EXHIBIT 10.7
SEVERANCE AGREEMENT
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This Severance Agreement (this "Agreement") is made this 2nd day of July,
1999, by and between Xxxxx X. Xxxxxxx (hereinafter "Xxxxxxx") and American Bingo
& Gaming Corp. (hereinafter "ABG").
WHEREAS Xxxxxxx is an employee and an officer of ABG;
WHEREAS Xxxxxxx and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Xxxxxxx and ABG, it may be
in the best interest of Xxxxxxx and ABG for Xxxxxxx to terminate her employment
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. Xxxxxxx hereby resigns from any and all positions held
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with ABG and its subsidiaries (if any). Furthermore, Xxxxxxx agrees
not to seek or accept employment with ABG or any of its subsidiaries
for a period of two years from the date hereof.
2. Employment Agreement. The Employment Agreement between Xxxxxxx and ABG
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dated November 2, 1998 is hereby terminated and neither party shall
have any further obligations thereunder.
3. Severance Payment. ABG does hereby agree to pay to Xxxxxxx, no later
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than two business days following the date of this Agreement, $70,000
as a severance payment. The parties further agree that Xxxxxxx shall
not receive, and shall not be entitled to, any further severance
benefits.
4. Confidentiality. Xxxxxxx hereby acknowledges, represents and agrees
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that she 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
she 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, Xxxxxxx may
disclose any information required by law or regulatory agency.
5. Indemnification. ABG agrees to indemnify and hold Xxxxxxx 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 Xxxxxxx in connection with her 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Xxxxxx Xxxxxxxx Jr. /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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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