EXHIBIT 10.1
[RIO HOTEL & CASINO, INC. LETTERHEAD]
September 24, 1998
Xxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
RE: EMPLOYMENT AGREEMENT
Dear Xxxx:
This letter (this "Letter") is made with reference to that
certain Employment Agreement dated as of November 25, 1996,
between Rio Hotel & Casino, Inc. (the "Company") and you, as
further amended by that First Amendment to Employment Agreement
dated as of August 31, 1997, by and between the Company and you
(collectively, the Employment Agreement, as amended by the First
Amendment to Employment Agreement, shall hereinafter be referred
to as the "Employment Agreement").
1. In accordance with Paragraph 10(c) of the
Employment Agreement, the Company is hereby terminating your
employment with the Company and the Employment Agreement
effective October 9, 1998 (the "Effective Date").
2. Upon the Effective Date, you will no longer be
employed by the Company or any of its subsidiaries and all
executive officer and/or director positions you hold in the
Company or executive officer and/or director positions held
by you in any of the Company's subsidiaries will be
terminated on the Effective Date.
3. In accordance with Paragraph 10(c)(i) of the
Employment Agreement, you will be entitled to a "Base Salary
Termination Payment" of Two Million and no/100ths Dollars
($2,000,000 U.S.).
4. In accordance with Paragraph 10(c)(iii) of the
Employment Agreement, you will be entitled to receive
reimbursement for expenses incurred, but not yet reimbursed,
which the Company and you presently estimate to be
approximately Thirty Thousand and no/100ths Dollars ($30,000
U.S.). These payments will be made upon completion of a
mutually acceptable accounting which will be completed and
agreed to on or before the Effective Date and will be paid
to you by a separate check on the Effective Date.
Xxxxx X. Xxxxxx
September 24, 1998
Page 2
5. Any deferred compensation pursuant to Paragraph 9
of the Employment Agreement, including any interest accrued
thereon, if any, will be paid to you as provided in the
deferred compensation plan.
6. Any other compensation and benefits to which you
are entitled under applicable plans, programs and agreements
of the Company as described in Paragraph 10(c)(v) of the
Employment Agreement, which are not presently expected to be
material in amount and in no event represent monetary
payments in excess of $50,000, will be paid to you as of the
Effective Date.
7. Under the terms of the Rio Hotel & Casino, Inc.
Long Term Incentive Plan, on October 8, 1996, you were
granted an option to purchase up to 500,000 shares of the
Company's common stock (the "Xxxxxx Option"). As of
October 8, 1998, you will be fully vested under the Xxxxxx
Option to purchase 300,000 shares of the Company's common
stock. In consideration for a mutual release of all claims
between the Company and you arising out of the termination
of your employment and of the Employment Agreement, but
preserving all provisions of the Employment Agreement which
survive such termination pursuant to the terms of the
Employment Agreement, the Company's Board of Directors will,
upon the Effective Date, authorize the full vesting of the
option to purchase the remaining 200,000 shares of the
Company's common stock under the Xxxxxx Option. The mutual
release of claims discussed herein will be in form and
substance mutually agreed upon between you and the Company
on or before the Effective Date.
8. Notwithstanding your termination of employment
from the Company and its subsidiaries and resignation as
officer and director of the Company and its subsidiaries on
or before the Effective Date, there are certain projects for
which you have had primary responsibility in the past and
about which you possess certain important information which
the Company believes will be helpful to the Company to carry
such projects forward. Accordingly, the Company will enter
into a consulting agreement ("Consulting Agreement") with
you on terms and conditions substantially in accordance with
Exhibit A hereto, which will have the following terms:
a. You will be engaged as an independent
consultant to the Company for a period of twelve (12)
months from the Effective Date to consult with the
Company for the projects identified as follows:
(i) Skip Xxxxxx School of Racing
(ii) Modular Technology Project
(iii)Xxxxx Xxxxxx School/Rio Secco Golf Club
Xxxxx X. Xxxxxx
September 24, 1998
Page 3
(iv) Peterhoff Museum Exhibit
(collectively, the "Consulting Projects").
b. Pursuant to the Consulting Agreement, you
will be compensated Thirty Five Thousand and no/100ths
Dollars ($35,000 U.S.) per month, payable upon the last
day of each and every month, for twelve calendar
months. The Consulting Agreement will be solely for
consulting purposes within the terms described therein
and will not be deemed for any purposes whatsoever to
be an employment agreement or otherwise contravene or
diminish the termination of your employment or the
Employment Agreement as stated herein.
9. While this notification of termination is
effective immediately for all purposes, the Effective Date
and the payments due to you in accordance with this notice
are subject to the following, all of which must occur on or
before the Effective Date:
a. Resolution of an accounting in form and
substance mutually satisfactory to the Company and you
of amounts to be reimbursed to you pursuant to
Paragraph 10(c)(iii) of the Employment Agreement;
b. Identification by you of material steps to be
completed under the Consulting Projects described in
Paragraph 8 above;
c. Execution of a mutual release as described in
Paragraph 7; and
d. Approval by the Company's Board of Directors
of the material terms and conditions of this Agreement,
which approval is expected to occur on or before the
Effective Date.
In the event the steps outlined in this Paragraph 9 are not
completed by the Effective Date, your employment and the
Employment Agreement will be terminated in accordance with
Paragraph 10(c) thereof, and you will be entitled only to those
payments specified in Paragraph 10(c) of the Employment
Agreement.
Xxxxx X. Xxxxxx
September 24, 1998
Page 4
Please execute and date this Letter to confirm the mutual
understandings and agreements set forth herein.
Sincerely,
Rio Hotel & Casino, Inc.
/s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------
Xxxxx X. Xxxxxxx, Xx., President
Agreed to and Accepted this 24
day of September, 1998 by
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------
XXXXX X. XXXXXX
RELEASE AGREEMENT
THIS RELEASE AGREEMENT (this "Agreement") is made and
entered into as of the 9TH day of October 1998, by and between
Rio Hotel & Casino, Inc., a Nevada corporation, whose principal
place of business is 0000 Xxxx Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx
00000 ("Rio"), and Xxxxx X. Xxxxxx, an individual, whose
residence address is 0000 Xxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000
("Xxxxxx").
RECITALS
WHEREAS, Rio and Xxxxxx entered into that certain Employment
Agreement dated as of November 25, 1996, as further amended by
that First Amendment to Employment Agreement dated as of
August 31, 1997 (collectively, the "Employment Agreement").
WHEREAS, Xxxxxx has resigned from any and all officer and/or
director positions for Rio and its subsidiaries (the
"Resignation").
WHEREAS, Rio has terminated the Employment Agreement and the
employment of Xxxxxx by Rio and its subsidiaries (the
"Termination") on the terms and conditions set forth in their
September 24, 1998 letter agreement (the "Termination
Agreement").
WHEREAS, Rio and Xxxxxx desire to enter into this Agreement
for the purposes of releasing any past, current and/or future
claims and/or disputes among and between the parties with respect
to the Employment Agreement, the Termination, the Resignation and
any other matter related thereto.
NOW, THEREFORE, for and in consideration of the premises and
mutual covenants, agreements, understandings, undertakings,
representations, warranties and promises, and subject to the
conditions hereinafter set forth, and intending to be legally
bound thereby, the parties do hereby covenant and agree that the
Recitals set forth above are true and accurate, and further
covenant and agree as follows:
I. TERMS AND CONDITIONS
A. CONSIDERATION. As consideration for this Agreement,
Rio agrees to pay to Xxxxxx and Xxxxxx agrees to accept from Rio
payment of Two Million and no/100ths Dollars ($2,000,000 U.S.)
representing the severance payment to be due to Xxxxxx under the
terms of the Employment Agreement as a result of the Termination.
Xxxxxx hereby acknowledges and represents that no other payment,
including any payment under the change-of-control provisions of
the Employment Agreement, will be due and owing by the Company to
Xxxxxx as a result of the Termination.
B. GENERAL RELEASE. For valuable consideration, the
sufficiency of which is hereby acknowledged, Rio and Xxxxxx,
jointly and/or individually, on behalf of themselves, their
respective insurers, principals, successors, predecessors,
parents, affiliates, subsidiaries, divisions, officers,
directors, shareholders, employees, attorneys, heirs, executors
and administrators, hereby remise, acquit and forever release the
other party, and their respective successors, predecessors,
parents, affiliates, subsidiaries, divisions, including, but not
limited to their respective officers, directors, shareholders,
managers, employees, advisors, consultants, insurers, attorneys,
heirs, executors, administrators and authorized representatives
from any and all claims, demands, damages, debts, liabilities,
actions, causes
of action or suits of whatsoever kind or nature, presently known
or unknown, actual or contingent, asserted or unasserted,
foreseeable or unforeseeable, unanticipated or unsuspected, which
any of them has or may have now or in the future, arising
directly or indirectly out of or involving the Employment
Agreement, the Resignation, the Termination, the Termination
Agreement and any other matter related thereto, excluding,
however, paragraphs 12 and 13 of the Employment Agreement which
survive.
C. ADDITIONAL RELEASE. Xxxxxx, for himself, his agents,
heirs, successors, assigns, representatives, executors and
administrators does hereby and forever release and discharge Rio,
including its predecessors and successors, its affiliated
entities and its past and present Board members, employees,
agents, attorneys, accountants, representatives, successors and
assigns, from any and all causes of action, actions, judgments,
liens, indebtedness, damages, losses, claims, liabilities, and
demands of whatsoever kind and character in any manner
whatsoever, including but not limited to any claim for breach of
contract, breach of implied covenant, breach of oral or written
promise, wrongful termination, infliction of emotional distress,
defamation, interference with contract relations or prospective
economic advantage, negligence, misrepresentation or employment
discrimination, and including without limitation alleged
violations of Nevada Revised Statutes Section 608.017 and Section
613.310 prohibiting discrimination based on race, religious
creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex or age
over 40, Title VII of the 1964 Civil Rights Act prohibiting
discrimination based on race, color, religion, sex or national
origin, the Family and Medical Leave Act, the Americans With
Disabilities Act prohibiting discrimination based on disability,
AND THE AGE DISCRIMINATION IN EMPLOYMENT ACT PROHIBITING
DISCRIMINATION BASED ON AGE OVER 40, as these statutes have been
from time to time amended, excepting only those obligations
expressly recited herein or to be performed hereunder and my
claims to vested interests in employee benefit plans as defined
exclusively in written plan documents.
D. FUTURE LITIGATION. Rio and Xxxxxx, jointly and/or
individually, covenant and agree to forever refrain from
instituting, prosecuting, maintaining, or assisting with any
claims, suits and actions, which arise out of, or is or may be,
in whole or in part, based upon, related to or connected with the
Employment Agreement, the Resignation, the Termination, the
Termination Agreement and any other matter related thereto or any
way to or with respect to the subject matter of this Agreement as
they relate to the parties.
E. ACKNOWLEDGEMENTS AND AGREEMENTS OF XXXXXX. Through the
execution of this Agreement, Xxxxxx hereby acknowledges that:
1. He has the right to consider this Agreement for
twenty-one (21) days before signing it;
2. If he signs this Agreement prior to the expiration
of twenty-one (21) days, he waives this right freely and
voluntarily;
3. He has the right to revoke this Agreement for a
period of seven days after he signs it;
4. This Agreement shall not become effective or
enforceable until the seven (7) day revocation period has
expired without the Agreement having been revoked;
5. This Agreement will be final and binding after the
expiration of the revocation period in subsection 4 of this
Section E. He agrees not to challenge its enforceability.
If he attempts to challenge the enforceability of this
Agreement, he shall initially tender to Rio, by certified
funds delivered to Rio, all monies received pursuant to this
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Agreement, and invites Rio to retain such monies and agree
with Xxxxxx to cancel this Agreement. In the event Rio
accepts this offer, Rio shall retain such monies and this
Agreement shall be canceled. In the event Rio does not
accept such offer, Rio shall so notify Xxxxxx and shall
place such monies in an interest-bearing escrow account
pending resolution of the dispute as to whether this
Agreement shall be set aside and/or otherwise rendered
unenforceable.
6. Xxxxxx is aware of his right to consult an
attorney, has been advised to consult with an attorney, and
has had the opportunity to consult with an attorney, if
desired, prior to signing this Agreement; and
7. Xxxxxx has carefully read this Agreement including
the Release, acknowledges that he has not relied on any
representation or statement, written or oral, not set forth
in this document and warrants and represents that he is
signing this Agreement voluntarily.
F. BINDING EFFECT. The terms of this Agreement shall be
binding upon, and shall inure to the benefit of Rio, Xxxxxx and
their respective heirs, successors and assigns. The term Rio, as
used in this Agreement, shall include, but is not limited to its
predecessors and successors and its past or present insurers,
principals, affiliates, subsidiaries, divisions, officers,
directors, stockholders, employees attorneys, accountants,
representatives, assigns, heirs, executors, and administrators as
well as, upon consummation of that certain transaction whereby
(i) HEI Acquisition Corp. III, a wholly-owned subsidiary of
Xxxxxx'x Entertainment, Inc. ("Xxxxxx'x"), will merge with and
into Rio, with Rio continuing as the surviving corporation and
(ii) each outstanding share of Rio common stock will be converted
into the right to receive one share of Xxxxxx'x common stock,
Xxxxxx'x and its predecessors and successors and its past or
present insurers, principals, affiliates, subsidiaries,
divisions, officers, directors, stockholders, employees
attorneys, accountants, representatives, assigns, heirs,
executors, and administrators.
G. READ AND UNDERSTOOD. Each party to this Agreement
represents and warrants that the terms of this Agreement have
been completely read and are fully understood after advice of its
counsel and voluntarily accepted for the purposes of making a
full, final and complete compromise and settlement as described
in this Agreement.
H. NO UNDUE INFLUENCE. Each party to this Agreement
represents and warrants that he or it has not been influenced to
any extent in entering this Agreement by any representations or
statements made by any other party (or any other party's
representatives, attorneys or insurers) concerning their claims
or the propriety of the settlement provided for in this
Agreement, but has relied solely upon his, her or its own
judgment and the judgment and advice of his, her or its
respective attorneys and other consultants.
I. DIFFERENCE IN FACTS. Each party to this Agreement
fully understands that the facts presently known to him or it may
later be found to be different, and expressly accept and assume
the risk that the facts may be found to be different. This
Agreement shall be effective in all respects and shall not be
subject to termination or rescission because of any such
difference in facts.
II. GENERAL PROVISIONS
A. ASSIGNMENTS. The rights of Xxxxxx under this Agreement
are personal to Xxxxxx and may not be assigned or transferred to
any other person, firm or corporation without the prior express
written consent of Rio. Any attempted assignment by Xxxxxx is
void.
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B. COOPERATION. The Parties agree to cooperate fully with
each other in order to achieve the purposes of this Agreement and
to take all actions not specifically described that may be
required to carry out the purposes and intent of this Agreement.
C. MODIFICATION OF AGREEMENT. Any modification of this
Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if evidenced
in an express writing signed by each party or an authorized
representative of each party.
D. NOTICES. Any notice provided for or concerning this
Agreement shall be in writing and be deemed sufficiently given
when sent by certified mail, return receipt requested, Express
Mail, Federal Express, or similar conventional means of expedited
delivery and proof of delivery, to the respective address of each
party as set forth at the beginning of this Agreement. A copy of
a notice to Rio shall also be provided to Rio's General Counsel
at the same address. Any change of address for notices shall be
given to all parties by notice in writing the receipt of which is
duly acknowledged in writing or sent certified mail to the then
proper address of each other party.
E. GOVERNING LAW. It is agreed that this Agreement shall
be governed by, construed, and enforced in accordance with the
laws of the State of Nevada.
F. EFFECT OF PARTIAL INVALIDITY. The invalidity of any
portion of this Agreement will not and shall not be deemed to
affect the validity of any other provision. In the event that
any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be
in full force and effect as if they had been executed by both
parties subsequent to the expungement of the invalid provision.
In the event that a provision is found in a judicial proceeding
to be unenforceable as written, but enforceable if modified, then
the provision shall be deemed to be so modified to the extent
necessary to cause it to be enforceable retroactive to the
original date of this Agreement.
G. ENTIRE AGREEMENT. This Agreement shall constitute the
entire agreement between the parties with respect to their mutual
release of claims, and any prior understanding or representation
of any kind concerning such release which precedes the date of
this Agreement shall not be binding upon either party except to
the extent incorporated in this Agreement. This Agreement does
not impact the Consulting Agreement of even date herewith between
Rio and Xxxxxx.
H. NEUTRAL INTERPRETATION. The provisions contained
herein shall not be construed in favor of or against any party
because that party or its counsel drafted this Agreement, but
shall be construed as if all parties prepared this Agreement, and
any rules of construction to the contrary are hereby specifically
waived. The terms of this Agreement were negotiated at arm's
length by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives
and to be effective as of the date first above written.
Rio Hotel & Casino, Inc., Xxxxx X. Xxxxxx,
a Nevada corporation an individual
By: /s/Xxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxx X. Xxxxxx
--------------------------- -------------------------
Xxxxx X. Xxxxxx
Its: President
--------------------------
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement"), effective as
of the 9th day of October, 1998, by and between Rio Hotel &
Casino, Inc., a Nevada corporation, whose principal place of
business is 0000 Xxxx Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000
("Rio") and Xxxxx X. Xxxxxx, an individual, whose residence
address is 0000 Xxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000
(hereinafter referred to as "Consultant").
RECITALS
A. Consultant has special skills, knowledge, abilities and
experiences in the dealings of Rio and in the various projects
and business opportunities of Rio and its subsidiaries.
B. Consultant desires to be engaged by Rio as an
independent contractor to render consulting services to Rio upon
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants,
promises and agreements contained herein, and intending to be
legally bound hereby, the parties hereto covenant and agree that
the Recitals are true and correct and further agree as follows:
SECTION I
CONSULTING SERVICES
A. ENGAGEMENT. Rio hereby engages Consultant, and
Consultant hereby accepts his engagement by Rio, as an
independent contractor, to render services in the capacity of a
consultant, subject to the terms and conditions herein set forth
for a period, commencing as of the date hereof, and terminating
as of one calendar year afterwards (the "Term").
B. SERVICES. Consultant's services to be rendered
hereunder shall include, but not be limited to, the services
described on Exhibit A attached hereto ("Services").
C. COMMUNICATIONS. In the performance of his services
hereunder, Consultant shall report to the President of Rio, or
his designee. Consultant shall maintain regular direct
communications with the President of Rio, or his designee,
including confidential written reports on the status of his
activities pursuant to this Agreement at such times as may be
requested by the President of Rio, or his designee.
D. INDEPENDENT CONTRACTOR. Consultant is entering into
this Agreement and in the performance of his duties hereunder as
an independent contractor. No term or condition under this
Agreement nor any manner or method of payment hereunder shall
create any relationship between Rio and Consultant other than as
expressed in this Section I.D. Consultant shall not in any way,
at any time, or under any circumstances, be, or be construed to
be, an employee, partner, or joint venturer of Rio.
SECTION II
FEES
A. CONSULTING FEE. For all services rendered pursuant to
this Agreement, Rio agrees to pay Consultant a monthly
compensation in the amount of Thirty Five Thousand Dollars
($35,000.00) payable on the last day of each month of the Term.
B. TAXES. Consultant shall be solely responsible for and
shall pay when due all federal, state and local income taxes and
all other taxes due on his behalf for any compensation or benefit
received under this Agreement, including, without limitation, all
federal withholding taxes, FICA and Social Security, and any
worker's compensation premiums.
SECTION III
CONFIDENTIALITY
A. CONFIDENTIALITY. Consultant acknowledges in performing
his obligations hereunder he will have access to confidential
information which is proprietary to and a valuable trade secret
of Rio, including but not limited to information concerning Rio's
business, customers, suppliers, marketing methods, files, credit
and collection techniques and files, trade secrets and various
unpublished techniques and "know-how" as well as any materials
prepared by Consultant using such information (collectively,
"Confidential Information"), and that any disclosure or
unauthorized use thereof will cause irreparable harm to Rio.
Accordingly, Consultant covenants and agrees that he will at all
time during and after the term of this Agreement hold all such
information in strictest confidence and will:
1. Use any such Confidential Information for the sole
and limited purpose of performing his obligations hereunder;
2. Not copy any such Confidential Information in
whole or in part, except as necessary in performance of his
obligations hereunder;
3. Not reveal or disclose any such Confidential
Information to any person, firm, corporation or any other
entity whatsoever, without Rio's express written consent,
except as such revelation or disclosure may be required in
connection with Consultant's performance of his duties
hereunder or as required by law or a court of competent
jurisdiction.
5. Use his reasonable efforts to protect the
confidentiality of Confidential Information; and
5. Return to Rio all such Confidential Information in
whatever tangible form and all copies and records thereof
upon Rio's request therefor or at the termination of this
Agreement.
B. ENFORCEMENT. Consultant further acknowledges that Rio
will suffer substantial irreparable injury in the event of
Consultant's breach of the provisions of this Section III.
Consultant therefore agrees that, in the event of his actual or
threatened breach of the provisions of this Section III, Rio
shall be entitled to seek and obtain such temporary restraining
orders,
2
preliminary injunctions or permanent injunctions as Rio deems
appropriate, restraining Consultant from violating the provisions
of this Section III. Nothing contained in this Agreement shall
prohibit Rio from pursuing any other remedies available for such
breach or threatened breach, including the recovery of damages
from Consultant. If Rio commences legal proceedings to restrain
Consultant from violating the provisions of this Section III and
obtains such restraints in such proceedings, Consultant agrees to
reimburse Rio for all costs incurred in prosecuting such
proceeding, including court costs and reasonable attorneys' fees.
If Rio commences legal proceedings to restrain Consultant from
violating the provisions of this Section III and does not obtain
such restraints in said proceedings, Rio agrees to reimburse
Consultant for all costs incurred in defending such proceedings,
including court costs and reasonable attorneys' fees. If Rio or
Consultant commences legal proceedings against the other to
enforce this Agreement, the prevailing party shall be entitled to
an award of all attorneys' fees and costs reasonably incurred in
prosecuting or defending the action.
C. SURVIVAL. The restrictions and obligations of this
Section III shall survive the expiration, cancellation or
termination of this Agreement and shall continue to bind
Consultant and Rio.
SECTION IV
TERMINATION
A. EVENTS OF TERMINATION. This Agreement and the
engagement of Consultant by Rio shall terminate prior to the
expiration of the Term, upon the occurrence of any one of the
following events:
1. Consultant's continuing or repeated breach of any
material terms and conditions of this Agreement following
written notice to Consultant of such breach;
2. Rio's failure to pay at the times specified the
sums owed Consultant in accordance with this Agreement.
3. Consultant's failure or inability to secure and
maintain any license or approval required of Consultant by
any gaming authority ("Gaming Regulatory Agency") whose
jurisdiction Rio is subject to or by the laws or regulations
of such jurisdictions pertaining to Consultant's
relationship with Rio pursuant to this Agreement; or
4. Upon thirty (30) days written notice from Rio to
Consultant.
B. EFFECT OF TERMINATION. In the event this Agreement and
the engagement of Consultant are terminated:
1. Pursuant to Section IV(A)(1) or (3), then
Consultant shall be entitled to be compensated hereunder
through the date of termination and all other provisions of
this Agreement shall be null and void, except as provided in
Section III hereof.
2. Pursuant to Section IV(A)(2) or (4), then
Consultant shall be entitled to the compensation provided
hereunder in Section II(A) for the balance of the Term, and
Consultant shall have no further obligations, except as
provided in Section III hereof.
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SECTION V
REGULATORY COMPLIANCE
Consultant and Rio acknowledge and agree that any Gaming
Regulatory Agency may assert a right to review and approve this
Agreement, as well as a right to insist that Consultant be
licensed. Consultant and Rio each agree to comply expeditiously
with all such requests from any Gaming Regulatory Agency. Rio
shall pay all related costs and expenses incurred in connection
with such investigations and proceedings pertaining to Consultant
while Consultant remains engaged by Rio pursuant to this
Agreement, except disciplinary or enforcement proceedings against
Consultant. Consultant and Rio shall comply with and be bound by
all decisions, opinions and orders issued by any Gaming
Regulatory Agency regarding this Agreement and any matter related
thereto.
SECTION VI
MISCELLANEOUS
A. ASSIGNMENTS. The rights of Consultant under this
Agreement are personal to Consultant and may not be assigned or
transferred to any other person, firm or corporation without the
prior express written consent of Rio. Any attempted assignment
by Consultant is void.
B. COMPLIANCE WITH LAWS. At all times during the term
hereof, both parties agree that its actions and those of its
representatives, agents and consultants will be entirely in
accordance with all applicable laws, rules, ordinances and
regulations of all states, counties, and municipalities in which
such party conducts business. In connection with this Agreement,
Consultant acknowledges that there exist certain casino gaming
licenses currently issued to Rio and its affiliates, the laws of
which may require Rio to disclose private or otherwise
confidential information about Consultant. Consultant agrees to
refrain from all conduct that may negatively affect such licenses
as well as prospective licenses. Consultant further agrees that
this Agreement shall terminate immediately at Rio's option if
Consultant is required to be licensed, qualified or found
suitable and is denied such licensure, qualification or
suitability.
C. COOPERATION. The Parties agree to cooperate fully with
each other in order to achieve the purposes of this Agreement and
to take all actions not specifically described that may be
required to carry out the purposes and intent of this Agreement.
D. MODIFICATION OF AGREEMENT. Any modification of this
Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if evidenced
in writing signed by each party or an authorized representative
of each party.
E. NOTICES. Any notice provided for or concerning this
Agreement shall be in writing and be deemed sufficiently given
when sent by certified mail, return receipt requested, Express
Mail, Federal Express, or similar conventional means of expedited
delivery and proof of delivery, to the respective address of each
party as set forth at the beginning of this Agreement. A copy of
a notice to Rio shall also be provided to Rio's General Counsel
at the same address. Any change of address for notices shall be
given to all parties by notice in writing the receipt of which
4
is duly acknowledged in writing or sent certified mail to the
then proper address of each other party.
F. GOVERNING LAW. It is agree that this Agreement shall
be governed by, construed, and enforced in accordance with the
laws of the State of Nevada.
G. EFFECT OF PARTIAL INVALIDITY. The invalidity of any
portion of this Agreement will not and shall not be deemed to
affect the validity of any other provision. In the event that
any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be
in full force and effect as if they had been executed by both
parties subsequent to the expungement of the invalid provision.
In the event that a provision is found in a judicial proceeding
to be unenforceable as written, but enforceable if modified, then
the provision shall be deemed to be so modified to the extent
necessary to cause it to be enforceable retroactive to the
original date of this Agreement.
H. ENTIRE AGREEMENT. This Agreement shall constitute the
entire agreement between the parties with respect to the matters
described herein, and any prior understanding or representation
of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in
this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives
and to be effective as of the date first above written.
RIO HOTEL & CASINO, INC.
a Nevada corporation
By: /s/ Xxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, an
Its: President individual
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EXHIBIT A
MATERIAL STEPS TO BE PERFORMED BY
XXXXX X. XXXXXX IN CONNECTION WITH CONSULTING PROJECTS
SKIP XXXXXX SCHOOL OF RACING
(1) Review all agreements and associated documents.
(2) Monitor status of agreements and associated documents.
(3) Provide liaison and support to Rio and Xxxxxx in the
discharge of their responsibilities under the
agreements and associated documents.
(4) Visit the Xxxxxx School sites when appropriate and
necessary.
(5) Provide such status reports to Rio as requested.
MODULAR TECHNOLOGY
(1) Meet and communicate as appropriate with Rio to review
the status of the Pecos Projects.
(2) Provide liaison and support to the parties to aid in
the discharge of their responsibilities under
agreements between them.
(3) Provide status reports to Rio as requested.
XXXXX XXXXXX SCHOOL OF GOLF/RIO SECCO GOLF CLUB
(1) Provide such status reports, attend such meetings and
tour facilities as Rio shall request.
PETERHOF MUSEUM EXHIBIT
(1) Meet with Xxx Xxxxxxx of Rio and Xxx Xxxxxxxxxx of
Encore Entertainment to determine what remains to be
done to complete delivery of the artifacts to the
Company and to open the Peterhof Museum Exhibit (the
"Exhibit").
(2) Assist Messrs. Xxxxxxx and Nargassans in coordinating
the arrival of the Russian delegation.
(3) Review plans for the Exhibit's grand opening and assist
in coordinating media coverage, working with Xxxxx
Xxxxxxx of Rio and Xxx Xxxxxxx, an outside consultant
providing public relations and media service to Rio.
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(4) Provide such support to Xx. Xxxxxxx as is necessary to
aid in the discharge of the parties' responsibilities
under the various governing agreements.
With regard to each of these consulting projects, be
available to the President and Chairman of Rio to discuss
problems and suggested actions to resolve them.
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