1
EXHIBIT 10.79
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT is entered into as of the 31st day
of December, 1997, between Grand Casinos, Inc. ("GCI"), a
Minnesota corporation, and Xxxx Xxxxxx ("Executive").
WHEREAS, GCI owns common stock in New Horizon's Kid Quest, Inc.
and Innovative Gaming Corporation of America (individually a
"Company" and collectively the "Companies"); and
WHEREAS, Executive is a director and officer of GCI; and
WHEREAS, Executive is also a director of each of the Companies;
and
WHEREAS, GCI desires to have Executive continue to serve as a
director of each of the Companies; and
WHEREAS, Executive is willing to continue to serve as a director
of each of the Companies on the condition that GCI provide to
Executive the indemnification described in this Agreement;
NOW THEREFORE, in consideration of the mutual promises and
agreements stated in this Agreement, GCI and Executive hereby
agree as follows:
1. Indemnification by GCI. GCI hereby acknowledges and
agrees that it is in the best interest of GCI that Executive
continue to serve as a director of each of the Companies.
Accordingly, GCI hereby agrees that the indemnification
provisions of Article 6 of GCI's Amended and Restated Bylaws (as
adopted January 15, 1991), as may from time-to-time be amended,
shall apply to Executive's acts and omissions as a director of
each Company. Such indemnification provisions shall apply to any
and all such acts and omissions with respect to each Company
during all times during which Executive is both (i) a director of
GCI, and (ii) a director of such Company.
2. Indemnification Limited. Executive hereby acknowledges
and agrees that the indemnification described in Section 1 above
is subject to such limitations and restrictions as may from
time-to-time apply to the indemnification provided by GCI with
respect to acts and omissions of GCI
1
2
directors in their capacities as directors of GCI, including such limitations
and restrictions as may from time-to-time be imposed by the laws of the State
of Minnesota.
3. Determination of Eligibility. Any determination whether
Executive is entitled to indemnification under this Agreement
because Executive has complied with the applicable provisions of
the bylaws of GCI or laws of the State of Minnesota to which
Section 2 above refers shall be made by the board of directors of
GCI (the "board") by a majority of a quorum of the Board
(excluding Executive); provided, however, that if the Board fails
to make a determination or makes an adverse determination, then
Executive shall have the right to seek a determination of such
entitlement by a court of competent jurisdiction.
4. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of any and all successors, assigns,
heirs, estates, representatives and administrators of the parties
hereto.
5. Amendments. This Agreement shall not be amended or
modified expect by written amendment signed by each of the
parties hereto.
6. Other Agreements. This Agreement supplements and does
not replace and is not intended to affect any other agreement
between GCI and Executive that now exists or may in the future
exist.
7. Survival. The rights of Executive under this Agreement
shall survive and continue in effect with respect to each Company
so long as Executive is a director of GCI and such Company.
After Executive ceases to be a director of GCI, this Agreement
shall survive and continue in effect for the acts and omissions
of Executive as a director of each Company, which acts or
omissions occurred prior to the time at which Executive ceases to
be a director of GCI.
8. Savings. If any provision or application of this
Agreement is found to be unlawful or unenforceable, then the
other provisions and all other applications of this Agreement
shall, to the fullest extent permitted by applicable law, remain
in full force and effect.
9. Governing Law. This Agreement shall be interpreted under
and governed by the laws of the State of Minnesota.
2
3
IN WITNESS WHEREOF, the parties hereto have signed this Agreement
as of the effective date stated above.
Grand Casinos, Inc. Xxxx Xxxxxx
By /s/ Xxxxxx X. Xxxxxx /s/ Xxxx Xxxxxx
--------------------------- ---------------------
Name: Xxxxxx X. Xxxxxx
Title: CEO and President
3
