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
XXXXXXX X. XXXXX, an individual ("Xxxxx").
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TERM
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American Bingo will employ Xxxxx, and Xxxxx 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 Xxxxx
agree in writing to such an extension. Xxxxx'x employment may be terminated
earlier as provided in this Agreement.
EMPLOYMENT
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American Bingo hereby employs Xxxxx as its President.
Xxxxx 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. Xxxxx shall report directly and be responsible solely to the Board of
Directors of the Company.
Xxxxx shall devote his substantially full attention and time, skill and efforts
to the business of American Bingo.
The Board of Directors will nominate Xxxxx to serve as a Director of American
Bingo and Xxxxx will serve as a Director, if American Bingo's shareholders elect
him. Xxxxx will not receive additional compensation for serving as a Director.
COMPENSATION AND BENEFITS
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American Bingo shall pay to Xxxxx an annual base salary of $100,000, in
accordance with the normal payroll practices of American Bingo.
American Bingo shall pay to Xxxxx, 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 Xxxxx 100,000 shares of American Bingo common stock.|
|When the common stock price closes at $3.00/share, American Bingo|
|Pays to Xxxxx an additional 100,000 shares of American Bingo common|
|stock, etc. |
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Xxxxx shall be entitled to participate in American Bingo's benefit programs as
generally available to all of its employees. American Bingo will reimburse Xxxxx
for all business expenses incurred in performing his duties under this
Agreement.
American Bingo will reimburse Xxxxx 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 Xxxxx to the fullest extent permitted by law.
Xxxxx 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 XXXXX'X 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 Xxxxx'x employment,
American Bingo shall pay to Xxxxx $100,000 as a severance payment and Xxxxx will
be entitled to no other compensation.
Xxxxx 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,
Xxxxx 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, Xxxxx agrees to maintain confidentiality about every aspect of
American Bingo learned during his employment by American Bingo except as
required by law.
NON-COMPETITION. Xxxxx 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: Xxxxxx X Xxxxxxx, Chairman
0000 Xxxxxxxxxx Xxxxxxx
Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxxxx X. Xxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxxxxxx Xxxxxx @ 9th Street
Xxxxxx, Xxxxx 00000
Xxxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
DISPUTE RESOLUTION. Any matter arising from this Agreement that cannot be
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resolved by direct negotiation between American Bingo and Xxxxx, 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 Xxxxx 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 Xxxxx 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 Xxxxx.
AGREED:
AMERICAN
BINGO
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chairman of the Board
Date: 1-5-2000
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XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Date: 1-5-2000
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