EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 1st day of March, 2013 by and between XXXXX X. XXXX (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation with headquarters in Houston, Texas (“Employer” or “the Company”).

WHEREAS, Employer is in the business of developing, owning, and operating gaming facilities and lodging and entertainment facilities in the United States; and

WHEREAS, the Employer and Employee are parties to that certain Employment Agreement dated February 4, 2011. (the “2011 Employment Agreement”).

WHEREAS, the parties have agreed to terminate the 2011 Employment Agreement effective at the close of business on February 28, 2013 after which it shall be of no further force and effect.

WHEREAS, the Employer and Employee have agreed to enter into a new Employment Agreement on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. EMPLOYMENT. Employee agrees to continue as the Executive Vice President, Secretary and Chief Financial Officer of Nevada Gold and Casino Inc., under the terms and conditions of this Agreement.

2. TERM. The term of this Agreement is for a two year period commencing on March 1, 2013.

3. DUTIES AND TITLE. Employee’s title shall be that of Executive Vice President, Secretary and Chief Financial Officer. Employee shall have such powers and perform such duties as are customarily performed by an Executive Vice President, Secretary and Chief Financial Officer, including, but not limited to, overall responsibility for and authority over finance and accounting, and serving as principal financial officer of the Company. Employee shall report to the Chief Executive Officer of the Company. Employee shall perform his duties to the best of his abilities and shall devote substantially all of his working time to such duties.

4. COMPENSATION. Employer hereby agrees to provide Employee with the following compensation package which shall be reviewed annually by Employer’s Compensation Committee:

(a). Salary. Employer shall pay Employee an annual salary in the amount of Two Hundred Twenty-Five Thousand Dollars ($225,000) payable in the same manner as Employer pays its other executive employees, less required state and federal withholdings (the “Annual Salary”).

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(b) Vacation and Fringe Benefits. Employee shall be entitled to one (1) month paid vacation each year. In addition, and subject to the terms of any plans or policies governing such matters, Employee shall be entitled to receive (i) contributions to Employer’s Savings and other retirement plans at a rate at least as great as Employer contributes for its other senior executive employees; (ii) major medical and health insurance; (iii) customary reimbursement for travel and entertainment; (iv) reimbursement of Employee’s moving and relocation expenses to a new residence in Las Vegas, Nevada; (v) the cost of Employee selling his home in Rochester Hills, Michigan, including brokers fees, closing costs, title insurance, reasonable attorney’s fees and other incidental customary closing costs (“Relocation Expenses”); and, (vi) a tax equalization allowance related to his Relocation Expenses.

Employee agrees that if he voluntarily terminates his employment during the first year of this Agreement he shall promptly reimburse Employer for the pro rata portion of the cost of his relocation to Las Vegas. The pro rata calculation will be based on the number of days from the voluntary termination date till March 1, 2014, divided by 365, times the cost of his relocation to Las Vegas.

(c) Performance Bonuses. Employee shall be eligible for yearly bonuses up to 50% of his annual salary for achieving reasonable goals related to profitability and/or strategic goals established in the first 30 days of the fiscal year by the Board of Directors and/or the Compensation Committee.

(d) Stock Options. All Stock Options previously granted to Employee are subject to the terms and conditions of Employer’s stock option plan.

5. TERMINATION AND COMPENSATION UPON TERMINATION.

(a) Termination without Cause by Employer. Employer may terminate Employee’s employment at any time without Cause (as defined in Section 5(c) below) by giving prior, written notice to Employee. In such case, Employer shall pay the Annual Salary to Employee for the remaining term of this Agreement plus pro rata performance bonus, accrued vacation and fringe benefits. Employer shall pay Employee, on the same pay dates on which and in the same manner by which it pays its current employees. All stock options granted but not vested at such time shall immediately become fully vested in Employee. For purposes of calculating the performance bonus, if same is due to Employee in the event of such termination, Employer shall apply the same percentage of performance bonus paid in the fiscal year preceding the fiscal year during which the termination becomes effective, prorated for the portion of the fiscal year that transpired prior to the termination.

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(b) Change of Control. Employee may terminate Employee’s employment in the event of a “Change of Control” defined as the sale of substantially all of the Employer’s assets, acquisition by a third party of more than 50% of Employer’s stock, merger, or other business combination with an unaffiliated entity or person. In the event of such a termination, Employer shall pay to Employee in a lump sum the compensation owed pursuant to the remaining term of this agreement but in no event less than an amount equal to twelve months Annual Salary plus pro rata performance bonus, accrued vacation, and fringe benefits. In addition, all stock options granted but not yet vested shall immediately become fully vested in Employee. Employee must give notice of any termination under this subsection within thirty (30) days of the occurrence of the event he believes gives rise to a Change of Control. For purposes of calculating the performance bonus, if same is due to Employee in the event of such termination, Employer shall apply the same percentage of performance bonus paid in the fiscal year preceding the fiscal year during which the termination becomes effective, prorated for the portion of the fiscal year that transpired prior to the termination.

(c) Termination for Cause. Employer may terminate Employee’s employment for “Cause” at any time. Such a termination shall be effective as specified by Employer. In the event of a termination by Employer for “Cause,” Employee shall be entitled only to his salary, accrued vacation, and fringe benefits through the effective date of termination. Any unvested stock options shall be forfeited. All stock options granted which have vested will be treated as prescribed under Employer’s Stock Option Plan and the Stock Option Agreement. “Cause” means: (i) the Employee’s conviction of, or entry of a plea agreement or consent degree or similar arrangement with respect to, a felony, other serious criminal offense or offense involving moral turpitude, or any violation of federal or state securities law; (ii) Employee’s material violation of Employer’s written policies; (iii) Employee’s material breach of this Agreement, (iv) the final revocation, suspension, or impairment (after all applicable appeals) of Employee’s gaming license in any jurisdiction in which Employer is required to have a gaming license, or a finding (after all applicable appeals) by any authority in any such jurisdiction that Employee is unsuitable to hold a gaming license; or (v) Employee’s gross misconduct in the performance of Employee’s duties hereunder. Any termination of the Employee’s employment by Employer pursuant to this Section 5 (c) shall be communicated by a notice of termination which shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision invoked.

(d) Termination due to Inability to Perform Essential Functions. Employer may terminate Employee’s employment if Employee becomes unable to perform the essential functions of his position due to disability for a period greater than six months despite any reasonable accommodation required by law. In the event of a termination under this subsection, Employee shall be entitled only to his salary, accrued vacation, and fringe benefits for a period of one (1) year following the effective date of termination and thereafter to any benefits to which Employee is entitled under the Company’s disability policy. In the case of granted but unvested stock options, those unvested stock options which would become vested within such one (1) year period shall become vested and the remaining granted but unvested stock options shall be forfeited. Otherwise, the stock options will be treated as prescribed under Employer’s Stock Option Plan and the Stock Option Agreement.

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6. CONFIDENTIALITY, PROPERTY, COMPETITION, SOLICITATION.

(a) Ownership. Employee agrees that all inventions, copyrightable material, business and/or technical information, marketing plans, customer lists and trade secrets which arise out of the performance of this Agreement are the property of Employer.

(b) Confidentiality. Except as is consistent with Employee’s duties and responsibilities within the scope of his employment with Employer, Employee agrees to keep confidential indefinitely, and not to use or disclose to any unauthorized person, information which is not generally known and which is proprietary to Employer, including all information that Employer treats as confidential, (“Confidential Information”). Upon termination of Employee’s Employment, Employee will promptly turn over to Employer all software, records, manuals, books, forms, documents, notes, letters, memoranda, reports, data, tables, compositions, articles, devise, apparatus, marketing plans, customer lists and other items that disclose, describe or embody Confidential Information including all copies of the Confidential Information in his possession, regardless of who prepared them.

(c) Non-competition. If Employee’s employment hereunder is terminated as a result of the application of paragraph 5(c), then for a period of one (1) year after the effective date of termination, Employee agrees not to compete, directly or indirectly (including as an officer, director, partner, employee, consultant, independent contractor, or more than 5% equity holder of any equity) with Employer in any way concerning the ownership, development or management of any gaming operations or facility within a 75-mile radius of any gaming operations or facility with respect to which Employer (or any of its affiliates) owns or renders substantial, paid, consulting or management services at the time of termination. Notwithstanding the foregoing, this provision will not apply to the metropolitan area of Las Vegas, Nevada.

(d) Non-solicitation. Employee agrees not to solicit or recruit, directly or indirectly, any management employee of Employer for employment during the one (1) year period after termination of his employment relationship with Employer.

7. NOTICES. All notices and communications shall be sent by certified mail, return receipt requested, or by hand delivery, to the following parties:

If to Employee:	Xxxxx X. Xxxx
	0000 Xxx Xxxxxxxx Xxx
	Xxxxxxxxx, Xxxxxx 00000
With a copy to:
If to Employer:	Xxxxxxx X. Xxxxxxxxxx
	Chief Executive Officer
	Nevada Gold & Casinos, Inc.
	000 X. Xxxx Xxxxxxx Xxxx
	Xxxxx 000
	Xxx Xxxxx, Xxxxxx 00000

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With a copy to:	Xxxxxx X. East
	Chief Compliance Officer
	Nevada Gold & Casinos, Inc
	000 X. Xxxx Xxxxxxx Xxxx
	Xxxxx 000
	Xxx Xxxxx, Xxxxxx 00000

8. GOVERNING LAW AND VENUE. This Agreement herein shall be construed, regulated and administered under the laws of the State of Nevada and of the United States of America. Any lawsuit or other civil action brought arising from or related to Employee’s employment with Employer or this Agreement shall be brought and maintained in a state or federal court in Las Vegas, Nevada, Except that this provision does not preclude Employer from removing to federal court any action filed by Employee and, to the extent permissible, Employee hereby consents to such removal.

9. BINDING EFFECT AND ASSIGNMENT. This Agreement shall be binding on and inure to the benefit of the respective parties hereto, their heirs, successors and assigns. Subject to the provisions of Section 5(d), Employer may assign this Agreement in connection with a merger, consolidation, assignment, sale or other disposition of substantially all of its assets or business. This Agreement may not be assigned by Employee.

10. MODIFICATION. This Agreement may not be amended in any manner without the express, written consent of the parties hereto.

11. ENTIRE AGREEMENT. This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writings and understandings between the parties concerning the matters herein or therein.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on this 27th day of February, 2013.

EMPLOYER			EMPLOYEE
By:	/s/Xxxxxxx X. Xxxxxxxxxx		/s/Xxxxx X. Xxxx
	Xxxxxxx X. Xxxxxxxxxx		Xxxxx X. Xxxx
	Chief Executive Officer
	Nevada Gold & Casinos, Inc.

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