EXECUTIVE OFFICER SALARY/BONUS AGREEMENT
This Agreement is entered into this 15 day of April, 1998, effective as
of the 1st day of January, 1998, by and between Casino Magic Corp. (the
"Company") and Xxx X. Xxxxx (the "Employee").
RECITALS
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A. The Employee is employed by the Company as its Treasurer and Chief
Financial Officer.
B. The Company and the Employee are parties to an Employment
Agreement dated October 2, 1995, which has an initial termination date (as
extended) of October 10, 1998 (the "Employment Agreement").
C. Under the Employment Agreement, Employee is entitled to a salary
at the annual rate of $200,000 in 1998, and is currently being paid a salary
at the annual rate of $210,000.
D. Employee is desirous of participating in the Company's 1998
Executive Officer Bonus Plan (the "Plan"), a copy of which has been provided
to Employee.
E. The Compensation Committee has adopted resolutions regarding the
payment of bonuses to Employee under the Plan.
AGREEMENT
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Accordingly, the Company and Employee agree as follows:
1. Bonus Plan. Employee shall be a Participant in the Plan, based
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upon the resolutions of the Compensation Committee adopted on March 20, 1998
(the "Resolutions"), a copy of which Resolutions has been provided to
Employee.
2. Salary. The Company shall pay and the Employee will accept a
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salary at the annual rate of $178,500 in semi-monthly installments, commencing
April 1, 1998, through December 31, 1998.
3. Maximum Compensation. Employee shall be entitled to retain all
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amounts of salary paid through March 31, 1998 based upon the annual rate set
forth in paragraph C of the Recitals; provided that no amount of Bonus (as
defined under the Plan) shall be paid to Employee which would result in
Employee receiving, at any time for the calendar year 1998, an amount which
exceeded (i) the salary payable at the rate set forth in paragraph 2, as if
paid in semi-monthly installments commencing January 1, 1998, plus (ii) the
amount of any Bonus earned under the Plan.
4. Superseding Effect. This Agreement shall amend and supersede the
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provisions of all other agreements between the Company and Employee relating
to the amount of Employee's base salary, including that contained in the
salary provision of the Employment Agreement, and eliminates and voids Section
1(c) of the Employment Agreement relating to a two year renewal of Employee's
employment. Except for provisions relating to salary and Section 1(c) of the
Employment Agreement, all written agreements between the Company and Employee
shall remain in full force and effect.
5. Acknowledgement by Employee. Employee acknowledges that by
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executing this Agreement, Employee is accepting a salary payable at a lower
rate than he would otherwise be entitled, and that the criteria for the
payment of a Bonus under the Plan and Resolutions may not be met at one or
more times for the calendar year 1998, and that as a result, Employee's
compensation in 1998 may be less than that which he would have gotten had he
not executed this Agreement.
6. No Guaranty of Employment. Nothing in this Agreement, the Plan or
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the Resolutions shall be construed as an agreement for continued employment of
Employee, and Employee acknowledges that, except as may be provided under any
other written agreement between the Company and Employee, Employee is an
at-will employee of the Company subject to termination with or without cause
upon notice.
7. Waiver. No waiver of any term, condition or covenant of this
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Agreement by a party shall be deemed to be a waiver of any subsequent breaches
of the same or other terms, covenants or conditions hereof by such party.
8. Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed to be an original, and all such counterparts
shall constitute one instrument.
9. Construction. Whenever possible, each provision of this Agreement
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shall be interpreted in such manner as to be effective or valid under
applicable law, but if any provision of this Agreement shall be prohibited by
or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
10. Applicable Law. This Agreement shall be governed by, and
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construed in accordance with, the laws of the state of Mississippi.
11. Attorneys Fees. In the event a judgment is entered against any
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party hereto in a court of competent jurisdiction based upon a breach of the
terms of this Agreement, the prevailing party shall be entitled to receive, as
part of any award, the amount of reasonable attorney's fees and expenses
incurred by the prevailing party in such action. A party shall be deemed to
have prevailed if the judgment entered (without including attorney's fees and
expenses) is more favorable to that party than any offer of settlement made to
that party within twenty days after the services of the complaint in such
action.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.
CASINO MAGIC CORP. EMPLOYEE
By: _________________________________
_________________________________
Xxxxx X. Xxxxx, President Xxx X. Xxxxx
