EXHIBIT 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as of the 31st day of March 2003, by and among THE CHUKCHANSI ECONOMIC
DEVELOPMENT AUTHORITY ("CEDA") and XXXXXXXX X. XXXXXXX ("Xxxxxxx").
RECITALS
A. CEDA is a governmental unit of the Picayune Rancheria of Chukchansi
Indians (the "Tribe"), a federally recognized Indian tribe, and has been formed
to develop and manage an Indian gaming and resort Facility and related
operations on the Tribe's Indian lands located in Coarsegold, CA.
B. Cascade Entertainment Group, LLC ("Cascade") and CEDA have entered
into a contract whereby Cascade shall develop and shall be the Manager of the
Facility for CEDA under the terms and conditions of an Amended and Restated
Development Agreement (the "Development Agreement") and an Amended and Restated
Management Agreement (the "Management Agreement") (together, the "Cascade
Agreements").
X. Xxxxxxx is experienced in the opening and management of gaming and
resort facilities.
D. Under the provisions of the Management Agreement, Cascade has
selected and CEDA wishes to employ Xxxxxxx and Xxxxxxx desires to perform
services for CEDA, under the teams and conditions of the Cascade Agreements, and
upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the parties agree as follows:
Section 1. EMPLOYMENT
CEDA hereby employs and engages Xxxxxxx to serve as General Manager of
the gaming and resort Facility ("the Facility"), and to perform such executive
duties within the terms and conditions of the Cascade Agreements as Cascade may
reasonably determine. Xxxxxxx hereby accepts such employment and agrees to
render her full-time services exclusively to CEDA and to discharge her
responsibilities to CEDA faithfully, diligently, to the best of her ability, and
in the best interests of the enterprise. Xxxxxxx shall not, during the term of
this Agreement, be engaged in any other substantial business activity, whether
or not such business activity is pursued for gain, profit or other pecuniary
advantage. This Section 1 shall not be construed as preventing Xxxxxxx from
investing her personal assets in businesses which do not compete with the
Facility in such form or manner as will not require any services on the part of
Xxxxxxx in the operation of the companies in which such investments are made and
in which her participation is solely that of an investor.
Section 2. COMPENSATION
2.1 Salary. For services to be rendered by Xxxxxxx under this
Agreement, CEDA agrees to pay to Xxxxxxx a base salary as of April 1, 2003 of
$200,000 per year, less appropriate deductions, payable in accordance with the
payroll practices of the Facility as managed by Cascade. At the time the
Facility is opened to the public for gaming, Xxxxxxx'x annual salary shall be
increased to $215,000. Such annual salary may be increased from time to time, in
the discretion of Cascade, based upon personal annual performance reviews and
overall property performance, up to a 6% annual increase. Increases shall follow
the Facility policies regarding annual salary increases.
2.2 Incentive Compensation. In addition to the base salary described in
Section 2.1, Xxxxxxx will be entitled to receive additional compensation on the
terms, and subject to the conditions, described in this Section 2.2. Any
incentive compensation payable under this Section 2.2 shall terminate upon the
termination of this Agreement.
X. Xxxxxxx shall participate in an annual Bonus Program to be developed
by Cascade for the Facility and which will be in operation upon opening
to the public of the permanent gaming Facility. The Bonus Program will
operate as a percentage of annual salary, on a sliding scale based on
overall performance of the Facility. The program will offer a minimum
bonus of 25% of Base Salary in the event of meeting annual EBITDA
projections and a maximum bonus of 60% of Base Salary for incremental
percentages attained over projected EBITDA;
B. Additionally, there shall be a one-time lump-sum bonus in the amount
of $25,000 if the financial ratios required by the bondholders, under
the terms of the Indenture and related documents, are met in the first
four full consecutive calendar quarters of operation.
Section 3. BENEFITS
3.1 Group Insurance and Similar Benefits. Xxxxxxx shall be entitled to
participate for herself and her family in the group health and group dental &
vision insurance benefits now existing or established hereafter, with the same
coverage and terms as provided to key management employees of the Facility, as
such coverage and terms may change from time to time. Costs for such coverage
shall be paid by the Facility. Until such time as Xxxxxxx is enrolled in the
Facility insurance programs and such insurance is effective, the Facility shall
pay all COBRA insurance costs to maintain the prior insurance policies.
3.2 Disability and Retirement Benefits. Xxxxxxx shall be entitled to
participate in retirement benefit plans and disability insurance plans now
existing or established hereafter, with the same coverage and terms as provided
to executives of the Facility, as such coverage and terms may change from time
to time.
3.3 Vacations and Sick Leave. Xxxxxxx shall be entitled to paid
vacation time, sick leave and personal time in accordance with the PTO policies
and procedures established by the Facility; with an additional 7 days added to
the General Manager position for the first year.
3.4 Expenses and Allowances. During the term of this Agreement, Xxxxxxx
will be entitled to (i) reimbursement of business expenses, subject to
appropriate documentation, on the same terms and conditions as other employees
of the Facility; and (ii) with prior approval of Cascade, memberships in
appropriate professional and society organizations and company-paid expenses for
travel to and attendance at appropriate industry meetings, educational seminars,
and conferences.
Section 4. RELOCATION EXPENSES
4.1 Housing Allowance. The Facility shall reimburse Xxxxxxx for costs
of temporary housing in the Coarsegold area until the first to occur of (i) the
date on which Xxxxxxx purchases a residence in the area or (ii) 120 days,
whichever is earlier. The amount of reimbursement under this Section 4.1 shall
be determined by mutual agreement of Cascade and Xxxxxxx.
4.2 Reimbursements. The Facility shall reimburse Xxxxxxx for the actual
costs of moving and storing household furnishings and similar personal property
from Mississippi to the Coarsegold area. The Facility shall also reimburse
Xxxxxxx for reasonable travel to and from Mississippi to the Coarsegold area to
facilitate the relocation.
Section 5. SEVERANCE PAY AND BENEFITS
5.1 Termination Without Cause. If Xxxxxxx'x employment under this
Agreement is terminated without Cause (as defined below) during the three-year
term of this Agreement, Xxxxxxx shall be entitled to receive her then current
salary and medical/dental benefits for a period equal to the remaining term of
the Agreement following the date of termination.
5.2 Termination for Cause. If Xxxxxxx'x employment is terminated for
Cause (as defined below), Xxxxxxx shall be entitled to salary and benefits
through the date of termination, but she shall not be entitled to any salary or
benefits for any period after the date of termination. As used in this
Agreement, "Cause" shall mean (i) any act of fraud by Xxxxxxx in the performance
of her duties, (ii) misappropriation by Xxxxxxx of assets of the Facility, CEDA,
or Cascade, (iii) any intentional act or failure to act which results in
material harm to the Facility's, CEDA's, or Cascade's assets, business or
reputation, (iv) the inability of CEDA or Cascade to obtain any license, permit,
or approval required by any regulatory agency having jurisdiction over CEDA or
Cascade or its business if such inability is due to any act or failure to act by
Xxxxxxx, (v) the inability of Xxxxxxx to obtain any license or recommendation of
suitability required by any regulatory agency having jurisdiction over the
Facility, CEDA, or Cascade or its business, (vi) any act or failure to act by
Xxxxxxx which is a material breach of this Agreement or any other agreement to
which the CEDA or Cascade is a party, including, but not limited to, the
Development Agreement, and the Management Agreement, (vii) improper disclosure
by Xxxxxxx to any third party of any confidential information, of the Facility,
CEDA, or Cascade, its members or its clients, or (viii) Xxxxxxx'x willful and
material failure to perform assigned duties or to follow a legal and reasonable
direction of Cascade.
Section 6. INDEMNIFICATION
CEDA shall indemnify and hold Xxxxxxx harmless, to the fullest extent
permitted by law, from and against any and all losses, claims, damages,
liabilities, expenses (including legal fees and expenses), judgments, fines,
settlements and other amounts ("Indemnified Costs") arising from all claims,
demands, actions, suits or proceedings, whether civil, criminal, administrative
or investigative, in which Xxxxxxx may be involved, or threatened to be
involved, as a party or otherwise arising as a result of her status as an
employee, officer, or agent of the Company, provided, however, Xxxxxxx shall not
be entitled to indemnification hereunder for any Indemnified Costs which
proximately result from Cause, as defined in Section 5 of this Agreement..
Section 7. TERM AND TERMINATION
The term of this Agreement shall commence on the date set forth in
Section 1 of this Agreement, and shall end on the third anniversary of such
date. Notwithstanding the preceding sentence, Xxxxxxx understands and agrees
that employment with CEDA is at will, and that either Xxxxxxx or Cascade, under
the Management Agreement, may terminate this Agreement at any time, with or
without Cause. Xxxxxxx may terminate this Agreement upon 30 days prior notice,
which for purposes of this Agreement shall be treated as a termination for
Cause.
Section 8. RESTRICTIVE COVENANTS
8.1 Non-solicitation. During the one (1) year period following
termination of Xxxxxxx'x employment with the Company, regardless of the reason
for termination, Xxxxxxx agrees that she will not (i) solicit or induce or
advise others to solicit any employee of the Facility, CEDA, or Cascade, or (ii)
solicit or induce or advise others to solicit any Business Opportunity of CEDA
or Cascade. For purposes of this Section 8, a "Business Opportunity" shall mean
any party who has an existing contractual relationship with the CEDA or Cascade,
any party with whom the CEDA or Cascade has held discussions regarding a
prospective contractual relationship during the twelve (12) months prior to
termination of Xxxxxxx'x employment with the Company, and any party who has
received a proposal from the CEDA or Cascade enter into a contractual
relationship during the twenty-four (24) months prior to termination of
Xxxxxxx'x employment with the CEDA.
8.2 Confidentiality. Xxxxxxx shall not disclose or in any way transfer,
copy or reproduce any financial information, drawings, specifications or
informational brochures, copies of the same, or any portions or components
thereof, to any other entity or person, or disclose, make available or divulge
to any corporation, partnership, limited liability company (except Cascade),
person, firm, other business or person, any documents, correspondence, trade
secrets, price lists, customer lists, business policies or procedures, technical
information, or other confidential or secret information concerning the business
and affairs of the CEDA or Cascade or any other information concerning the
business and affairs of the CEDA or Cascade.
Section 9. MISCELLANEOUS
9.1 This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter contained herein and supersedes all prior and
contemporaneous agreements, representations and understandings of the parties
pertaining to that subject matter. No supplement, modification or amendment of
this. Agreement shall be binding unless executed in writing by all the parties
and approved by the President of Cascade and CEDA, notwithstanding any employee
policy of CEDA or Cascade to the contrary. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute, a waiver of any other
provision, nor shall any waiver constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the waiver and, in the
case of Cascade, approved by the President.
9.2 The rights and obligations of the CEDA under this Agreement shall
inure to the benefit of and shall be binding upon its successors and assigns.
Xxxxxxx shall have no right to assign any of her duties, obligations or rights
hereunder.
9.3 In the event any provision of this Agreement is held to be invalid,
void or unenforceable, then all other provisions of this Agreement shall
continue in full force and effect without being modified, impaired or
invalidated in any way.
9.4 This Agreement shall be governed by and construed in accordance
with the laws of the State of California as applied to contracts entered into
and to be performed solely in California.
9.5 Any notice required or permitted under this Agreement shall be
given in writing and shall be deemed effectively given upon the earliest of
personal delivery, actual receipt or the third full business day following
deposit in the United States mail with postage and fees prepaid, addressed to
the other party hereto at such party's address shown below or at such other
address as such party may designate by 10 calendar days' advance written notice
to the other party hereto. The addresses for notices are as follows:
For CEDA: Chukchansi Economic Development Authority
00000 Xxxx 000
Xxxxxxxxxx, XX 00000
Att: Chairperson
For Cascade: Cascade Entertainment Group, LLC
0000 Xxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Att: Xxxxxxx X. Xxxxx, President
For Xxxxxxx: Xxxxxxxx X. Xxxxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx, 00000
9.6 Limited Waiver of Sovereign Immunity. CEDA hereby expressly waives
its immunity from suit regarding only disputes arising out of this Agreement,
subject to the following limitations:
9.6.1 The waiver granted herein is granted only to Xxxxxxx and not to
any other Person.
9.6.2 The waiver granted herein shall commence as of the date of
this Agreement and shall continue until the expiration,
termination, or cancellation of this Agreement, and the
resolution of any disputes arising under this Agreement;
9.6.3 The waiver granted herein is limited to compensatory damages
up to the dollar total represented in the Agreement, and shall
not extend to consequential or punitive damages.
9.6.4 The waiver granted herein extends only to actions in the
courts of the Tribe, the State of California, and the United
States District Court for the Eastern District of California.
9.6.5 The waiver granted herein extends only to actions brought
under the laws of the Tribe, the Stare of California, or the
United States.
9.6.6 The waiver granted herein shall not be deemed a waiver of the
sovereign immunity of the Tribe.
9.7 In the event of legal action by any party to enforce this
Agreement, the prevailing party or parties shall recover, as additional costs,
reasonable attorneys' fees and experts' fees and costs incurred in bringing such
suit and/or in enforcing any judgment granted therein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CHUKCHANSI ECONOMIC DEVELOPMENT AUTHORITY
By /s/ Xxxxx Xxxxxxx
---------------------------------------
CASCADE ENTERTAINMENT GROUP, LLC, a
California limited liability company
By /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Xxxxxxx X. Xxxxx, President
XXXXXXX
/s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxxx X. Xxxxxxx
