EXHIBIT 10.36
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EMPLOYMENT AGREEMENT
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This Employment Agreement ("Agreement") is executed as of this 21st day of
September, 1999 ("Effective Date"), by and between:
AMERICAN BINGO AND GAMING CORPORATION, a Delaware corporation ("American
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Bingo"), and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual ("▇▇▇▇▇").
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TERM
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American Bingo will employ ▇▇▇▇▇, and ▇▇▇▇▇ will serve American Bingo, under the
terms of this Agreement, for an initial term ("Term") of three (3) years
commencing on 21 September 1999 ("Employment Date").
The terms of this Agreement may be extended provided American Bingo and ▇▇▇▇▇
agree in writing to such an extension. ▇▇▇▇▇'▇ employment may be terminated
earlier as provided in this Agreement.
EMPLOYMENT
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American Bingo hereby employs ▇▇▇▇▇ as its President.
▇▇▇▇▇ shall exercise such authority, perform such executive duties and functions
and discharge such responsibilities as the Board of Directors may from time to
time determine, consistent with his position as President and the By-Laws of the
Company. ▇▇▇▇▇ shall report directly and be responsible solely to the Board of
Directors of the Company.
▇▇▇▇▇ shall devote his substantially full attention and time, skill and efforts
to the business of American Bingo.
The Board of Directors will nominate ▇▇▇▇▇ to serve as a Director of American
Bingo and ▇▇▇▇▇ will serve as a Director, if American Bingo's shareholders elect
him. ▇▇▇▇▇ will not receive additional compensation for serving as a Director.
COMPENSATION AND BENEFITS
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American Bingo shall pay to ▇▇▇▇▇ an annual base salary of $100,000, in
accordance with the normal payroll practices of American Bingo.
American Bingo shall pay to ▇▇▇▇▇, as incentive compensation, 100,000 shares of
American Bingo common stock when the stock price closes at $2.00/share and
100,000 additional shares when the stock price closes at each and every even
multiple above $2.00/share.
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|Example: When the common stock price closes at $2.00/share, American|
|Bingo pays to ▇▇▇▇▇ 100,000 shares of American Bingo common stock.|
|When the common stock price closes at $3.00/share, American Bingo|
|Pays to ▇▇▇▇▇ an additional 100,000 shares of American Bingo common|
|stock, etc. |
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▇▇▇▇▇ shall be entitled to participate in American Bingo's benefit programs as
generally available to all of its employees. American Bingo will reimburse ▇▇▇▇▇
for all business expenses incurred in performing his duties under this
Agreement.
American Bingo will reimburse ▇▇▇▇▇ for fifty percent (50%) of his office
expenses in Austin, Texas including rent, parking, administrative support,
insurance, maintenance, telephone, utilities, office machines, office supplies
and any other normal expenses of maintaining a business office.
American Bingo shall indemnify ▇▇▇▇▇ to the fullest extent permitted by law.
▇▇▇▇▇ shall be entitled to the protection of all insurance policies American
Bingo maintains.
TERMINATION OF EMPLOYMENT
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AMERICAN BINGO MAY TERMINATE THIS AGREEMENT AND ▇▇▇▇▇'▇ EMPLOYMENT UNILATERALLY
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AND IN ITS ABSOLUTE DISCRETION UPON THIRTY (30) DAYS WRITTEN NOTICE. In the
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event that American Bingo terminates this Agreement and ▇▇▇▇▇'▇ employment,
American Bingo shall pay to ▇▇▇▇▇ $100,000 as a severance payment and ▇▇▇▇▇ will
be entitled to no other compensation.
▇▇▇▇▇ may terminate this Agreement unilaterally and in his absolute discretion
upon ninety (90) days written notice.
This Agreement will terminate automatically should American Bingo be sold to or
merged with another company, public or private. In the event such a sale or
merger should result in the shareholders of American Bingo common stock
receiving consideration, in any form, equal to or greater than $3.00/share,
▇▇▇▇▇ shall be entitled to receive 500,000 shares of common stock of American
Bingo immediately prior to the consummation of any such sale or merger.
MISCELLANEOUS PROVISIONS
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CONFIDENTIALITY. For the Term of this Agreement and twelve (12) months
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thereafter, ▇▇▇▇▇ agrees to maintain confidentiality about every aspect of
American Bingo learned during his employment by American Bingo except as
required by law.
NON-COMPETITION. ▇▇▇▇▇ agrees that he will not compete directly with American
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Bingo during the term of this Agreement and twelve (12) months thereafter.
NOTICES. All communications required by this Agreement will be in writing and
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delivered in person or sent by United States registered mail, return receipt
requested, postage prepaid, to:
American Bingo & Gaming Corp.
Attn: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, Chairman
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ @ 9th Street
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
DISPUTE RESOLUTION. Any matter arising from this Agreement that cannot be
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resolved by direct negotiation between American Bingo and ▇▇▇▇▇, must be
resolved by binding arbitration in Austin, Texas in accordance with the rules of
the American Arbitration Association then in effect. The prevailing party will
be entitled to the award of pre-and post-judgment interest, legal fees and
expenses in accordance with the decision of the arbitrator. Judgment may be
entered on the arbitrator's award in any court having appropriate jurisdiction.
TIME. Time is of the essence in this Agreement.
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ASSIGNMENT. Neither American Bingo nor ▇▇▇▇▇ may assign their rights, duties or
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obligations under this Agreement.
SEVERABILITY. To the extent any provision of this Agreement or portion thereof
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shall be invalid or unenforceable, it shall be considered deleted and the
remainder of such provision and of this Agreement shall be unaffected and shall
continue in full force and effect.
GOVERNING LAW. This Agreement shall be governed by and construed and enforced
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in accordance with the laws of the State of Texas.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement by American
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Bingo and ▇▇▇▇▇ and supersedes any and all prior agreements or understandings.
This Agreement may be amended or modified only by written instrument executed by
American Bingo and ▇▇▇▇▇.
AGREED:
AMERICAN
BINGO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board
Date: 1-5-2000
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Date: 1-5-2000
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