EXHIBIT 10.2
SEVERANCE AGREEMENT
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This Severance Agreement (this "Agreement") is made this 2nd day of July,
1999, by and between Xxxxxx X. Xxxxxxxx, Xx. (hereinafter "Xxxxxxxx") and
American Bingo & Gaming Corp. (hereinafter "ABG").
WHEREAS Xxxxxxxx is a member of the Board of Directors of ABG and an
employee and officer of ABG;
WHEREAS Xxxxxxxx and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Xxxxxxxx and ABG, it may be
in the best interest of Xxxxxxxx and ABG for Xxxxxxxx to resign from the Board
of Directors and from all other positions held with ABG; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Xxxxxxxx hereby resigns as an officer of ABG, from the
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Board of Directors of ABG and from any and all other positions held
with ABG and its subsidiaries (if any). Furthermore, Xxxxxxxx agrees
that for a period of two years from the date hereof he will not seek
or accept (i) nomination or election to the Board of Directors of ABG
or any of its subsidiaries or (ii) employment with ABG or any of its
subsidiaries.
2. Employment Agreement. The Employment Agreement between Xxxxxxxx and
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ABG dated December 18, 1997, as amended February 25, 1998 and July 27,
1998, is hereby terminated; provided, however, Xxxxxxxx and ABG have
agreed that ABG shall provide Xxxxxxxx with the payments and other
benefits that he is entitled to under such Employment Agreement
through December 17, 1999. In connection with the termination of the
Employment Agreement, Xxxxxxxx and ABG agree that the nondisclosure
and noncompete provisions contained in Section 8 of the Employment
Agreement shall terminate on December 17, 1999. Furthermore, as
provided in Section 2.3 of Xxxxxxxx'x Employment Agreement, ABG
acknowledges that the balance due, including accrued interest thereon,
on the Promissory Note dated February 24, 1998, by and between ABG and
Xxxxxxxx is hereby forgiven in full and any obligation of Xxxxxxxx to
make further payments of principal and/or interest to ABG pursuant to
the Promissory Note is hereby terminated and forgiven.
3. Confidentiality. Xxxxxxxx hereby acknowledges, represents and agrees
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that he will maintain the confidentiality of all information obtained
regarding ABG, including but not limited to its operations,
management, financial matters, plans and other material data, and that
he will not in any fashion, form or manner, either directly or
indirectly, divulge, disclose or communicate to any person, firm,
corporation or other business entity, in any manner whatsoever, any
such confidential information concerning ABG. However, Xxxxxxxx may
disclose any information required by law to be disclosed by Xxxxxxxx
after Xxxxxxxx has notified ABG of such requirement and given ABG the
opportunity to review the information to be disclosed.
4. Indemnification. ABG agrees to indemnify and hold Xxxxxxxx harmless
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from and against any and all costs, judgments, expenses, attorney's
fees, damages or liabilities whatsoever relating to any and all claims
that may be brought against Xxxxxxxx in connection with his position
as a member of the Board of Directors of ABG or his position as an
officer of ABG to the fullest extent authorized by Delaware law as
provided in paragraph 7 of the Certificate of Incorporation of ABG, as
amended October 17, 1994.
5. Governing Law. This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the State of South Carolina.
6. Severability. If any provision of this Agreement or any portion of any
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provision of this Agreement is at any time deemed or declared void,
voidable or unenforceable, then such provision or portion of such
provision is severable from the remainder of this Agreement and the
remainder of this Agreement shall be fully enforced.
7. Further Assurances. The parties shall from time to time promptly
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execute and deliver such further instruments, documents or papers and
perform all acts necessary or proper to carry out and effect the terms
and provisions of this Agreement.
8. Counterparts and Fax Signature Pages. It is understood and agreed that
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this Agreement may be executed in duplicate counterpart originals,
each of which shall be deemed an original for all purposes. Signatures
need not be in original and a facsimile and/or copy bearing a copied
or facsimile signature shall suffice as a binding signature for this
Agreement.
9. Supersedes Prior Agreements. It is understood and agreed that this
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Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and arrangements or
understandings between the parties relating to the subject matter
hereof. No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot
be changed or terminated orally.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxx, Xx.
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Vice Chairman of the Board
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