EXHIBIT 10.5
SEVERANCE AGREEMENT
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This Severance Agreement (this "Agreement") is made this 30th day of June,
1999, by and between Xxxxxx X. Xxxxxx III (hereinafter "Xxxxxx") and American
Bingo & Gaming Corp. (hereinafter "ABG").
WHEREAS Xxxxxx is a member of the Board of Directors of ABG;
WHEREAS Xxxxxx and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Xxxxxx and ABG, it may be in
the best interest of Xxxxxx and ABG for Xxxxxx to resign from the Board of
Directors; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Xxxxxx hereby resigns from the Board of Directors of ABG
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and from any and all other positions held with ABG and its
subsidiaries (if any). Furthermore, Xxxxxx agrees that he will not
seek or accept nomination or election to the Board of Directors of ABG
or any of its subsidiaries for a period of two years from the date
hereof.
2. Confidentiality. Xxxxxx hereby acknowledges, represents and agrees
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that he will maintain the confidentiality of all information obtained
regarding ABG, including but not limited to its operations,
management, financial matters, plans and other material data, and that
he will not 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
such confidential information concerning ABG. However, Xxxxxx may
disclose any information required by law to be disclosed by Xxxxxx
after Xxxxxx has notified ABG of such requirement and given ABG the
opportunity to review the information to be disclosed.
3. Xxxxxx Global Release. ABG hereby releases Xxxxxx 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 Xxxxxx
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 Xxxxxx, 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 Xxxxxx 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 Xxxxxx in connection with his position as a
member of the Board of Directors 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.
4. ABG Release. Xxxxxx hereby releases ABG and its officers and directors
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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, for
all time up to and including the date of this Agreement.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx III
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Xxxxxx X. Xxxxxx III
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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