EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this 17th
day of August, 1999, by and between HARVEYS CASINO RESORTS, a Nevada
corporation, hereinafter referred to as "HARVEYS" and/or "EMPLOYER," and
XXXXX XXXXX, hereinafter referred to as "EMPLOYEE":
W I T N E S S E T H:
WHEREAS, HARVEYS desires to continue to secure the benefits of
EMPLOYEE's background, knowledge, experience, ability, expertise and industry
to promote and maintain HARVEYS stability, growth, viability and
profitability; and
WHEREAS, HARVEYS desires to continue to engage the services of EMPLOYEE,
who is desirous of being employed by HARVEYS under the terms and conditions
as herein set out; and
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, together with other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
do hereby agree as follows:
I
DEFINITIONS
1.01 EMPLOYEE shall at all times mean XXXXX XXXXX.
1.02 EMPLOYER shall at all times mean HARVEYS CASINO RESORTS, a Nevada
corporation, and its Successors in Interest together with its subsidiaries.
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1.03 HARVEYS shall at all times mean HARVEYS CASINO RESORTS, a Nevada
corporation, and its Successors-in-Interest together with its subsidiaries.
1.04 Successor in Interest shall mean any entity which is the successor
or assign of HARVEYS, at law or at equity, and shall include without
limitation, any entity into which HARVEYS is merged or consolidated, and any
entity to which all or substantially all of the assets or businesses of
HARVEYS are transferred.
II
NATURE OF EMPLOYMENT AND DUTIES OF EMPLOYEE
2.01 Effective upon the Commencement Date of this Agreement, EMPLOYEE
shall remain Senior Vice-President/General Manager of HARVEYS CASINO/HOTEL in
HARVEYS Council Bluffs, Iowa facility, or assume such other position as
determined by the President/Chief Executive Officer of HARVEYS. EMPLOYEE
shall do and perform all services, acts, or things necessary or advisable to
assist in the management and conduct of the business of EMPLOYER, subject
always to the policies as set forth by the Board of Directors.
2.02 EMPLOYEE shall be responsible for directing the operation of
Harveys Council Bluffs by working within the overall company strategic and
policy framework; directing operating departments for successful
implementation of business policies and plans for the property; providing
support in the conceptual,
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strategic, and policy formulation functions of the business; directing and
coordinating property activities to obtain optimum efficiency and economy of
operations and to maximize profits, and such other responsibilities or duties
that HARVEYS may assign from time to time.
2.03 EMPLOYEE has reviewed and concurs with his responsibilities and
duties as set forth in Section 2.02 above.
2.04 EMPLOYEE shall devote his entire productive time, ability and
attention to the business of EMPLOYER during the term of this Agreement.
EMPLOYEE shall not directly or indirectly render any service of a business,
commercial or professional nature, to any other person or organization,
whether for compensation or otherwise, without the prior written consent of
the President/Chief Executive Officer of HARVEYS except that EMPLOYEE shall
not be precluded from involvement in charitable or civic activities or his
personal financial investments provided the same do not interfere with
EMPLOYEE's time or attention to the business of EMPLOYER.
2.05 EMPLOYEE agrees, to the best of his ability and experience, to at
all times conscientiously perform all of the duties and obligations expressly
required of EMPLOYEE.
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III
TERM OF EMPLOYMENT
3.01 EMPLOYER hereby employs EMPLOYEE, and EMPLOYEE hereby agrees to be
employed by EMPLOYER for a period of at least two (2) years commencing on the
1st day of July, 1999,(the "Commencement Date") and terminating on the 30th
day of June, 2001. This Agreement may be terminated earlier as hereinafter
provided or may be extended or modified only by written document signed by
both parties hereto specifically referencing this instrument.
IV
TERMINATION OF EMPLOYMENT WITHOUT CAUSE
4.01 EMPLOYEE may be terminated at any time, without cause, or as
referenced in paragraph 5 herein, by EMPLOYER on thirty (30) days' prior
written notice to EMPLOYEE. In the event of such termination without cause,
EMPLOYEE shall continue to be paid EMPLOYEE's annual salary as set forth in
Paragraph 6.01, as such salary may be modified from time to time, and
continue to receive medical, vision and dental benefits as set forth in
Paragraph 7.06 for the balance of the contract term, or twelve (12) months,
whichever is lesser.
4.02 EMPLOYEE may, at EMPLOYEE's option and right, terminate this
Agreement at any time by giving HARVEYS thirty (30) days prior written
notice. Upon any such termination of this Agreement by EMPLOYEE, EMPLOYER
shall be under no obligation to EMPLOYEE except to pay EMPLOYEE's then annual
salary and perquisites for services
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performed up to the effective date of termination.
4.03 If during the term hereof EMPLOYEE shall die or become disabled,
EMPLOYEE shall be entitled to such death and/or disability benefits that may
be due EMPLOYEE under any benefit plans of EMPLOYER in effect from time to
time in which EMPLOYEE is eligible to participate.
V
TERMINATION OF EMPLOYMENT FOR CAUSE
5.01 EMPLOYER may at any time, at its election, by providing written
notice to EMPLOYEE stating with specificity the reason for the termination,
immediately terminate this Agreement and the employment term should EMPLOYEE:
(a) be negligent or willfully malfeasant in the performance of
EMPLOYEE's duties to EMPLOYER set forth in Article II hereof;
(b) be convicted of any felony or a crime involving moral
turpitude;
(c) be dishonest with respect to EMPLOYER (including without
limitation, fraud);
(d) use or impart any confidential or proprietary information of
EMPLOYER or any of its subsidiaries or affiliates in violation of EMPLOYER's
policy regarding confidentiality or any
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confidentiality or proprietary agreement to which EMPLOYER is a party, which
act or actions have a material adverse effect on EMPLOYER; or
(e) fail to obtain or retain any permits, licenses, or approvals
which may be required by any state or local authorities in order to permit
EMPLOYEE to continue employment as contemplated by this Agreement.
Upon the occurrence of any of the above, at EMPLOYER's sole option,
EMPLOYEE's employment shall immediately terminate and EMPLOYER shall be under
no further obligation to EMPLOYEE except to pay EMPLOYEE his annual salary
for such services as may have been performed up to the date of such
termination.
VI
COMPENSATION OF EMPLOYEE
6.01 ANNUAL SALARY - EMPLOYEE shall receive an annual salary of Two
Hundred Ten Thousand Dollars ($210,000.00), payable in at least monthly
installments, less all applicable Federal, State and Local Taxes, Social
Security and any other government mandated deductions. EMPLOYEE's annual
salary shall be subject to an annual review, as determined by EMPLOYEE's
direct supervisor, and the President/Chief Executive Officer of HARVEYS
within the parameters set forth by HARVEYS Board of Directors.
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VII
OTHER PERQUISITES
7.01 HARVEYS 401(k) PLAN - During the employment term, EMPLOYEE shall
be allowed to participate in HARVEYS 401(k) Plan as such plan may be in
effect and amended from time to time.
7.02 VACATION - EMPLOYEE shall be entitled to vacation and holiday pay
in accordance with EMPLOYER's policy for EMPLOYEE's position as may be in
place from time to time, with credit being given as of EMPLOYEE's original
hire date.
7.03 COMPLIMENTARY PRIVILEGES - EMPLOYEE shall be entitled to Level I
complimentary privileges as are afforded all other corporate employees of
equal job code.
7.05 MANAGEMENT INCENTIVE PLAN (MIP) - EMPLOYEE shall be eligible to
participate in EMPLOYER's Management Incentive Plan as such plan may be in
effect or amended from time to time.
7.06 MEDICAL, VISION AND DENTAL INSURANCE - EMPLOYER shall provide
medical, vision and dental benefits to EMPLOYEE and EMPLOYEE's spouse and
dependents in accordance with EMPLOYER's Class I coverage under EMPLOYER's
Executive Medical Plan, as such plan may be in effect or amended from time to
time.
7.07 DEFERRED COMPENSATION PROGRAM - EMPLOYEE shall be allowed to
participate in EMPLOYER's Deferred Compensation Program as said program may
be in effect or amended from time to time.
7.08 GROUP LIFE INSURANCE - During the term of this
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Agreement, EMPLOYER shall furnish EMPLOYEE with Group Term Life Insurance and
Accidental Death/Dismemberment Insurance with the maximum benefit being equal
to two (2) times EMPLOYEE's annual salary, up to a maximum of $500,000.00.
7.09 GROUP LONG TERM DISABILITY - During the term of this Agreement,
EMPLOYER shall furnish EMPLOYEE with Group Term Disability insurance in
accordance with EMPLOYER's then existing policy. The maximum insurance
benefit to be paid EMPLOYEE shall be sixty percent (60%) of EMPLOYEE's annual
salary to be paid for the duration of EMPLOYEE's permanent disability.
7.10 STOCK OPTIONS AND STOCK GRANTS - EMPLOYEE's rights to stock
options and/or stock grants, are those set forth in the Management Stock
Option and Restricted Stock Agreement, dated as of February 2, 1999, as may
be amended from time to time and as supplemented by action of the Board of
Directors in Resolution 1999-5.
VIII
ARBITRATION
8.01 Except as necessary for EMPLOYER and its subsidiaries, affiliates,
successors or assigns or EMPLOYEE to specifically enforce or enjoin a breach
of this Agreement (to the extent such remedies are otherwise available), the
parties agree that any and all disputes that may arise in connection with,
arising out of or
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relating to this Agreement, or any dispute that relates in any way, in whole
or in part, to EMPLOYEE's employment with EMPLOYER or any subsidiary, the
termination of that employment or any other dispute by and between the
parties or their subsidiaries, affiliates, successors or assigns, shall be
submitted to binding arbitration in Xxxxxxx County, Nevada according to the
National Employment Dispute Resolution Rules and procedures of the American
Arbitration Association. The parties agree that the prevailing party in any
such dispute shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he or it may
be entitled. This arbitration obligation extends to any and all claims that
may arise by and between the parties or their subsidiaries, affiliates,
successors or assigns and expressly extends to, without limitation, claims or
causes of action for wrongful termination, impairment of ability to compete
in the open labor market, breach of an express or implied contract, breach of
the covenant of good faith and fair dealing, breach of fiduciary duty, fraud,
misrepresentation, defamation, slander, infliction of emotional distress,
disability, loss of future earnings and claims under the Nevada Constitution,
the United States Constitution, and applicable state and federal fair
employment laws, federal and state equal employment opportunity laws, and
federal and state labor statutes and regulations, including, but not limited
to, the
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Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as
amended, the Americans With Disabilities Act of 1990, as amended, the
Rehabilitation Act of 1973, as amended, the Employee Retirement Income
Security Act of 1974, as amended, the Age Discrimination in Employment Act of
1967, as amended, and other state or federal law.
IX
MISCELLANEOUS
9.01 This Agreement shall be construed and governed by the laws of the
State of Nevada.
9.02 This Agreement, shall bind and inure to the benefit of the
EMPLOYER, its successors and assigns and EMPLOYEE, his heirs, executors and
administrators. No transfer or assignment of this Agreement shall release
EMPLOYER from any obligation to EMPLOYEE hereunder.
9.03 Notices to or for the respective parties shall be given in writing
and delivered in person or mailed by certified or registered mail, addressed
to the respective party at the address as set out below, or at such other
address as either party may elect to provide in advance in writing, to the
other party:
EMPLOYEE: Xxxxx Xxxxx
000 Xxxxxxx Xxxxx
Xxxxxxx Xxxxxx Xxxx 00000
EMPLOYER:
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HARVEYS CASINO RESORTS
Attn: XXXXXXX X. XXXXXXX
President/Chief Executive Officer
Highway 50 and Xxxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxxxx, XX 00000
WITH A COPY TO: Xxxxxx X. Xxxxxx, Esq.
XXXXXXXXX & XXXXXX, LTD.
276 Xxxxxxxxx Grade, Xxxxx 0000
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxx, XX 00000
9.04 Should any provision of this Agreement be held to be invalid,
illegal, or unenforceable by reason of any rule of law or public policy, all
other provisions of this Agreement shall remain in effect. No provision of
this Agreement shall be deemed dependent on any other provision unless so
expressed herein.
9.05 Nothing contained in this Agreement shall be construed to require
the commencement of any act contrary to law. Should any conflict between any
provision of this Agreement and any statute, law, ordinance, or regulation,
contrary to which the parties have no legal right to contract arise or exist,
then the latter shall prevail; but in such event, the provisions of this
Agreement so affected shall be curtailed and limited only to the extent
necessary to bring it within the legal requirements.
9.06 The several rights and remedies provided for in this Agreement
shall be construed as being cumulative, and no one of
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them shall be deemed to be exclusive of the others or of any right or remedy
allowed by law. No waiver by EMPLOYER or EMPLOYEE of any failure by EMPLOYEE
or EMPLOYER, respectively, to keep or perform any provision of this Agreement
shall be deemed to be a waiver of any preceding or succeeding breach of the
same or other provision.
9.07 This Agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to the employment
of EMPLOYEE by EMPLOYER along with the other instruments executed
concurrently herewith, contain all of the covenants, conditions and
agreements between the parties with respect to such employment. Each party
to this Agreement acknowledges that no representations, inducements, promises
or other agreements excepting those specifically set forth herein, oral or
otherwise, have been made by any party, or anyone acting on behalf of any
party, which are not embodied herein, and that no other agreement, statement
or promise not contained in this Agreement shall be valid or binding. Any
addendum to or
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modification of this Agreement shall be effective only if it is in
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writing and signed by the parties to be charged.
EMPLOYEE:
/s/ XXXXX XXXXX
---------------------------------------
XXXXX XXXXX
EMPLOYER:
HARVEYS CASINO RESORTS, A NEVADA
CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
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XXXXXXX X. XXXXXXX
President/Chief Executive Officer
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