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EXHIBIT 10.11
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (the "Agreement") is made and entered into
effective as of the 2nd day of July, 1996, by and between CROWN CASINO
CORPORATION, a Texas corporation (the "Company") and _________________ [XXXXXX
X. XxXXXXXX, XXXX X. XXXXXXX or X. X. XXXXXXX, III] (the "Employee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company desires to provide
reasonable compensation to the Employee in the event of a "change in control"
of the Company, as defined herein;
NOW, THEREFORE, for and in consideration the premises, the covenants and
agreements herein set forth and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto covenant and agree as follows:
1. Change in Control of the Company.
(a) In the event of a change in control of the Company, (i)
the Employee shall be entitled, for a period beginning sixty (60) days
prior to the expected date of closing and ending one (1) year after the
date of closing (the "Closing Date") of the transaction effecting such
change in control and at his election, to give written notice to the
Company of termination of his employment, or (ii) if the Employee's
employment with the Company is terminated by the Company during the
period beginning sixty (60) days prior to the expected Closing Date and
ending one (1) year after the Closing Date, the Company shall pay to the
Employee a lump sum cash payment (the "Severance Payment") equal to 2.99
times the lesser of (A) the Employee's then-current annual salary or ___
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________________________ [$300,000 for Xxxxxx X. XxXxxxxx, $225,000 for
X. X. Xxxxxxx, III, and $150,000 for Xxxx X. Xxxxxxx], whichever is
greater, or (B) the "base amount" with respect to the Employee's
compensation, as such term is defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code").
(b) The Severance Payment shall be paid by the Company not
later than five (5) days after the date of termination of employment of
the Employee under this Section 1 or on the Closing Date, whichever is
later.
(c) In the event of a change in control of the Company, all
unvested stock options previously granted by the Company to the Employee
shall vest on the Closing Date. If the Employee elects to terminate his
employment or if his employment is terminated as set forth in Section
1(a) hereof, and to the extent that the acceleration of the vesting of
any of the Employee's stock options will reduce the Severance Payment
payable in accordance with the limitations set forth in Section 280G of
the Code, the Employee, at his option, may notify the Company not to
accelerate the vesting of all or a portion of the Employee's stock
options. In addition, to the extent any of the Employee's vested stock
options will reduce the Severance Payment in accordance with the
limitation set forth in Section 280G of the Code, the Employee, at his
option, may notify the Company of his recision and non-acceptance of all
or a portion of such vested stock options.
(d) For purposes of this Section 1, "change in control" of the
Company shall mean:
(i) any transaction, whether by merger, consolidation,
asset sale, tender offer, reverse stock split or otherwise, which
results in the acquisition or beneficial ownership (as such term
is defined
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under rules and regulations promulgated under the Securities
Exchange Act of 1934, as amended) by any person or entity or any
group of persons or entities acting in concert, of 35% or more of
the outstanding shares of the Common Stock of the Company; or
(ii) the replacement of a majority of the members of the
Company's Board of Directors during any twenty-four (24)
consecutive month period and whose appointment or election is not
endorsed by a majority of the members of the Company's Board of
Directors prior to the date of such appointment or election; or
(iii) the sale of all or substantially all of the assets
of the Company; or
(iv) the liquidation or dissolution of the Company (in
which event the Closing Date shall be the expected date of such
liquidation or dissolution, as adopted by the Board of Directors
of the Company).
(e) The Severance Payment shall be in addition to any other
rights and benefits for which the Employee is eligible, either by way of
contract or with respect to rights and benefits generally available to
other executive officers or employees of the Company.
2. Effect of Termination. The provisions of this Agreement shall
survive the termination of the Employee's employment with the Company to the
extent required to give full effect to the covenants and agreements contained
herein.
3. Assignment. The terms and provisions of this Agreement shall
inure to the benefit of and be binding upon the Company and its successors and
assigns, and upon the Employee and his heirs and personal representatives.
Notwithstanding the foregoing, neither party hereto may assign this Agreement
without the consent of the other party.
4. Waiver. The waiver by any party to this Agreement of a breach of
any of the provisions of this Agreement shall not operate or be construed as a
waiver of any subsequent or simultaneous breach.
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5. Applicable Law. This Agreement has been entered into in and
shall be governed by and construed under the laws of the State of Texas.
6. Headings and Captions. The headings and captions used in this
Agreement are for convenience of reference only, and shall in no way define,
limit, expand or otherwise affect the meaning or construction of any provisions
of this Agreement.
7. Notices. All notices, demands and requests which may be given or
which are required to be given by either party to the other, and any exercise
of a right of termination provided by this Agreement, shall be in writing and
shall be deemed effective when either: (a) personally delivered to the intended
recipient; (b) sent by certified or registered mail, return receipt requested,
addressed to the intended recipient at the address specified below; (c)
delivered in person to the address set forth below for the party to which the
notice was given; (d) deposited into the custody of a nationally recognized
overnight delivery service such as Federal Express Corporation, Xxxxx or
Purolator, addressed to such party at the address specified below; or (e) sent
by facsimile, telegram or telex, provided that receipt for such facsimile,
telegram or telex is verified by the sender and followed by a notice sent in
accordance with one of the other provisions set forth above. Notices shall be
effective on the date of delivery or receipt, of, if delivery is not accepted,
on the earlier of the date that delivery is refused or three (3) days after the
date the notice is mailed. For purposes of this Paragraph, the addresses of
the parties for all notices are as follows (unless changes by similar notice in
writing are given by the particular person whose address is to be changed):
If to the Employee, to _______________________________________;
[XXXXXX X. XxXXXXXX, 0000 Xxxxxx Xxxx, Xxxxxx, Xxxxx 00000; or X. X.
XXXXXXX, III, 0000 Xxxxxxxxx Xxxxx, Xxxxx, Xxxxx 00000; or XXXX X.
XXXXXXX, 0000 X. Xxxxxxxxxx, Xxxxxxxxxxx, Xxxxx 00000]; or
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If to the Company, to CROWN CASINO CORPORATION, 0000 Xxxxx
XxxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000; Attention: Xxxxxx
X. XxXxxxxx, President.
Any party hereto may designate a different address by written notice given to
the other party.
8. Gender. All pronouns or any variations thereof contained in this
Agreement refer to the masculine, feminine or neuter, singular or plural, as
the identity of the person or persons may require.
9. Entire Agreement. This Agreement constitutes the entire
agreement between the Company and the Employee with respect to the subject
matter of this Agreement and supersedes any prior agreements or understandings
between the Company and the Employee with respect to such subject matter. No
amendment or waiver of this Agreement or any provision hereof shall be
effective unless in writing signed by both of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
COMPANY:
CROWN CASINO CORPORATION
By:
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Name:
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Title:
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EMPLOYEE:
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Name:
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