Common use of Disability Termination Clause in Contracts

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 consecutive days. Upon completion of such 180 days (or if Executive shall be disabled for an aggregate period of 180 days in any period of 360 consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer). During any period of suspension, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B). (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Base Annual Salary commencing with termination of employment by reason of physical or mental disability and for a period of two years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that (i) Executive shall be in violation of the restriction contained in Paragraph 9 of this Agreement, (ii) Executive shall fail to be, for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive Officer, to terminate Executive. In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at termination, the Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination). (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacitydays) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Paragraph 7(B) below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Paragraph 7(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 10 of this Agreement, (ii) Executive shall fail to bethe loss or suspension by the State of Connecticut or by the Mohegan Tribal Gaming Commission of Executive’s license for Class III and, as applicable, Class II gaming for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveEmployer or any of its affiliates. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or any of its affiliates, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s arrest or termination upon conviction of a crime or loss of license, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause Cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ExecutiveEmployer may, the Management Board of the Employer shall meet with in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at (i) on the date of such termination, a relocation payment in the amount of $15,000.00, which amount shall be subject to applicable withholding, and (ii) following such termination, his Base Annual Base Salary plus an annual bonus equal to one hundred percent for a period of twelve (100%12) of the Annual Base Salary months from the date of termination termination, provided that, such Base Annual Salary shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement (without regard to any renewal right after the date of termination).Agreement.. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the EmployerEmployer and reasonably satisfactory to Executive). During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B6(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease, provided, however, that Executive shall be entitled to the disability benefits set forth in Paragraph 6(B) below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Base Executive’s Disability Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Paragraph 6(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part. (C) Subject to part for the provisions of time periods set forth in this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that (i) Executive shall be in violation of the restriction contained in Paragraph 9 . For purposes of this Agreement, (ii) Executive Executive’s “Disability Annual Salary” shall fail mean $1,113,860 as of November 1, 2011, which amount shall be subject to be, for a period of thirty (30) consecutive days, licensed increase by the State percentage of Connecticut for Class III gamingincrease, (iii) Executive shall have been convicted of any crime involving fraudif any, theft or moral turpitude, or (iv) Executive shall have intentionally committed a material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive Officer, to terminate Executive. In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at termination, the Base Annual Base Salary plus an annual bonus equal pursuant to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date Paragraph 4 of this Agreement (without regard to any renewal right after the date of termination)such date. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.”

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 Section 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive as compensation under this Agreement only such compensation as may be provided under the disability insurance described in Paragraph 8(BSection 7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Section 7(B). (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Section 7(A), by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness, provided that any disability benefits shall cease upon Executive’s recovery from any disability. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 Section 10 of this Agreement, (ii) Executive shall fail to bethe loss, suspension, or revocation by the State of Connecticut, the Mohegan Tribal Gaming Commission, or any other gaming regulatory agency with jurisdiction over the Employer’s gaming operations and personnel, of Executive’s license for Class III and, as applicable, Class II gaming (“Executive’s Gaming License”) for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s loss or suspension of Executive’s Gaming License or his arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveEmployer or any of its affiliates. In the event that Executive’s Gaming License is restored or if Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or any of its affiliates, and Executive is not otherwise terminated for Cause as defined herein, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s loss or suspension of Executive’s Gaming License or Executive’s arrest or termination upon conviction of a crime, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ; provided, that nothing herein shall prevent Employer from suspending Executive, the Management Board of the with pay, from all operational functions and from access to Employer’s facilities upon giving such written notice. Employer shall meet with may, in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at (i) on the date of such termination, a relocation payment in the amount of $15,000.00, which amount shall be subject to applicable withholding, and (ii) following such termination, his Base Annual Base Salary plus an annual bonus equal to one hundred percent for a period of twelve (100%12) of the Annual Base Salary months from the date of termination termination; provided that such Base Annual Salary shall be payable to Executive in the expiration date same amount and at the same intervals as would have been paid had his employment continued. In the event of Executive’s death following Employer’s election to terminate his employment other than for Cause pursuant to this Agreement (without regard paragraph, any portion of the Base Annual Salary payable under this paragraph that is then unpaid shall be payable to any renewal right after the date of termination)Executive’s estate. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B9(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Paragraph 9(B), below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary commencing with suspension or termination of employment employment, pursuant to Paragraph 9(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury injury, and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained in Paragraph 9 10 of this Agreement, (ii) Executive shall fail to be, for a period of thirty (30) consecutive days, licensed the loss or suspension by the State Commonwealth of Connecticut Pennsylvania of Executive’s key qualifier license and/or other required license for Class III casino gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveGeneral Partner or any of their affiliates. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer, the General Partner or any of their affiliates, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s arrest or termination upon conviction of a crime, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ExecutiveEmployer may, the Management Board of the Employer shall meet with in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at following termination, the his Base Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination), except in the event of sale of the Business. In the event of sale of the Business and Executive is not employed in substantially the same position at the same base compensation and bonus compensation, if any, by the purchaser of the Business or by another casino operated directly or indirectly by the Mohegan Tribal Gaming Authority, the Executive shall be paid, following termination upon the sale of the Business, his Base Annual Salary from the date of termination and for a period equal to the lesser of (i) one (1) year or (ii) to the expiration date of this Agreement (without regard to any renewal right after the date of termination). Such Base Annual Salary shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and all payments of such Base Annual Salary shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement. For purposes of this Agreement, a “sale of the Business” shall mean a transfer of a controlling interest in the Employer or a transfer of all or substantially all of the assets constituting the Business. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the EmployerEmployer and reasonably satisfactory to Executive). During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease, provided, however, that Executive shall be entitled to the disability benefits set forth in Paragraph 8(B) below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary commencing with suspension or termination of employment pursuant to Paragraph 8(A) above by reason of physical or mental disability and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 11 of this Agreement, (ii) Executive shall fail to be, loss or suspension by the State of Connecticut of Executive’s license for Class III gaming for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive OfficerChairman, to terminate Executive. Employer may suspend Executive without pay upon Executive’s arrest for any alleged felony against Employer or the Tribe. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or the Tribe, Executive’s suspended pay shall be reimbursed to him. In the event that Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause Cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause Cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination termination, other than for Cause, Executive shall be paid, at following termination, the his Base Annual Base Salary plus an annual bonus equal to one hundred percent (100%) 33 1/3% of the Base Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination); provided that such Base Annual Salary and annual bonus shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary and annual bonus shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement. In addition, the parties understand and agree that should Employer terminate Executive’s employment other than for Cause, the Executive would reasonably want to withdraw his deferred compensation and Employer agrees, under such circumstances, to pay the penalty for early withdrawal of said deferred compensation in an amount not to exceed (i) the lesser of the actual penalty or $500,000 if such withdrawal occurs on or before December 31, 2007, (ii) the lesser of the actual penalty or $333,333 if such withdrawal occurs after December 31, 2007 but on or before December 31, 2008, (iii) the lesser of the actual penalty or $250,000 if such withdrawal occurs after December 31, 2008 but on or before December 31, 2009, and (iv) the lesser of the actual penalty or $166,650 if such withdrawal occurs after December 31, 2009 but on or before December 31, 2010. The Employer shall not be required to pay any portion of any penalty for early withdrawal of Executive’s deferred compensation if such withdrawal occurs after December 31, 2010. Additionally, the Employer shall be obligated to pay only the amount specified in clauses (i), (ii), (iii) or (iv) for the initial withdrawal of any portion of the Executive’s deferred compensation, and Employer shall not be obligated to pay any amount thereafter if Executive elects to make partial withdrawals of his deferred compensation. The Employer shall pay to Executive the amount, if any, of income taxes payable by Executive in connection with any penalty payments by Employer under clauses (i), (ii), (iii), or (iv) of this Paragraph 8(D). (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 consecutive days. Upon completion of such 180 days (or if Executive shall be disabled for an aggregate period of 180 days in any period of 360 consecutive days by the same incapacity) ), the Employer may, at its sole option, suspend Executive’s 's employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer). During any period of suspension, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B). (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Base Annual Salary commencing with termination of employment by reason of physical or mental disability and for a period of two years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s 's employment for Cause, which shall mean only that (i) Executive shall be in violation of the restriction contained in Paragraph 9 of this Agreement, (ii) Executive shall fail to be, for a period of thirty (30) consecutive days, licensed by the State of Connecticut for or Class III gaming, ; (iii) Executive shall have been convicted of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive Officer, to terminate Executive. In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at termination, the Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination). (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.or

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in m this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Paragraph 7(B), below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Paragraph 7(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 10 of this Agreement, (ii) Executive shall fail to bethe loss or suspension by the State of Connecticut or by the Mohegan Tribal Gaming Commission of Executive’s license for Class III and, as applicable, Class II gaming for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of of’ his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveEmployer or any of its affiliates. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or any of its affiliates, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s arrest or termination upon conviction of a crime, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ExecutiveEmployer may, the Management Board of the Employer shall meet with in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at (i) on the date of such termination, a relocation payment in the amount of $15,000.00, which amount shall be subject to applicable withholding, and (ii) following such termination, his Base Annual Base Salary plus an annual bonus equal to one hundred percent for a period of twelve (100%12) of the Annual Base Salary months from the date of termination termination; provided that such Base Annual Salary shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement (without regard to any renewal right after the date of termination)Agreement. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 consecutive days. Upon completion of such 180 days (or if Executive shall be disabled for an aggregate period of 180 days in any period of 360 consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s 's employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer). During any period of suspension, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph paragraph 8(B). (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Base Annual Salary commencing with termination of employment by reason of physical or mental disability and for a period of two years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s 's employment for Cause, which shall mean only that (i) Executive shall be in violation of the restriction contained in Paragraph 9 of this Agreement, (ii) Executive shall fail to be, for a period of thirty (30) consecutive days, licensed by the State of Connecticut for or Class III gaming, ; (iii) Executive shall have been convicted of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive Officer, to terminate Executive. In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s 's employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at termination, the Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination). (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s 's employment shall cease as of the date provided in Executive’s 's notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacitydays) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Paragraph 7(B), below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Paragraph 7(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 10 of this Agreement, (ii) Executive shall fail to bethe loss or suspension by the State of Connecticut or by the Mohegan Tribal Gaming Commission of Executive’s license for Class III and, as applicable, Class II gaming for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of of’ his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveEmployer or any of its affiliates. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or any of its affiliates, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s arrest or termination upon conviction of a crime, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ExecutiveEmployer may, the Management Board of the Employer shall meet with in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at following termination, the greater of (i) his Base Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of the Initial Term of this Agreement or (without regard to any renewal right after ii) his Base Annual Salary for a period of twelve (12) months from the date of termination); provided that, in either event, such Base Annual Salary shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If the Executive shall become becomes unable to perform all of his duties set forth in Paragraph 1 Section 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if the Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend the Executive’s employment until the Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, the Executive shall receive as compensation under this Agreement only such compensation as may be provided under the disability insurance described in Paragraph 8(BSection 7(B). If the physician designated by the Employer certifies that the Executive is permanently disabled, the Employer’s obligations under this Agreement will cease; provided, however, the Executive will be entitled to the disability benefits set forth in Section 7(B). (B) The Executive shall be entitled to participate in the Employer, at the sole expense of Employer, shall provide ’s long-term disability insurance coverage program as is now or may be adopted by the Employer for Executiveits employees subject to any minimum employment period for eligibility and the insurance policy provisions. Such policy shall provide program currently provides payment of 5060% of the Executive’s Base Annual Salary to a maximum benefit of $20,000 per month commencing with suspension or termination of employment employment, pursuant to Section 7(A), above, by reason of physical or mental disability and for a period of two years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partdisability. (C) Subject to the provisions of this paragraphsubsection (C), the Employer may terminate the Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in the Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 Section 10 of this Agreement, (ii) Executive shall fail to bethe loss, suspension, or revocation by the State of Connecticut, the Mohegan Tribal Gaming Commission, or any other gaming regulatory agency with jurisdiction over the Employer’s gaming operations and personnel, of the Executive’s license for Class III and, as applicable, Class II gaming (“Executive’s Gaming License”) for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted the Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a the Executive’s intentional or material breach of his obligations under this Agreement in order to cause Agreement. The Employer may suspend the Employer, acting through Executive without pay upon the Chief Executive Officer, to terminate Executive’s loss or suspension of his Gaming License or his arrest for any alleged crime against the Employer or any of its affiliates. In the event that the Executive’s Gaming License is restored or if the Executive is found not guilty or otherwise exonerated for an alleged crime against the Employer or any of its affiliates, and the Executive is not otherwise terminated for Cause as defined herein, the Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon the Executive’s loss or suspension of the Executive’s Gaming License or the Executive’s arrest or termination upon conviction of a crime, if the Employer desires to terminate Executivethe Executive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon ; provided, that nothing herein shall prevent the written request of Employer from suspending the Executive, with pay, from all operational functions and from access to the Management Board of Employer’s facilities upon giving such written notice. The Employer may, in its sole discretion, give the Employer shall meet with Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event the Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease the Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then the Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraphsubsection (D), the Employer may terminate the Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, the Executive shall be paid, at following such termination, the his Base Annual Base Salary plus an annual bonus equal to one hundred percent for a period of twelve (100%12) of the Annual Base Salary months from the date of termination termination; provided that such Base Annual Salary shall be payable to the expiration date of this Agreement (without regard to any renewal right after Executive in the date of termination)same amount and at the same intervals as would have been paid had his employment continued. (E) In the event that the Executive voluntarily terminates his employment hereunder, the Executive’s employment shall cease as of the date provided in the Executive’s notice to the Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, the Executive shall not be entitled to any further compensation hereunder. For the avoidance of doubt, the Executive shall be entitled to pursue any such claim for material breach of this Agreement by the Employer, provided that the Executive’s remedies for such material default by the Employer, if any, shall in no case exceed recovery of the amounts in Section 7(D) above and relief from any obligation to repay amounts specified in Section 4(B) above.

Disability Termination. (A) If Executive shall become unable to perform all of his her duties set forth in Paragraph 1 Section 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive as compensation under this Agreement only such compensation as may be provided under the disability insurance described in Paragraph 8(BSection 7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Section 7(B). (B) Executive shall be entitled to participate in Employer, at the sole expense of Employer, shall provide ’s disability insurance coverage program as is now or may hereafter be adopted by the Employer for Executiveits employees subject to any minimum employment period for eligibility. Such policy shall provide program currently provides payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Section 7(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part. (C) Subject to the provisions of this paragraphsubsection (C), the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 Section 10 of this Agreement, (ii) Executive shall fail to bethe loss, suspension, or revocation by the State of Connecticut, the Mohegan Tribal Gaming Commission, or any other gaming regulatory agency with jurisdiction over the Employer’s gaming operations and personnel, of Executive’s license for Class III and, as applicable, Class II gaming (“Executive’s Gaming License”) for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of his her obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s loss or suspension of Executive’s Gaming License or her arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveEmployer or any of its affiliates. In the event that Executive’s Gaming License is restored or if Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or any of its affiliates, and Executive is not otherwise terminated for Cause as defined herein, Executive’s suspended pay shall be reimbursed to her. Except in the event of suspension upon Executive’s loss or suspension of Executive’s Gaming License or Executive’s arrest or termination upon conviction of a crime, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ; provided, that nothing herein shall prevent Employer from suspending Executive, the Management Board of the with pay, from all operational functions and from access to Employer’s facilities upon giving such written notice. Employer shall meet with may, in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraphsubsection (D), the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at following such termination, the her Base Annual Base Salary plus an annual bonus equal to one hundred percent for a period of twelve (100%12) of the Annual Base Salary months from the date of termination termination; provided that such Base Annual Salary shall be payable to Executive in the expiration date of this Agreement (without regard to any renewal right after same amount and at the date of termination)same intervals as would have been paid had her employment continued. (E) In the event that Executive voluntarily terminates his her employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his her voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder. For the avoidance of doubt, Executive shall be entitled to pursue any such claim for material breach of this Agreement by Employer, provided that the Executive’s remedies for such material default by Employer, if any, shall in no case exceed recovery of the amounts in Section 7(D) above and relief from any obligation to repay amounts specified in Section 4(B) above.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 Section 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacitydays) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive as compensation under this Agreement only such compensation as may be provided under the disability insurance described in Paragraph 8(BSection 7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Section 7(B). (B) Executive shall be entitled to participate in Employer, at the sole expense of Employer, shall provide ’s disability insurance coverage program as is now or may hereafter be adopted by the Employer for Executiveits employees subject to any minimum employment period for eligibility. Such policy shall provide currently provides payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Section 7(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part. (C) Subject to the provisions of this paragraphsubsection (C), the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 Section 10 of this Agreement, (ii) Executive shall fail to bethe loss, suspension, or revocation by the State of Connecticut, the Mohegan Tribal Gaming Commission, or any other gaming regulatory agency with jurisdiction over the Employer’s gaming operations and personnel, of Executive’s license for Class III and, as applicable, Class II gaming (“Executive’s Gaming License”) for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s loss or suspension of Executive’s Gaming License or his arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveEmployer or any of its affiliates. In the event that Executive’s Gaming License is restored or if Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or any of its affiliates, and Executive is not otherwise terminated for Cause as defined herein, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s loss or suspension of Executive’s Gaming License or Executive’s arrest or termination upon conviction of a crime, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ; provided, that nothing herein shall prevent Employer from suspending Executive, the Management Board of the with pay, from all operational functions and from access to Employer’s facilities upon giving such written notice. Employer shall meet with may, in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraphsubsection (D), the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at (i) on the date of such termination, a relocation payment in the amount of $15,000.00, which amount shall be subject to applicable withholding, and (ii) following such termination, his Base Annual Base Salary plus an annual bonus equal to one hundred percent for a period of twelve (100%12) of the Annual Base Salary months from the date of termination termination; provided that such Base Annual Salary shall be payable to Executive in the expiration date of this Agreement (without regard to any renewal right after same amount and at the date of termination)same intervals as would have been paid had his employment continued. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder. For the avoidance of doubt, Executive shall be entitled to pursue any such claim for material breach of this Agreement by Employer, provided that the Executive’s remedies for such material default by Employer, if any, shall in no case exceed recovery of the amounts in Section 7(D) above and relief from any obligation to repay amounts specified in Section 4(B) and/or Section 4(C) above.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the EmployerEmployer and reasonably satisfactory to Executive). During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B6(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease, provided, however, that Executive shall be entitled to the disability benefits set forth in Paragraph 6(B) below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Base Executive’s Disability Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Paragraph 6(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part. (C) Subject to part for the provisions of time periods set forth in this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that (i) Executive shall be in violation of the restriction contained in Paragraph 9 . For purposes of this Agreement, (ii) Executive Executive’s “Disability Annual Salary” shall fail mean $1,053,104 as of November 1, 2011, which amount shall be subject to be, for a period of thirty (30) consecutive days, licensed increase by the State percentage of Connecticut for Class III gamingincrease, (iii) Executive shall have been convicted of any crime involving fraudif any, theft or moral turpitude, or (iv) Executive shall have intentionally committed a material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive Officer, to terminate Executive. In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at termination, the Base Annual Base Salary plus an annual bonus equal pursuant to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date Paragraph 4 of this Agreement (without regard to any renewal right after the date of termination)such date. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 consecutive days. Upon completion of such 180 days (or if Executive shall be disabled for an aggregate period of 180 days in any period of 360 consecutive days by the same incapacity) ), the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer). During any period of suspension, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B). (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Base Annual Salary commencing with termination of employment by reason of physical or mental disability and for a period of two years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that (i) Executive shall be in violation of the restriction contained in Paragraph 9 of this Agreement, (ii) Executive shall fail to be, for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive OfficerChairman, to terminate Executive. In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at termination, the Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination). (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 consecutive days. Upon completion of such 180 days (or if Executive shall be disabled for an aggregate period of 180 days in any period of 360 consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s 's employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer). During any period of suspension, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B). (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Base Annual Salary commencing with termination of employment by reason of physical or mental disability and for a period of two years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s 's employment for Cause, which shall mean only that (i) Executive shall be in violation of the restriction contained in Paragraph paragraph 9 of this Agreement, (ii) Executive shall fail to be, for a period of thirty (30) consecutive days, licensed by the State of Connecticut for or Class III gaming, ; (iii) Executive shall have been convicted of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive Officer, to terminate Executive. In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s 's employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at termination, the Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination). (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s 's employment shall cease as of the date provided in Executive’s 's notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the EmployerEmployer and reasonably satisfactory to Executive). During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease, provided, however, that Executive shall be entitled to the disability benefits set forth in Paragraph 8(B) below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Base Annual Salary commencing with the suspension or termination of employment pursuant to Paragraph 8(A) above by reason of physical or mental disability and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 11 of this Agreement, (ii) Executive shall fail to be, the loss or suspension by the State of Connecticut of Executive’s license for Class III gaming for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive Officer, to terminate Executive. Employer may suspend Executive without pay upon Executive’s arrest for any alleged felony against Employer or the Tribe. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or the Tribe, Executive’s suspended pay shall be reimbursed to him. In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute cause Cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause Cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at following termination, the his Base Annual Base Salary plus an annual bonus equal to one hundred percent (100%) 33 1/3% of the Base Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination) ); provided that such Base Annual Salary and annual bonus shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary and annual bonus shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement. In addition, the parties understand and agree that should Employer terminate Executive’s employment other than for Cause, the Executive would reasonably want to withdraw his deferred compensation and Employer agrees, under such circumstances, to pay the penalty for early withdrawal of said deferred compensation in an amount not to exceed (i) the lesser of the actual penalty or $500,000 if such withdrawal occurs on or before December 31, 2007, (ii) the lesser of the actual penalty or $333,333 if such withdrawal occurs after December 31, 2007 but on or before December 31, 2008, (iii) the lesser of the actual penalty or $250,000 if such withdrawal occurs after December 31, 2008 but on or before December 31, 2009, and (iv) the lesser of the actual penalty or $166,650 if such withdrawal occurs after December 31, 2009 but on or before December 31, 2010. The Employer shall not be required to pay any portion of any penalty for early withdrawal of Executive’s deferred compensation if such withdrawal occurs after December 31, 2010. Additionally, the Employer shall be obligated to pay only the amount specified in clauses (i), (ii), (iii) or (iv) for the initial withdrawal of any portion of the Executive’s deferred compensation, and Employer shall not be obligated to pay any amount thereafter if Executive elects to make partial withdrawals of his deferred compensation. The Employer shall pay to Executive the amount, if any, of income taxes payable by Executive in connection with any penalty payments by Employer under clauses (i), (ii), (iii), or (iv) of this Paragraph 8(D). (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s 's employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the EmployerEmployer and reasonably satisfactory to Executive). During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B6(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease, provided, however, that Executive shall be entitled to the disability benefits set forth in Paragraph 6(B) below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary commencing with suspension or termination of employment pursuant to Paragraph 6(A) above by reason of physical or mental disability and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s 's employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 of this Agreement, (ii) Executive shall fail to be, loss or suspension by the State of Connecticut of Executive’s license for Class III gaming for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive OfficerChairman, to terminate Executive. Employer may suspend Executive without pay upon Executive’s arrest for any alleged felony against Employer or the Tribe. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or the Tribe, Executive’s suspended pay shall be reimbursed to him. In the event that Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause Cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause Cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination termination, other than for Cause, Executive shall be paid, at following termination, the his Base Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination); provided that such Base Annual Salary shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement. In addition, the parties understand and agree that should Employer terminate Executive’s employment other than for Cause, the Executive would reasonably want to withdraw his deferred compensation and Employer agrees, under such circumstances, to pay the penalty for early withdrawal of said deferred compensation in an amount not to exceed (i) the lesser of the actual penalty or $250,000 if such withdrawal occurs on or before December 31, 2009, and (ii) the lesser of the actual penalty or $166,650 if such withdrawal occurs after December 31, 2009 but on or before December 31, 2010. The Employer shall not be required to pay any portion of any penalty for early withdrawal of Executive’s deferred compensation if such withdrawal occurs after December 31, 2010. Additionally, the Employer shall be obligated to pay only the amount specified in clauses (i) or (ii) for the initial withdrawal of any portion of the Executive’s deferred compensation, and Employer shall not be obligated to pay any amount thereafter if Executive elects to make partial withdrawals of his deferred compensation. The Employer shall pay to Executive the amount, if any, of income taxes payable by Executive in connection with any penalty payments by Employer under clauses (i) or (ii) of this Paragraph 6(D). (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s 's employment shall cease as of the date provided in Executive’s 's notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the EmployerEmployer and reasonably satisfactory to Executive). During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B6(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease, provided, however, that Executive shall be entitled to the disability benefits set forth in Paragraph 6(B) below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Base Annual Salary commencing with the suspension or termination of employment pursuant to Paragraph 6(A) above by reason of physical or mental disability and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 of this Agreement, (ii) Executive shall fail to be, the loss or suspension by the State of Connecticut of Executive’s license for Class III gaming for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive Officer, to terminate Executive. Employer may suspend Executive without pay upon Executive’s arrest for any alleged felony against Employer or the Tribe. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or the Tribe, Executive’s suspended pay shall be reimbursed to him. In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute cause Cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause Cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at following termination, the his Base Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination); provided that such Base Annual Salary shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement. In addition, the parties understand and agree that should Employer terminate Executive’s employment other than for Cause, the Executive would reasonably want to withdraw his deferred compensation and Employer agrees, under such circumstances, to pay the penalty for early withdrawal of said deferred compensation in an amount not to exceed (i) the lesser of the actual penalty or $250,000 if such withdrawal occurs on or before December 31, 2009, and (ii) the lesser of the actual penalty or $166,650, if such withdrawal occurs after December 31, 2009 but on or before December 31, 2010. The Employer shall not be required to pay any portion of any penalty for early withdrawal of Executive’s deferred compensation if such withdrawal occurs after December 31, 2010. Additionally, the Employer shall be obligated to pay only the amount specified in clauses (i) or (ii) for the initial withdrawal of any portion of the Executive’s deferred compensation, and Employer shall not be obligated to pay any amount thereafter if Executive elects to make partial withdrawals of his deferred compensation. The Employer shall pay to Executive the amount, if any, of income taxes payable by Executive in connection with any penalty payments by Employer under clauses (i) or (ii) of this Paragraph 6(D). (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 Section 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive as compensation under this Agreement only such compensation as may be provided under the disability insurance described in Paragraph 8(BSection 6(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Section 6(B). (B) Executive shall be entitled to participate in Employer, at the sole expense of Employer, shall provide ’s disability insurance coverage program as is now or may hereafter be adopted by the Employer for Executiveits employees subject to any minimum employment period for eligibility. Such policy shall provide program currently provides payment of 5060% of Executive’s Base Annual Salary (subject to a maximum monthly benefit), commencing with suspension or termination of employment employment, pursuant to Section 6(A) above, by reason of physical or mental disability and for a period of two years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partdisability. (C) Subject to the provisions of this paragraphsubsection (C), the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph Section 9 of this Agreement, (ii) Executive shall fail to bethe loss, suspension, or revocation by the State of Connecticut, the Mohegan Tribal Gaming Commission, or any other gaming regulatory agency with jurisdiction over the Employer’s gaming operations and personnel, of Executive’s license for Class III and, as applicable, Class II gaming (“Executive’s Gaming License”) for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s loss or suspension of Executive’s Gaming License or his arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveEmployer or any of its affiliates. In the event that Executive’s Gaming License is restored or if Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or any of its affiliates, and Executive is not otherwise terminated for Cause as defined herein, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s loss or suspension of Executive’s Gaming License or Executive’s arrest or termination upon conviction of a crime, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ; provided, that nothing herein shall prevent Employer from suspending Executive, the Management Board of the with pay, from all operational functions and from access to Employer’s facilities upon giving such written notice. Employer shall meet with may, in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraphsubsection (D), the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paidpaid following such termination (i) a lump sum in the amount of twenty-five thousand dollars ($25,000) for relocation expenses, at terminationsubject to all deductions required by applicable law, the and (ii) his Base Annual Base Salary plus an annual bonus equal to one hundred percent for a period of twelve (100%12) of the Annual Base Salary months from the date of termination termination, provided that such Base Annual Salary shall be payable to Executive in the expiration date of this Agreement (without regard to any renewal right after same amount and at the date of termination)same intervals as would have been paid had his employment continued. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder. For the avoidance of doubt, Executive shall be entitled to pursue any such claim for material breach of this Agreement by Employer, provided that the Executive’s remedies for such material default by Employer, if any, shall in no case exceed recovery of the amounts in Section 6(D) above.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacitydays) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Paragraph 7(B) below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Paragraph 7(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 10 of this Agreement, (ii) Executive shall fail to bethe loss or suspension by the State of Connecticut or by the Mohegan Tribal Gaming Commission of Executive’s license for Class III and, as applicable, Class II gaming for a period of thirty (30) 30 consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveEmployer or any of its affiliates. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or any of its affiliates, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s arrest or termination upon conviction of a crime, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause Cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ExecutiveEmployer may, the Management Board of the Employer shall meet with in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at (i) on the date of such termination, a relocation payment in the amount of $15,000.00, which amount shall be subject to applicable withholding, and (ii) following such termination, his Base Annual Base Salary plus an annual bonus equal to one hundred percent for a period of twelve (100%12) of the Annual Base Salary months from the date of termination termination, provided that, such Base Annual Salary shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement (without regard to any renewal right after the date of termination).Agreement.. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Paragraph 7(B), below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Paragraph 7(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 10 of this Agreement, (ii) Executive shall fail to be, for a period of thirty (30) consecutive days, licensed the loss or suspension by the State of Connecticut or by the Mohegan Tribal Gaming Commission of Executive’s license for Class III gaming, (iii) Executive shall have been convicted of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive Officer, to terminate Executive. In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Causeand, as defined above. In the event applicable, Class II gaming for a period of termination other than for Cause, Executive shall be paid, at termination, the Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination). (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.thirty

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B9(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Paragraph 9(B), below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary commencing with suspension or termination of employment employment, pursuant to Paragraph 9(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury injury, and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained in Paragraph 9 10 of this Agreement, (ii) Executive shall fail to be, the loss or suspension by the State of Connecticut or by the Mohegan Tribal Gaming Commission of Executive’s license for Class III gaming for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s arrest for any alleged felony against the Employer, acting through Employer or the Chief Executive Officer, to terminate ExecutiveTribe. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or the Tribe, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s arrest, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. Employer may, in its sole discretion, give Executive an opportunity to rectify the reasons for termination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at following termination, the his Base Annual Base Salary Salary, plus an annual bonus equal to one hundred percent (100%) of the his Annual Base Salary Bonus, from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination); provided that such Base Annual Salary and Annual Bonus shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary and Annual Bonus shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in m this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Paragraph 7(B), below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Paragraph 7(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard ratesrams, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 10 of this Agreement, (ii) Executive shall fail to be, the loss or suspension by the State of Connecticut or by the Mohegan Tribal Gaming Commission of Executive’s license for Class III gaming for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of of’ his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s arrest for any alleged felony against the Employer, acting through Employer or the Chief Executive Officer, to terminate ExecutiveTribe. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or the Tribe, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s arrest, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. Employer may, in its sole discretion, give Executive an opportunity to rectify the reasons for termination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at following termination, the his Base Annual Base Salary plus an annual bonus equal to one hundred percent (100%) of the Annual Base Salary from the date of termination to the expiration date of this Agreement (without regard to any renewal right after the date of termination); provided that such Base Annual Salary shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement. (E) In the event that Executive voluntarily terminates his employment hereunder, . Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 Section 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive as compensation under this Agreement only such compensation as may be provided under the disability insurance described in Paragraph 8(BSection 7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Section 7(B). (B) Executive shall be entitled to participate in Employer, at the sole expense of Employer, shall provide ’s disability insurance coverage program as are now or may hereafter be adopted by the Employer for Executiveits employees subject to any minimum employment period for eligibility. Such policy shall provide currently provides payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Section 7(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part. (C) Subject to the provisions of this paragraphsubsection (C), the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 Section 10 of this Agreement, (ii) Executive shall fail to bethe loss, suspension, or revocation by the State of Connecticut, the Mohegan Tribal Gaming Commission, or any other gaming regulatory agency with jurisdiction over the Employer’s gaming operations and personnel, of Executive’s license for Class III and, as applicable, Class II gaming (“Executive’s Gaming License”) for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s loss or suspension of Executive’s Gaming License or his arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveEmployer or any of its affiliates. In the event that Executive’s Gaming License is restored or if Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or any of its affiliates, and Executive is not otherwise terminated for Cause as defined herein, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s loss or suspension of Executive’s Gaming License or Executive’s arrest or termination upon conviction of a crime, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ; provided, that nothing herein shall prevent Employer from suspending Executive, the Management Board of the with pay, from all operational functions and from access to Employer’s facilities upon giving such written notice. Employer shall meet with may, in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraphsubsection (D), the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at (i) on the date of such termination, a relocation payment in the amount of $15,000.00, which amount shall be subject to applicable withholding, and (ii) following such termination, his Base Annual Base Salary plus an annual bonus equal to one hundred percent for a period of twelve (100%12) of the Annual Base Salary months from the date of termination termination; provided that such Base Annual Salary shall be payable to Executive in the expiration date of this Agreement (without regard to any renewal right after same amount and at the date of termination)same intervals as would have been paid had his employment continued. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.

Disability Termination. (A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding 180 one hundred and eighty (180) consecutive days. Upon completion of such 180 one hundred and eighty (180) days (or if Executive shall be disabled by the same incapacity for an aggregate period of 180 one hundred and eighty (180) days in any period of 360 three hundred and sixty (360) consecutive days by the same incapacitydays) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer)) from such mental or physical disability. During any period of suspensionsuspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 8(B7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Paragraph 7(B), below. (B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Executive’s Base Annual Salary Salary, commencing with suspension or termination of employment employment, pursuant to Paragraph 7(A), above, by reason of physical or mental disability disability, and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in partpart for the time periods set forth in this paragraph. (C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, which shall mean only that defined as (i) Executive shall be in Executive’s violation of the restriction contained Restrictive Covenants as defined in Paragraph 9 10 of this Agreement, (ii) Executive shall fail to bethe loss or suspension by the State of Connecticut or by the Mohegan Tribal Gaming Commission of Executive’s license for Class III and, as applicable, Class II gaming for a period of thirty (30) consecutive days, licensed by the State of Connecticut for Class III gaming, (iii) Executive shall have been convicted Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive shall have intentionally committed a Executive’s intentional or material breach of of’ his obligations under this Agreement in order to cause Agreement. Employer may suspend Executive without pay upon Executive’s arrest for any alleged crime against the Employer, acting through the Chief Executive Officer, to terminate ExecutiveEmployer or any of its affiliates. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or any of its affiliates, Executive’s suspended pay shall be reimbursed to him. Except in the event of suspension upon Executive’s arrest or termination upon conviction of a crime, if Employer desires to terminate ExecutiveExecutive for Cause, the Employer shall give written notice specifying the act(s) claimed to constitute cause Cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of ExecutiveEmployer may, the Management Board of the Employer shall meet with in its sole discretion, give Executive an opportunity to discuss rectify the reasons for termination and to provide Executive with an opportunity to respondtermination. In the event Executive fails to cure rectify the act(s) claimed to constitute cause as set forth in the notice of termination, Executive will cease Executive’s employment with the Employer shall cease effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination. (D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, at (i) on the date of such termination, a relocation payment in the amount of $15,000.00, which amount shall be subject to applicable withholding, and (ii) following such termination, his Base Annual Base Salary plus an annual bonus equal to one hundred percent for a period of twelve (100%12) of the Annual Base Salary months from the date of termination termination; provided that such Base Annual Salary shall be payable to Executive in the same amount and at the same intervals as would have been paid had his employment continued, and provided further that all payments of such Base Annual Salary shall be paid to the Executive’s estate in the event of Executive’s death prior to the expiration date of this Agreement (without regard to any renewal right after the date of termination)Agreement. (E) In the event that Executive voluntarily terminates his employment hereunder, Executive’s employment shall cease as of the date provided in Executive’s notice to Employer of his voluntary termination, and thereafter, provided that the Employer shall not then be in material breach of this Agreement, Executive shall not be entitled to any further compensation hereunder.