever at law or in equity,
whether known or unknown, that he may have, claim to have, or have
ever had, against ABG and its officers and directors arising from any
and all causes of action, whether intentional, wanton, reckless,
malicious, negligent, grossly negligent, or inadvertent, in contract
or in tort. In this regard, the parties to this Agreement intend for
the release provided by this Agreement to cause, to the fullest extent
permitted by law and at equity, the complete and final discharge and
extinguishing of all claims and causes of action against ABG and its
officers and directors, whether known or unknown, involving the
parties hereto, arising only from events occurring for all time up to
and including the date of this Agreement.
7. Governing Law. This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the State of South Carolina.
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8. Severability. If any provision of this Agreement or any portion of any
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provision of this Agreement is at any time deemed or declared void,
voidable or unenforceable, then such provision or portion of such
provision is severable from the remainder of this Agreement and the
remainder of this Agreement shall be fully enforced.
9. Further Assurances. The parties shall from time to time promptly
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execute and deliver such further instruments, documents or papers and
perform all acts necessary or proper to carry out and effect the terms
and provisions of this Agreement.
10. Counterparts and Fax Signature Pages. It is understood and agreed that
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this Agreement may be executed in duplicate counterpart originals,
each of which shall be deemed an original for all purposes. Signatures
need not be in original and a facsimile and/or copy bearing a copied
or facsimile signature shall suffice as a binding signature for this
Agreement.
11. Supersedes Prior Agreements. It is understood and agreed that this
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Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and arrangements or
understandings between the parties relating to the subject matter
hereof. No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot
be changed or terminated orally.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Vice Chairman of the Board
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