EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this 6TH day
of DECEMBER, 1999, by and between HARVEYS CASINO RESORTS, a Nevada corporation,
hereinafter referred to as "HARVEYS" and/or "EMPLOYER," and XXXX X. XXXXXXXX,
hereinafter referred to as "EMPLOYEE":
W I T N E S S E T H:
WHEREAS, HARVEYS desires to continue to secure the benefits of
EMPLOYEE's background, knowledge, experience, ability, expertise and industry to
promote and maintain HARVEYS stability, growth, viability and profitability; and
WHEREAS, HARVEYS desires to continue to engage the services of EMPLOYEE
who is desirous of being employed by HARVEYS under the terms and conditions as
herein set out; and
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, together with other good and valuable consideration
the receipt of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
I
DEFINITIONS
1.01 EMPLOYEE shall at all times mean XXXX X. XXXXXXXX.
1.02 EMPLOYER shall at all times mean HARVEYS CASINO RESORTS, a Nevada
corporation, and its Successors in Interest together with its subsidiaries.
1.03 HARVEYS shall at all times mean HARVEYS CASINO RESORTS, a Nevada
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corporation, and its Successors-in-Interest together with its subsidiaries.
1.04 Successor in Interest shall mean any entity which is the successor
or assign of HARVEYS, at law or at equity, and shall include without limitation,
any entity into which HARVEYS is merged or consolidated, and any entity to which
all or substantially all of the assets or businesses of HARVEYS are transferred.
II
NATURE OF EMPLOYMENT AND DUTIES OF EMPLOYEE
2.01 Effective upon the commencement date of the term of this
Agreement, EMPLOYEE shall become Senior Vice-President of Human Resources of
HARVEYS CASINO RESORTS, Corporate Offices located in Xxxxxxx County, Nevada, or
assume such other position as determined by the President/Chief Executive
Officer of HARVEYS. EMPLOYEE shall do and perform all services, acts, or things
necessary or advisable to assist in the management and conduct of the business
of EMPLOYER, subject always to the policies as set forth by the Board of
Directors.
2.02 EMPLOYEE shall be responsible for the creation, installation, and
ongoing direction and monitoring of human resources programs for properties
owned and operated by Harveys Casino Resorts; oversee the development and
implementation of compensation and benefits administration, health care claims
processing, 401(k) administration, employment and personnel policy initiation,
succession planning, executive development, risk management, employee relations,
Board of Review system, and other corporate employee programs, and such other
responsibilities or duties that HARVEYS may assign from time to time.
2.03 EMPLOYEE has reviewed and concurs with his responsibilities and
duties as set
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forth in Section 2.02 above.
2.04 EMPLOYEE shall devote his entire productive time, ability and
attention to the business of EMPLOYER during the term of this Agreement.
EMPLOYEE shall not directly or indirectly render any service of a business,
commercial or professional nature, to any other person or organization, whether
for compensation or otherwise, without the prior written consent of the
President/Chief Executive Officer of HARVEYS except that EMPLOYEE shall not be
precluded from involvement in charitable or civic activities or his personal
financial investments provided the same do not interfere with EMPLOYEE's time or
attention to the business of EMPLOYER.
2.05 EMPLOYEE agrees, to the best of his ability and experience, to at
all times conscientiously perform all of the duties and obligations expressly
required of EMPLOYEE.
III
TERM OF EMPLOYMENT
3.01 EMPLOYER hereby employs EMPLOYEE, and EMPLOYEE hereby agrees to be
employed by EMPLOYER for a period of at least two (2) years commencing on the
10th day of December 1999, and terminating on the 9th day of December, 2001.
This Agreement may be terminated earlier as hereinafter provided or may be
extended or modified only by written document signed by both parties hereto
specifically referencing this instrument.
IV
TERMINATION OF EMPLOYMENT WITHOUT CAUSE
4.01 EMPLOYEE may be terminated at any time, without cause, or as
referenced in paragraph 5 herein, by EMPLOYER on thirty (30) days' prior written
notice to EMPLOYEE. In the
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event of such termination without cause, EMPLOYEE shall continue to be paid
EMPLOYEE's annual salary as set forth in Paragraph 6.01, as such salary may be
modified from time to time, and continue to receive medical, vision and dental
benefits as set forth in Paragraph 7.06 for the balance of the contract term, or
twelve (12) months, whichever is lesser.
4.02 EMPLOYEE may, at EMPLOYEE's option and right, terminate this
Agreement at any time by giving HARVEYS thirty (30) days prior written notice.
Upon any such termination of this Agreement by EMPLOYEE, EMPLOYER shall be under
no obligation to EMPLOYEE except to pay EMPLOYEE's then annual salary and
perquisites for services performed up to the effective date of termination.
4.03 If during the term hereof EMPLOYEE shall die or become disabled,
EMPLOYEE shall be entitled to such death and/or disability benefits that may be
due EMPLOYEE under any benefit plans of EMPLOYER in effect from time to time in
which EMPLOYEE is eligible to participate.
V
TERMINATION OF EMPLOYMENT FOR CAUSE
5.01 EMPLOYER may at any time, at its election, by providing written
notice to EMPLOYEE stating with specificity the reason for the termination,
immediately terminate this Agreement and the employment term should EMPLOYEE:
(a) be negligent or willfully malfeasant in the performance of
EMPLOYEE's duties to EMPLOYER set forth in Article II hereof;
(b) be convicted of any felony or a crime involving moral
turpitude;
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(c) be dishonest with respect to EMPLOYER (including without
limitation, fraud);
(d) use or impart any confidential or proprietary information
of EMPLOYER or any of its subsidiaries or affiliates in violation of EMPLOYER's
policy regarding confidentiality or any confidentiality or proprietary agreement
to which EMPLOYER is a party, which act or actions have a material adverse
affect on EMPLOYER; or
(e) fail to obtain or retain any permits, licenses, or
approvals which may be required by any state or local authorities in order to
permit EMPLOYEE to continue employment as contemplated by this Agreement. Upon
the occurrence of any of the above, at EMPLOYER's sole option, EMPLOYEE's
employment shall immediately terminate and EMPLOYER shall be under no further
obligation to EMPLOYEE except to pay EMPLOYEE his annual salary for such
services as may have been performed up to the date of such termination.
VI
COMPENSATION OF EMPLOYEE
6.01 ANNUAL SALARY - EMPLOYEE shall receive an annual salary of One
Hundred Eighty Five and 00/100 Dollars ($185,000.00), payable in at least
monthly installments, less all applicable Federal, State and Local Taxes, Social
Security and any other government mandated deductions. EMPLOYEE's annual salary
shall be subject to an annual review, as determined by EMPLOYEE's direct
supervisor, and the President/Chief Executive Officer of HARVEYS within the
parameters
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set forth by HARVEYS' Board of Directors.
VII
OTHER PERQUISITES
7.01 HARVEYS 401(K) PLAN - During the employment term, EMPLOYEE shall
be allowed to participate in HARVEYS 401(k) Plan as such plan may be in effect
and amended from time to time.
7.02 VACATION - EMPLOYEE shall be entitled to vacation and holiday pay
in accordance with EMPLOYER's policy for EMPLOYEE's position as may be in place
from time to time, with credit being given as of EMPLOYEE's original hire date.
7.03 COMPLIMENTARY PRIVILEGES - EMPLOYEE shall be entitled to Level I
complimentary privileges as are afforded all other corporate employees of equal
job code.
7.05 MANAGEMENT INCENTIVE PLAN (MIP) - EMPLOYEE shall be eligible to
participate in EMPLOYER's Management Incentive Plan as such plan may be in
effect or amended from time to time.
7.06 MEDICAL, VISION AND DENTAL INSURANCE - EMPLOYER shall provide
medical, vision and dental benefits to EMPLOYEE and EMPLOYEE's spouse and
dependents in accordance with EMPLOYER's Class I coverage under EMPLOYER's
Executive Medical Plan, as such plan may be in effect or amended from time to
time.
7.07 DEFERRED COMPENSATION PROGRAM - EMPLOYEE shall be allowed to
participate in EMPLOYER's Deferred Compensation Program as said program may be
in effect or amended from time to time.
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7.08 GROUP LIFE INSURANCE - During the term of this Agreement, EMPLOYER
shall furnish EMPLOYEE with Group Term Life Insurance and Accidental
Death/Dismemberment Insurance with the maximum benefit being equal to two (2)
times EMPLOYEE's annual salary, up to a maximum of $500,000.00.
7.09 GROUP LONG TERM DISABILITY - During the term of this Agreement,
EMPLOYER shall furnish EMPLOYEE with Group Term Disability insurance in
accordance with EMPLOYER's then existing policy. The maximum insurance benefit
to be paid EMPLOYEE shall be sixty percent (60%) of EMPLOYEE's annual salary to
be paid for the duration of EMPLOYEE's permanent disability.
7.10 STOCK OPTIONS AND STOCK GRANTS - EMPLOYEE's rights to stock
options and/or stock grants, are those set forth in the Management Stock Option
and Restricted Stock Agreement, dated as of February 2, 1999, as may be amended
from time to time and as supplemented by action of the Board of Directors in
Resolution 1999-5.
7.03 SERP - EMPLOYEE shall continue to participate in the Company's
SERP Plan, as such Plan may be amended from time to time by the EMLOYER.
VIII
ARBITRATION
8.01 Except as necessary for EMPLOYER and its subsidiaries, affiliates,
successors or assigns or EMPLOYEE to specifically enforce or enjoin a breach of
this Agreement (to the extent such remedies are otherwise available), the
parties agree that any and all disputes that may arise in connection with,
arising out of or relating to this Agreement, or any dispute that relates in any
way,
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in whole or in part, to EMPLOYEE's employment with EMPLOYER or any
subsidiary, the termination of that employment or any other dispute by and
between the parties or their subsidiaries, affiliates, successors or assigns,
shall be submitted to binding arbitration in Xxxxxxx County, Nevada according to
the National Employment Dispute Resolution Rules and procedures of the American
Arbitration Association. The parties agree that the prevailing party in any such
dispute shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which he or it may be entitled.
This arbitration obligation extends to any and all claims that may arise by and
between the parties or their subsidiaries, affiliates, successors or assigns and
expressly extends to, without limitation, claims or causes of action for
wrongful termination, impairment of ability to compete in the open labor market,
breach of an express or implied contract, breach of the covenant of good faith
and fair dealing, breach of fiduciary duty, fraud, misrepresentation,
defamation, slander, infliction of emotional distress, disability, loss of
future earnings and claims under the Nevada Constitution, the United States
Constitution, and applicable state and federal fair employment laws, federal and
state equal employment opportunity laws, and federal and state labor statutes
and regulations, including, but not limited to, the Civil Rights Act of 1964, as
amended, the Fair Labor Standards Act, as amended, the Americans With
Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as
amended, the Employee Retirement Income Security Act of 1974, as amended, the
Age Discrimination in Employment Act of 1967, as amended, and other state or
federal law.
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IX
MISCELLANEOUS
9.01 This Agreement shall be construed and governed by the laws of the
State of Nevada.
9.02 This Agreement, shall bind and inure to the benefit of the
EMPLOYER, its successors and assigns and EMPLOYEE, his heirs, executors and
administrators. No transfer or assignment of this Agreement shall release
EMPLOYER from any obligation to EMPLOYEE hereunder.
9.03 Notices to or for the respective parties shall be given in writing
and delivered in person or mailed by certified or registered mail, addressed to
the respective party at the address as set out below, or at such other address
as either party may elect to provide in advance in writing, to the other party:
EMPLOYEE:
Xxxx X. Xxxxxxxx
Xxxx Xxxxxx Xxx 00000
Xxxxxx Xxxx, XX 00000
EMPLOYER:
HARVEYS CASINO RESORTS
Attn: XXXXXXX X. XXXXXXX
President/Chief Executive Officer
Highway 50 and Xxxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxxxx, XX 00000
WITH A COPY TO:
Xxxxxx X. Xxxxxx, Esq.
XXXXXXXXX & XXXXXX, LTD.
276 Xxxxxxxxx Grade, Xxxxx 0000
0
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxx, XX 00000
9.04 Should any provision of this Agreement be held to be invalid,
illegal, or unenforceable by reason of any rule of law or public policy, all
other provisions of this Agreement shall remain in effect. No provision of this
Agreement shall be deemed dependent on any other provision unless so expressed
herein.
9.05 Nothing contained in this Agreement shall be construed to require
the commencement of any act contrary to law. Should any conflict between any
provision of this Agreement and any statute, law, ordinance, or regulation,
contrary to which the parties have no legal right to contract arise or exist,
then the latter shall prevail; but in such event, the provisions of this
Agreement so affected shall be curtailed and limited only to the extent
necessary to bring it within the legal requirements.
9.06 The several rights and remedies provided for in this Agreement
shall be construed as being cumulative, and no one of them shall be deemed to be
exclusive of the others or of any right or remedy allowed by law. No waiver by
EMPLOYER or EMPLOYEE of any failure by EMPLOYEE or EMPLOYER, respectively, to
keep or perform any provision of this Agreement shall be deemed to be a waiver
of any preceding or succeeding breach of the same or other provision.
9.07 This Agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to the employment of
EMPLOYEE by EMPLOYER along with the other instruments executed concurrently
herewith, contain all of the covenants, conditions and agreements between the
parties with respect to such employment. Each party to this Agreement
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acknowledges that no representations, inducements, promises or other agreements
excepting those specifically set forth herein, oral or otherwise, have been made
by any party, or anyone acting on behalf of any party, which are not embodied
herein, and that no other agreement, statement or promise not contained in this
Agreement shall be valid or binding. Any addendum to or modification of this
Agreement shall be effective only if it is in writing and signed by the parties
to be charged.
EMPLOYEE:
/s/ XXXX X. XXXXXXXX
--------------------
XXXX X. XXXXXXXX
EMPLOYER:
HARVEYS CASINO RESORTS, A NEVADA
CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
----------------------
XXXXXXX X. XXXXXXX
President/Chief Executive Officer
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