Certain Terminations During Employment Term. In the event that, during the Employment Term, Executive is terminated other than for "Cause" or voluntarily terminates for "Good Reason" (both as defined in Section 9 hereof) on or after the date upon which substantially complete project financing sufficient for substantially full renovation and construction has been secured for the Aladdin Hotel and Casino Redevelopment and Expansion project set forth in the presentation to GW Vegas prepared by Westwood Capital LLC and dated July 1996 (or as subsequently modified) and as finally approved by the Xxxxx County Commission (the "Funding"), then Executive shall have the right (but not the obligation) to sell any membership interest (or shares exchanged for such interest) purchased hereunder back to the Company on the date that is the one year anniversary of the date of such termination of employment (the "Anniversary Date") (so long as the IPO has not occurred by such date) at a price equal to the fair market value of such membership interest or shares on the Anniversary Date, as determined by an independent appraisal firm mutually agreed to by and between the Company and Executive, with the costs of such appraisal being paid by the Company (the
Certain Terminations During Employment Term. In the event that, during the Employment Term, Executive is terminated other than for "Cause" or voluntarily terminates for "Good Reason" (both as defined in Section 9 hereof), then Executive shall have the right (but not the obligation) to sell its Holdings Restricted Membership Interest and any other membership interest (or shares exchanged for such interests) purchased hereunder back to Gaming Holdings on the date that is the one year anniversary of the date of such termination of employment (the "Anniversary Date") (so long as the IPO has not occurred by such date) at a price equal to the fair market value of such membership interest or shares on the Anniversary Date, as determined by an independent appraisal firm mutually agreed to by and between Gaming Holdings and Executive, with the costs of such appraisal being paid by the Company (the "Employment Term Put Right"). The Employment Term Put Right must be exercised in writing by Executive by the Anniversary Date or it shall become void and without further effect. If the Employment Term Put Right is exercised, and Gaming Holdings does not satisfy its obligation to purchase the membership interest or shares subject to the Employment Term Put Right within seven days following receipt of Executive's written notice of exercise thereof, the Executive shall have the right to require the Company (rather than Gaming Holdings) to purchase such membership interest or shares at fair market value. If the Company purchases such membership interest or shares, the Company and Gaming Holdings hereby agree that Gaming Holdings shall promptly thereafter purchase such membership interest or shares from the Company for a purchase price of $1.
