EXHIBIT 10.8
____________________________________________
EMPLOYMENT AGREEMENT
____________________________________________
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this 4th
day of August, 1999, to be effective as of the Effective Date (as hereafter
defined), by and between HWCC DEVELOPMENT CORPORATION ("Employer") and JURIS
BASENS ("Employee").
W I T N E S S E T E T H:
WHEREAS, Employer is a corporation, duly organized and existing under the
laws of the State of Texas, and whose affiliate, HWCC-Shreveport, Inc., has
entered into an agreement to manage the Hollywood Casino in Shreveport (the
"Casino") and has a need for qualified, experienced personnel;
WHEREAS, Employee is an adult individual currently residing at 0000 Xxx
Xxxxx Xxxxx, Xxxxxx, Xxxxxxxxx.
NOW, THEREFORE, for and in consideration of the foregoing recitals, and in
consideration of the mutual covenants, agreements, understandings, undertakings,
representations, warranties and promises hereinafter set forth, and intending to
be legally bound thereby, Employer and Employee do hereby covenant and agree as
follows:
1. DEFINITIONS. As used in this Agreement, the words and terms
-----------
hereinafter defined have the respective meanings ascribed to them herein, unless
a different meaning clearly appears from the context:
(a) "Cause" means any of the following: (i) Employee's failure (for
-----
any reason other than as the result of a Complete Disability) to
perform Employee's duties under this Agreement with a reasonable
degree of diligence, competence and effectiveness; (ii) Employee's
engagement in any personal misconduct involving dishonesty,
illegality, or moral turpitude which is materially detrimental or
injurious to the business
interests, reputation or goodwill of Employer or Employer's
Affiliates; (iii) Employee's engagement in any material act of
dishonesty, disloyalty, or infidelity against Employer or Employer's
Affiliates; (iv) Employee's breach of or other failure to perform
under any of the material terms and covenants of this Agreement; (v)
Employee's willful violation of any policy established by Employer
with respect to the operation of Employer's business and affairs, or
the conduct of Employer's employees; (vi) Employee's insubordination
with respect to, or willful failure, in any material respect, to carry
out all reasonable and lawful instructions issued by, the President or
Chief Executive Officer of Employer; and (vii) Employee's failure to
maintain in force and in good standing any and all licenses, permits
and/or approvals required of Employee by the relevant governmental
authorities for the discharge of the obligations of Employee under
this Agreement. All determinations of the existence of "Cause,"
including without limitation any determination with respect to
performance, reasonableness, effectiveness, materiality and injury,
shall be made in good faith by the Employer's Board of Directors and
shall be conclusive as to all parties.
(b) "Complete Disability" means the inability of Employee, due to
-------------------
illness or accident or other mental or physical incapacity, to perform
his obligations under this Agreement for a period of one hundred
eighty (180) calendar days in the aggregate over a period of five
hundred (500) consecutive calendar days, such "Complete Disability" to
become effective upon the expiration of such one hundred eightieth
(180th) day.
(c) "Effective Date" means August 30, 1999.
--------------
(d) "Employee" means Employee as earlier defined in this Agreement.
--------
(e) "Employer" means Employer as earlier defined in this Agreement.
--------
(f) "Employer's Affiliates" means any parent, subsidiary or affiliated
---------------------
corporation or other legal entity of Employer.
(g) "Prior Employment" means any prior employment Employee has had
----------------
with either Employer or Employer's Affiliates.
2. PRIOR EMPLOYMENT. Employee represents and warrants that, as of the
----------------
Effective Date, other than this Agreement Employee is neither a party to nor
subject to any agreement governing or restricting his employment or in any way
limiting his ability to perform fully and completely his duties under, and
comply with the terms set forth in, this Agreement. Employee
2
further represents and warrants that, in performing his employment duties under
this Agreement, he will not violate any agreement between him and any prior
employer, or any obligation imposed upon him by any federal or state statute or
common-law provision relating to the disclosure of trade secrets and/or
proprietary information. This Agreement supersedes and replaces any and all
prior employment agreements, whether written or oral, by and between Employee,
on the one side, and Employer or Employer's Affiliates, on the other side. From
and after the Effective Date, Employee shall be the employee of Employer solely
under the terms of and pursuant to the conditions set forth in this Agreement.
3. BASIC EMPLOYMENT AGREEMENT. Subject to the terms and conditions
--------------------------
hereinafter set forth, Employer hereby employs Employee during the Term
hereinafter specified to serve in a managerial or executive capacity, under a
title and with such duties not inconsistent with those set forth in Paragraph 4
of this Agreement, as the same may be modified and/or assigned to Employee by
Employer from time to time.
4. DUTIES OF EMPLOYEE. Employee shall perform such duties assigned to
------------------
Employee by Employer as are generally associated with the duties of Vice
President and General Manager, including but not limited to (i) the efficient
and continuous operation of the Casino and its related operations; (ii) the
preparation of relevant budgets and operating plans and the allocation of
relevant funds; (iii) the selection and delegation of duties and
responsibilities of subordinates; (iv) the direction, review and oversight of
all operations and programs under Employee's supervision; and (v) such other and
further duties as are assigned by Employer to Employee.
5. ACCEPTANCE OF EMPLOYMENT. Employee hereby unconditionally accepts the
------------------------
employment set forth hereunder, under the terms and conditions set forth in this
Agreement.
3
Employee hereby covenants and agrees that, during the Term of this Agreement,
Employee will devote the whole of his normal and customary working time and best
efforts solely to the performance of Employee's duties under this Agreement.
6. TERM. The term of this Agreement (the "Term") shall commence on the
----
Effective Date and, unless sooner terminated as provided herein, expire on
August 30, 2002.
7. SPECIAL TERMINATION PROVISIONS. Notwithstanding the provisions of
------------------------------
Paragraph 6 above, this Agreement and all parties' rights and obligations
hereunder shall terminate upon the occurrence of any of the following events:
(a) the death of Employee;
(b) the giving of written notice from Employer to Employee of the
termination of this Agreement upon the Complete Disability of
Employee;
(c) the giving of written notice by Employer to Employee of the
termination of this Agreement upon the discharge of Employee for
Cause;
(d) the giving of written notice by Employer to Employee of the
termination of this Agreement without Cause; provided, however, that
such notice must be accompanied by Employer's written tender to
Employee of Employer's unconditional commitment to continue to pay to
Employee the compensation set forth in Paragraph 8(a) of this
Agreement, under the terms and conditions of this Agreement;
(e) cause beyond the control of Employer and without its fault or
negligence. Such causes may include, but are not limited to, acts of
god or a public enemy, acts of government in either its sovereign or
contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, riots, freight embargoes, power outages or
unusually severe weather conditions.
8. COMPENSATION TO EMPLOYEE. For and in complete consideration of
------------------------
Employee's full and faithful performance of his duties under this Agreement,
Employer hereby covenants and agrees to pay to Employee, and Employee hereby
covenants and agrees to accept from Employer, the following items of
compensation:
4
(a) Base Salary. Employer hereby covenants and agrees to pay to Employee,
-----------
and Employee hereby covenants and agrees to accept from Employer, an annual base
salary of Two Hundred Twenty-Five Thousand and No/100 Dollars, payable in such
equal regular installments as is Employer's custom and usage. Such base salary
shall be exclusive of and in addition to any other benefits which Employer, in
its sole discretion, may make available to Employee, including, but not limited
to, any pension plans, bonus plans, retirement plans, company life insurance
plan or medical and/or hospitalization plans.
(b) Incentive Compensation Plan. Employee shall be entitled to
---------------------------
participate in the incentive compensation plan of the Corporation. The
incentive compensation will be payable by Employer to Employee in accordance
with the terms of such incentive compensation plan, as such terms may be
modified from time to time by Employer in its sole discretion. Notwithstanding
anything to the contrary set forth in this Paragraph 8(b), (i) Employer's
additional compensation under this Paragraph 8(b) will in no event be less than
$8,333 per month through December 31, 2000 and (ii) for each calendar year
thereafter, Employee's "target bonus" under any such plan will be no less than
$150,000.
(c) Signing Bonus. In consideration of Employee entering into this
-------------
Agreement, Employee shall be entitled to a bonus of $75,000, payable on or
within fourteen (14) days of the Effective Date.
(d) Employee Benefit Plans. Employer hereby covenants and agrees that
----------------------
it shall include Employee, if otherwise eligible, in any pension plans,
retirement plans, company life insurance plans, medical and/or hospitalization
plans, and/or any and all other benefit plans which may be placed in effect by
Employer during the Term of this Agreement, as such plans may be modified by
Employer from time to time in its sole discretion. Nothing in this Agreement
shall require Employer to
5
establish any employee benefit plan or to maintain any such plan in existence.
(e) Expense Reimbursement. During the Term of this Agreement, Employer
---------------------
shall either pay directly or reimburse Employee for Employee's reasonable
expenses incurred for the benefit of Employer in accordance with Employer's
general policy regarding reimbursement, as the same may be amended, modified or
changed from time to time, provided that Employee timely submits to Employer
appropriate documentation of such expenses.
(f) Licensing Expenses. Employer hereby covenants and agrees that Employer
------------------
shall pay all licensing fees and expenses incurred by Employee in securing and
maintaining such licenses and permits required of Employee in order to perform
his duties under this Agreement.
(g) Vacations and Holidays. Commencing as of the Effective Date of this
----------------------
Agreement, Employee shall be entitled to (i) annual paid vacation leave in
accordance with Employer's standard policy therefor, as such policy may be
modified by Employer from time to time in its sole discretion, to be taken at
such times as selected by Employee and approved by Employer, and (ii) the
following paid holidays (or, at Employer's option, an equivalent number of paid
days off): New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, Christmas Day and up to three (3) additional floating holidays
which vary from year to year.
(h) Payroll Deductions; Continued Employment Required. All of the
-------------------------------------------------
compensation provided to Employee under this Agreement shall be subject to such
payroll deductions as are required by law. Except to the extent otherwise
provided in Paragraph 7(d) of this Agreement, Employee's right to continue to
receive the compensation set forth in this Agreement shall be expressly
conditioned on Employee's remaining employed by Employer under this Agreement.
6
9. LICENSING REQUIREMENTS.
----------------------
(a) Employer and Employee hereby covenant and agree that this Agreement
may be subject to the approval of the Louisiana Gaming Control Board and any
other jurisdiction in which Employer or Employer's Affiliates conducts business
(the "Gaming Authorities") pursuant to the provisions of the Louisiana Riverboat
Economic Development and Gaming Control Act and any other applicable law and the
regulations promulgated thereunder (collectively, the "Gaming Acts"). In the
event this Agreement is required to be approved by the Gaming Authorities and is
not so approved by the Gaming Authorities, this Agreement shall immediately
terminate and shall be null and void and of no further force or effect;
provided, however, should this Agreement not be approved by the Gaming
Authorities, Employer and Employee shall hereby covenant and agree that, with
the exception of the provisions of Paragraph 8 of this Agreement, this Agreement
shall be deemed modified and amended so as to receive the appropriate approval
from the Gaming Authorities.
(b) Employer and Employee hereby covenant and agree that, in order for
Employee to discharge the duties required under this Agreement, Employee may be
required to hold casino key employee licenses (the "Licenses") as issued by one
or more of the Gaming Authorities pursuant to the terms of the Gaming Acts and
as otherwise required by this Agreement. In the event that any of the Gaming
Authorities objects to the renewal of Employee's License, or any of the Gaming
Authorities refuses to renew Employee's applicable License, Employer, at
Employer's sole cost and expense, shall promptly defend such action and shall
take such reasonable steps as may be required to secure such Gaming Authority's
approval. The foregoing notwithstanding, if such Gaming Authority's refusal to
renew Employee's License arises as a result of any of the events described in
Paragraph 1(a) of this Agreement, Employer's obligations under this Paragraph 9
shall not be operative and Employee shall promptly reimburse Employer upon
demand for any expenses incurred
7
by Employer pursuant to this Paragraph 9.
10. CONFIDENTIALITY. Employee hereby warrants, covenants and agrees that,
---------------
without the prior express written approval of Employer, Employee shall hold in
the strictest confidence and shall not disclose to any person, firm, corporation
or other entity, any and all of Employer's confidential information, including,
but not limited to (i) information or other documents concerning Employer's
business, customers or suppliers; (ii) Employer's marketing methods, files and
credit and collection techniques and files; or (iii) Employer's trade secrets
and other "know-how" or information not of a public nature, regardless of how
such information came into the custody of Employee. The warranty, covenant and
agreement set forth in this Paragraph 10 shall not expire, shall survive this
Agreement and shall be binding upon Employee without regard to the passage of
time or other events.
11. RESTRICTIVE COVENANT. Employee hereby covenants and agrees that,
--------------------
during the Term of this Agreement, Employee shall not directly or indirectly,
either as a principal, agent, employee, employer, consultant, partner,
shareholder of a closely held corporation or shareholder in excess of five
percent (5%) of a publicly traded corporation, corporate officer or director, or
in any other individual or representative capacity, engage or otherwise
participate in any manner or fashion in any business that is in competition with
the principal business activity of Employer or Employer's Affiliates in or about
the State of Louisiana, including any navigable waterways which are wholly
within the State of Louisiana, which are partly within the State of Louisiana
and partly outside the State of Louisiana, or which form a boundary between the
State of Louisiana and any other state or body politic. Employee hereby further
acknowledges and agrees that the restrictive covenant contained in this
Paragraph 11 is reasonable as to duration, terms and geographical area and that
the
8
same protects the legitimate interests of Employer and Employer's Affiliates,
imposes no undue hardship on Employee and is not injurious to the public.
12. BEST EVIDENCE. This Agreement shall be executed in original and
-------------
"Xerox" or photostatic copies and each copy bearing original signatures in ink
shall be deemed an original.
13. SUCCESSION. This Agreement shall be binding upon and inure to the
----------
benefit of Employer and Employee and their respective successors and assigns.
14. ASSIGNMENT. Employee shall not assign this Agreement or delegate his
----------
duties hereunder without the express written prior consent of Employer thereto.
Any purported assignment by Employee in violation of this Paragraph 14 shall be
null and void and of no force or effect. Employer shall have the right to
assign this Agreement freely; provided, however, that in the event of such an
assignment by Employer and the assignee subsequently defaults under the terms of
this Agreement, Employer shall remain liable for compliance with the terms of
Paragraph 8 of this Agreement.
15. AMENDMENT OR MODIFICATION. This Agreement may not be amended,
-------------------------
modified, changed or altered except by a writing signed by both Employer and
Employee.
16. GOVERNING LAW. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Louisiana in effect on the Effective
Date of this Agreement.
17. NOTICES. Any and all notices required under this Agreement shall be in
-------
writing and shall either hand-delivered; mailed by certified mail, return
receipt requested; or sent via telecopier addressed to:
9
TO EMPLOYER: HWCC Development Corporation
Two Xxxxxxxx Xxxxx, Xxxxx 0000
00000 Xxxx Xxxx, XX 48
Xxxxxx, Xxxxx 00000
Attention: General Counsel
TO EMPLOYEE: Juris Basens
0000 Xxx Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxx 00000
All notices hand-delivered shall be deemed delivered as of the date
actually delivered. All notices mailed shall be deemed delivered as of three (3)
business days after the date postmarked. All notices sent via telecopier shall
be deemed delivered as of the next business day following the date of the
confirmation of delivery. Any changes in any of the addresses listed herein
shall be made by notice as provided in this Paragraph 17.
18. INTERPRETATION. The preamble recitals to this Agreement are
--------------
incorporated into and made a part of this Agreement. Titles of paragraphs are
for convenience only and are not to be considered a part of this Agreement.
19. SEVERABILITY. In the event any one or more provisions of this
------------
Agreement is declared judicially void or otherwise unenforceable, the remainder
of this Agreement shall survive and such provisions shall be deemed modified or
amended so as to fulfill the intent of the parties hereto.
20. DISPUTE RESOLUTION. Except for equitable actions seeking to enforce
------------------
any of the provisions of Paragraphs 10 and 11 of this Agreement, as to which the
parties expressly agree that jurisdiction shall lie solely with the 00/xx/
Xxxxxxxx Xxxxxxxx Xxxxx xx Xxxxxxx Xxxxxx, Louisiana, and agree to submit to the
personal jurisdiction of such court, any and all claims, disputes or
controversies between the parties hereto arising from or otherwise relating to
this Agreement or any
10
alleged breach thereof, on the written demand of either of the parties hereto,
shall be submitted to and be determined solely by final and binding arbitration
held in New Orleans, Louisiana in accordance with the Employment Dispute
Resolution Rules of the American Arbitration Association. This Agreement to
arbitrate shall be specifically enforceable in any court of competent
jurisdiction, and an arbitrator's award in connection with any such dispute may
be enforced by any court with jurisdiction thereof.
21. WAIVER. None of the terms of this Agreement, including this Paragraph
------
21, or any term, right or remedy hereunder shall be deemed waived unless such
waiver is in writing and signed by the party to be charged therewith and in no
event by reason of any failure to assert or delay in asserting any such term,
right or remedy or similar term, right or remedy hereunder.
22. PAROL. This Agreement constitutes the entire agreement between
-----
Employer and Employee with respect to the subject matter hereto and this
Agreement supersedes any prior or contemporaneous understandings, agreements or
undertakings by and between Employer and Employee with respect to the subject
matter hereof.
23. CONDITION PRECEDENT. Notwithstanding anything to the contrary set
-------------------
forth in this Agreement, this Agreement and the obligations of the parties
hereto are subject to the successful pricing of the first mortgage notes in the
original principal amount of approximately $150 million to be issued by
Hollywood Casino Shreveport and Shreveport Capital Corporation.
11
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties
hereto have executed and delivered this Agreement as of the year and date first
above written.
HWCC DEVELOPMENT CORPORATION
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
/s/ JURIS BASENS
--------------------------------
Juris Basens
12
