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EXHIBIT 10(c)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of January 9, 2000, by and
among The Sands Regent ("Sands"), a Nevada corporation, having an office at 000
Xxxxx Xxxxxxxxx Xxxxxx, Xxxx, Xxxxxx 00000, and Xxxxx X. Xxxx ("Executive"), who
resides at 0000 Xxxxxxxx Xxxxxx, Xxxx, Xxxxxx 00000.
R E C I T A L S:
WHEREAS, Sands is engaged in providing entertainment through the
development and management of Hotel Casinos;
WHEREAS, Sands desires to secure the services of Executive, and
Executive is willing to provide such services, each upon the terms and subject
to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:
1. DEFINITIONS: For the purposes of this Agreement, the parties hereby
adopt the following definitions:
(a) "Cause" means:
(i) breach by Executive of a fiduciary obligation to any member
of Sands;
(ii) commission by Executive of any act or omission to perform
any act (excluding the omission to perform any act attributable to
Executive's Total Disability) which results in serious adverse
consequences to any member of Sands;
(iii) breach of any of Executive's agreements set forth in this
Agreement including, but not limited to, continual failure to perform
substantially his duties with Sands, excessive absenteeism and
dishonesty;
(iv) any attempt by Executive to assign or delegate this
Agreement or any of the rights, duties, responsibilities, privileges or
obligations hereunder without the prior written consent of Sands
(except in respect of any delegation by Executive of his employment
duties hereunder to other executives of Sands in accordance with its
usual business practice);
(v) Executive's arrest or indictment for, or written confession
of, a felony or any crime involving moral turpitude under the laws of
the United States;
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(vi) death of Executive;
(vii) declaration by a court that Executive is insane or
incompetent to manage his business affairs;
(viii) the filing of any petition or other proceeding seeking to
find Executive bankrupt or insolvent; or
(ix) Executive's inability to be licensed by any regulatory
agency in any jurisdiction Sand does or applies to do business in.
(b) "Executive" means Xxxxx X. Xxxx.
(c) "Sands" means the Sands Regent and its subsidiaries.
(d) "Termination" means, according to the context, the termination
of this Agreement or the cessation of rendering employment services by
Executive.
(e) "Total Disability" means Executive shall become disabled to an
extent which renders him unable to perform the essential functions of
his job, with or without reasonable accommodation, for a cumulative
period of twelve (12) weeks in any twelve (12) month period.
2. EMPLOYMENT.
(a) Commencing January 9, 2000, Sands hereby employs Executive and
Executive hereby accepts employment by Sands to serve as the Executive
Vice President and Chief Financial Officer of Sands. During his period
of employment, executive also agrees to serve in other executive
capacities for Sands as may be determined by the President/Chief
Executive Officer or the Board of Directors of Sands ("Board").
Executive shall perform services of an executive nature consistent with
his offices with Sands as may from time to time be assigned or
delegated to him by the President/Chief Executive Officer or the Board.
It is envisioned that these duties will include inter alia management
of the business of Sands.
(b) Executive will devote his full business time and attention to
his duties under this Agreement.
(c) Executive shall perform his duties under this Agreement
principally in or around Reno, Nevada. It is contemplated Executive
will travel to carry out his duties under this Agreement. Air travel
and other travel arrangements will comply with current Sands policies
respecting class of travel, etc.
(d) Sands will provide Executive with medical and dental benefits,
life insurance and all other benefit programs as provided to other
officers of Sands.
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3. TERM OF EMPLOYMENT.
(a) This Agreement and Executive's employment hereunder shall
commence as of January 9, 2000, and continue until the second
anniversary of such date, and shall be renewed annually at each January
9 anniversary date (commencing January 9, 2001) for an additional
one-year period so that the term hereof at each renewal date shall be a
two-year period unless a party to this Agreement gives notice at least
ninety (90) days prior to such renewal date that this Agreement shall
not be renewed, in which case this Agreement shall terminate at the end
of the ensuing year.
(b) Notwithstanding Paragraph (a) above, this Agreement may be
sooner terminated by Sands for Cause, by Executive without consent of
Sands, by Sands without Cause, or by Sands in the event of the Total
Disability of Executive.
(c) On termination of this Agreement pursuant to Paragraph (a)
above, or by Sands for Cause, or by Executive without consent of Sands,
all benefits and compensation shall cease as of the date of such
Termination. On termination of this Agreement by Sands without Cause
all benefits and compensation shall continue for six months after such
termination.
4. BUSINESS EXPENSE REIMBURSEMENT. Executive will be entitled to
reimbursement by Sands for the reasonable business expenses paid by him on
behalf of Sands in the course of his employment hereunder on presentation to
Sands of appropriate vouchers (accompanied by receipts or paid bills) setting
forth information sufficient to establish:
(a) the amount, date, and place of each such expense;
(b) the business reason for each such expense and the nature of the
business benefit derived or expected to be derived as a result thereof;
and
(c) the names, occupations, addresses, and other information
sufficient to establish the business relationship to Sands of any
person who was entertained by Executive.
5. COMPENSATION. Sands agrees to pay Executive, and Executive agrees to
accept from Sands, during the first year after January 9, 2000, for the services
to be rendered by him hereunder a minimum salary at the rate of $170,000 per
annum payable in arrears in weekly installments. Executive thereafter shall
receive annual salary reviews provided that such salary shall not be reduced
below the annual salary of $170,000 or as established at the preceding
compensation review.
(a) Executive shall be considered for annual bonuses pursuant to the
Sands Bonus Policy at a position rate of 30% of annual salary.
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(b) If Sands institutes a retirement, bonus or other benefit plan
which applies generally to executive officers of Sands, Executive shall
be entitled to participate therein, but not to the extent such benefits
would be duplicative of the benefits herein.
(c) All payments by Sands shall be subject to required withholdings
including taxes.
6. STOCK OPTIONS.
(a) As of the date of this Agreement, Sands hereby grants to
Executive an option to purchase ten thousand (10,000) shares of the
common stock of Sands at the per share price reflected at close of
business January 7, 2000, and is subject to the terms and conditions of
the Sands Stock Option Plan.
(b) The Stock Options shall vest and become exercisable as to 5,000
shares on January 7, 2001, and as to the remaining 5,000 shares on
January 7, 2002.
(c) The number of shares subject to the Stock Options will be
adjusted for stock splits and reverse splits; provided that such number
of shares shall not be adjusted if Sands should otherwise change or
modify its capitalization, including but not limited to the issuance by
Sands of new securities (including options or convertible securities),
ESOP's or other executive stock plans. It is the intent of the parties
that the stock subject to the Stock Options shall be subject to
dilution, except for stock splits and reverse splits.
(d) Executive shall have no right to sell, alienate, mortgage,
pledge, gift or otherwise transfer the Stock Options or any rights
thereto, except by will or by the laws of descent and distribution, and
except as specifically contemplated in the Plan. In any event, any
transfer must comply with applicable state and federal securities laws.
7. BENEFIT AND BINDING EFFECT. This Agreement shall inure to the
benefit of and be binding upon Sands, their successors and assigns, including
but not limited to, any corporation, person or other entity which may acquire
all or substantially all of the assets and business of Sands or any corporation
with or into which they may be consolidated or merged. Sands may assign their
rights and obligations to another present or future member of Sands. The rights
and obligations of Executive hereunder may not be delegated or assigned, except
that Executive may, without the prior consent of any member of Sands, assign to
his spouse, or to a family member, proceed of payments resulting from his death
or a disability which, in either case, occurs after a termination of this
Agreement.
8. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same instrument.
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9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without reference to the choice
of law principles thereof.
10. ENTIRE AGREEMENT. This Agreement sets forth and is an integration
of all of the promises, agreements, conditions, and understandings among the
parties hereto with respect to all matters contained or referred to herein, and
all prior promises, agreements, conditions, understandings, warranties or
representations, oral, written, express or implied, are hereby superseded and
merged herein.
11. VALIDITY OF PROVISIONS. Should any provision(s) of this Agreement
be void or unenforceable in whole or in part, the remainder of this Agreement
shall not in any way be affected thereby, and such provision(s) shall be
modified or amended so as to provide for the accomplishment of the provision(s)
and intentions of this Agreement to the maximum extent possible.
12. MODIFICATIONS OR DISCHARGE. This Agreement shall not be deemed
waived, changed, modified, discharged, or terminated in whole or in part, except
as expressly provided for herein or by written instrument signed by all parties
hereto.
13. NOTICES. Any notice which either party may wish to give to the
other parties hereunder shall be deemed to have been given when actually
received by the party to whom it is addressed. Notices hereunder may be sent by
courier, mail, telefax, telegram or telex, to the following addresses, or to
such other addresses as the parties may from time to time furnish to each other
by like notice:
SANDS REGENCY CASINO HOTEL
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxx, Xxxxxx 00000
XXXXX X. XXXX
0000 Xxxxxxxx Xxxxxx
Xxxx, Xxxxxx 00000
14. SUPPLEMENTAL AGREEMENT. It is acknowledged and agreed that the
Employment Agreement between Xxxxx X. Xxxx and the Sands Regent entered into on
January 9, 2000, supercedes the prior Employment Agreement entered into on
February 6, 1995.
THE SANDS REGENT XXXXX X. XXXX
By: /s/ Xxxxxx X. Xxxxx /s/ Xxxxx X. Xxxx
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Xxxxxx Xxxxx, President and Xxxxx X. Xxxx
Chief Executive Officer
Date: January 9, 2000 Date: January 9, 2000
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