May 20, 1997
Xxxxx X. Xxxxxxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Re: Employment Agreement with Argosy Gaming Company
Dear Xx. Xxxxxxxxxxx:
I am pleased to offer you employment with Argosy Gaming Company (the
"Company") under the following terms:
1. TITLE AND DUTIES.
Your title shall be Vice President of Operations. As such, you
shall report to the Chief Executive Officer. You shall have all of the
authority and duties usual and customary to the Vice President of Operations
of a publicly-traded corporation.
2. PLACE OF WORK.
Headquarters for the Company is currently in Alton, Illinois. You
shall maintain an office at headquarters.
3. TERM.
The Term of this Agreement shall be three (3) years from June 1, 1997
("Effective Date"), subject to the termination pursuant to Section 11.
4. BASIC COMPENSATION
Your basic compensation shall be $225,000 annually payable in
substantially equal monthly payments commencing from the Effective Date, subject
to usual and customary deductions for taxes, governmental charges, and customary
contributions to health, welfare and insurance programs maintained by the
Company for the senior officers of the Company.
5. ADDITIONAL COMPENSATION
Promptly after your execution of this Agreement, the Company shall
issue to you from the authorized and unissued shares, 40,000 shares of common
stock ("Additional Compensation") and such shares when issued shall be held in
escrow for you. Issuance of such shares shall be subject to listing on the New
York Stock Exchange and such shares shall be "restricted securities" under the
federal securities laws. At the end of 18 months from the Effective Date 40% of
the Shares held in escrow shall be released form escrow and delivered to
you if you are still employed by the Company and at the end of the Term the
balance of the shares held in escrow shall be released from escrow and
delivered to you if you are still employed by the Company. You shall be
entitled to any dividends (stock or cash) or the benefits of any stock split
with respect to the shares distributed to you from the escrow. You shall
also have the right to vote the Shares.
6. EXPENSES.
You shall be entitled to reimbursement for all expenses reasonably
associated with the Company's business.
7. AUTOMOBILE.
You shall receive an allowance for an automobile in the amount of
$600.00 monthly, which shall include the cost of owning or leasing of the car,
mileage, maintenance, gas, oil and insurance, and covers your car usage in Xxxxx
and Colorado while in your commuting mode.
8. EXECUTIVE AND MANAGEMENT OPTIONS.
The Stock Option Committee will grant you 105,000 option shares and
such shares shall vest in equal amounts (ie., 1/3) over a three year period to
track the Term. The 105,000 option shares shall be granted on the Effective
Date (at the closing market price on the date of the grant).
9. BENEFITS.
You shall be eligible to participate in all benefit plans as provided
to any officer of the Company. These benefits may change from time to time. At
this time it is believed the benefits include (a) family medical and dental
benefits, (b) a 401K plan, (c) a group life insurance plan, (d) a disability
plan. The current specific benefits are described in the Employee Benefits
Handbook. Additionally, you shall be entitled to coverage or reimbursement for
any family medical and dental costs not covered by the Company's plans, subject
to regulatory guidelines.
10. VACATION/SICK LEAVE
You shall be entitled to four weeks annual paid vacation which may be
taken during your first year of employment and each succeeding year. You shall
be entitled to 30 continuous days sick leave for when you are ill, with 60 days
on an annual basis. If unable to return to your duties at the end of 30 days
with reasonable accommodation, you should be eligible to participate in the long
term disability described in Paragraph 9 and your office shall be considered
vacant and your employment terminated.
11. TERMINATION
Your employment with the Company during the Term may be terminated (a)
by the Company for cause (as defined below); (b) by the Company at any time
without cause, or (c) by you at any time.
"Cause" shall mean the following:
(i) fraud or embezzlement with respect to the Company by you; (ii)
material breach by you of this Agreement; (iii) failure to adhere to any
reasonable and lawful rule or directive of the Board; (iv) gross or willful
neglect of duties; (v) alcohol or drug dependency; (vi) death; (vii) permanent
disability preventing the performance of your duties with reasonable
accommodation of more than 30 continuous days or 60 days in any 12 month period;
or (viii) your failure to qualify (or having so qualified being thereafter
disqualified) under any suitability or licensing requirement to which you may
be subject by reason of your position with the Company under any gaming laws or
regulations as determined by any applicable gaming authority.
If the purported cause of termination is the reasons set forth in
(ii), (iii) or (iv) above the Company must give notice to you of the cause in
writing specifying the purported cause and allow you 60 days to cure the
purported cause.
If your employment with the Company is terminated by the Company for
"cause" or if you voluntarily terminate your employment prior to the end of the
Term you shall only be entitled to (i) your basic compensation and other
benefits to the date of termination; and (ii) the portion, if any, of the
Additional Compensation delivered to you prior to termination; however, the
portion then held in escrow shall be forfeited.
If you employment with the Company is terminated by the Company other
than for "cause" then you shall be entitled to (i) your basic compensation
($225,000) in monthly installments for the 12 months following termination; (ii)
out- placement service for 6 months following termination; (iii) relocation
expenses up to $25,000; (iv) the portion, if any, of the Additional Compensation
delivered to you prior to termination; however, the portion then held in escrow
shall be forfeited; and (v) unless you go to work for a competitor you shall
have 90 days after the date of termination to exercise your vested stock
options.
12. MOVING EXPENSES.
The Company shall reimburse you for all reasonable costs related to
the move of your personal belongings and family from Colorado to the Alton/St.
Xxxxx area. Relocation expenses shall include the commission on the sale of
your Colorado home.
13. RELOCATION EXPENSES.
The Company shall reimburse you for actual lodging expenses incurred
by you and your family while seeking a new home in the Alton/St. Xxxxx area
including, a temporary residence not to exceed $2,500 per month. This benefit
shall be limited to a period equal to the lesser of 12 months or as long as you
own your current home, provided your home is listed and at a reasonable price.
If any expenses reimbursed pursuant to Paragraphs 12 and 13 herein result in
federal or state income taxation associated with the reimbursement, the Company
shall reimburse you for the taxes actually paid.
14. REPRESENTATION.
As part of the inducement for you to accept this offer, the Company
has represented to you that its public financial statements reflect fully and
accurately in all material respects the Company's financial operations and
development status (including without limitation, Lawrenceburg, Indiana) with no
material omissions.
15. NO ASSIGNMENT
This Agreement may not be assigned.
16. CHANGE OF CONTROL.
Should more than 51% of the common stock of the Company be sold to,
purchased by or otherwise subject to the control of a third party not currently
owning more than 5% of the common stock or should substantially all of the
assets of the Company be sold, then you shall be entitled to the following if
you are terminated: (i) Additional Compensation held in escrow; (ii) all your
stock options shall vest and (iii) you shall be entitled to the items set forth
in Section 11 as if you were terminated by the Company other than for "cause."
17. NON-COMPETE.
Should you voluntarily terminate your employment hereunder or be
terminated with cause, you shall not compete with the Company in any
jurisdictions where it currently maintains gaming facilities (including managed
properties) for a period of 12 months following such resignation or termination
and you agree not to solicit any of the Company's management employees for such
12 month period. Should your employment hereunder be terminated without cause
you shall not compete with the Company in any jurisdictions where it currently
maintains gaming facilitated (including managed properties) for as long as the
Company is paying you.
18. CONFIDENTIALITY.
As a condition of this Agreement and you employment with the Company,
you must sign and honor our employee confidentiality and non-disclosure
agreement presently in effect by the Company.
19. ENTIRE AGREEMENT/AUTHORIZATION/BINDING/NO WAIVER/GOVERNING LAW.
This writing represents the entire Agreement between the parties and
may only be modified in writing signed by the parties. The signer of this offer
is fully authorized by the Company to make the offer contained herein. This
Agreement is binding on the employer and its successors and assigns. No waiver
of any provision shall constitute a general waiver for future purposes. This
Agreement may be signed in counterparts. This Agreement shall be governed by
the laws of the State of Illinois.
I believe the above sets out the terms of our agreement. I look
forward to working with you. Please acknowledge you acceptance of this offer
by signing below and returning a copy to me by 5:00 p.m. central time on
May 21, 1997.
Very truly yours,
ARGOSY GAMING COMPANY
By: /s/ Xxxxx X. Xxxxx
______________________________
Title: President & CEO
___________________________
AGREED AND ACCEPTED
By: /s/ Xxxxx X. Xxxxxxxxxxx
_________________________
Dated: 5/21/97
______________________
