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EXHIBIT 10.50
EXECUTIVE LEASING AGREEMENT
(Xx. Xxxxxx X. Xxxxxx)
THIS EXECUTIVE LEASING AGREEMENT (the "Leasing Agreement") is made by
and between Xxxxxx'x Operating Company, Inc., a corporation organized and
existing under the laws of the State of Delaware ("HOC"), and Jazz Casino
Company, L.L.C., a limited liability company organized and existing under the
laws of the State of Louisiana ("JCC").
Section 1. Effective Date and Term. The term of this Leasing Agreement
shall commence as of January 1, 1999, and end as of January 3, 2000, unless
earlier terminated by either party hereto with 30 days prior written notice made
in accordance with Section 16 of this Leasing Agreement.
Section 2. Leased Executive. HOC and JCC agree that during the term of
this Agreement, Xxxxxx X. Xxxxxx (the "Leased Executive"), an employee of HOC,
shall perform such tasks and duties for the benefit of JCC as may be identified
from time to time by the President of JCC. The parties further agree that during
the term of this Agreement, the Leased Executive shall devote his full time and
attention to the performance of such tasks and duties.
The parties agree that if the employment of the Leased Executive with
HOC is terminated (whether voluntarily or involuntarily), HOC shall use its best
efforts to replace the executive with an executive who is acceptable to JCC, but
only for the remaining term of this Leasing Agreement, and it is understood and
agreed that HOC shall have no liability to JCC on account of such termination.
Section 3. Performance of Services. The parties agree that the services
provided by the Leased Executive for the benefit of JCC hereunder shall be
substantially performed from the business premises of JCC in New Orleans and, in
connection therewith, JCC agrees to provide such office space, administrative
and secretarial support, equipment and supplies as the Leased Executive may
reasonably require to perform such duties.
Section 4. Reimbursement of Expenses. Pursuant to the terms of a
separate agreement with the Leased Executive, JCC shall directly reimburse to
the Leased Executive reasonable expenses associated with the performance of his
duties hereunder, including travel expenses, meals, lodging and transportation
while in the New Orleans area. The Leased Executive shall provide such
documentation to JCC as JCC may reasonably request to substantiate such
expenses. JCC shall indemnify and hold harmless HOC for the payment of such
expenses.
Section 5. Status of Leased Executive. HOC and JCC acknowledge that the
Leased Executive is and shall remain an employee of HOC. HOC is and shall remain
solely responsible for all matters related to: (a) the payment of compensation,
(b) the payment, withholding and remittance of all applicable Federal and state
income and employment taxes, (c) the provision of
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workers' compensation insurance, and (d) the provision of additional fringe
benefits, each with respect to the Leased Executive. HOC agrees to indemnify and
hold harmless JCC from any penalty, tax, liability or other damage arising from
HOC's failure to perform the obligations set forth in this Section 5.
Section 6. Remuneration of Leased Executive. HOC shall pay such amounts
and provide such benefits to the Leased Executive as may be agreed upon by HOC
and the Leased Executive, from time to time. Such compensation and benefits may
include coverage under the benefit plans, policies and programs regularly
maintained by HOC for the benefit of its employees and similarly situated
executives. Such compensation and benefits shall be paid at such times and in
such manner as may be agreed upon by HOC and the Leased Executive.
The parties hereto intend that any service rendered by the Leased
Executive for the benefit of JCC, including any compensation paid to the Leased
Executive by HOC with respect thereto, shall be treated as service with HOC for
purposes of coverage under or the determination of any benefit payable from any
employee benefit plan, policy or program maintained by HOC, including, without
limitation, any such qualified employee benefit plan. HOC agrees to use its best
efforts to ensure that such service and compensation is properly credited in
accordance with the provisions of this Section 6.
Section 7. Administration, Training and Discipline of Executive. During
the term of this Agreement, HOC shall remain responsible for the training,
evaluation, discipline and termination of the Leased Executive. Notwithstanding
the foregoing, JCC, through its President, shall be entitled to supervise and
direct the Leased Executive as to the performance of those duties and
responsibilities that are agreed upon by the Leased Executive, JCC and/or HOC
from time to time.
Section 8. Payment by JCC. During the term of this Leasing Agreement,
JCC shall reimburse to HOC the amounts actually paid to Leased Executive by HOC,
representing monthly payments of the Leased Executive's base salary and benefits
in effect, from time to time, during the term of this Agreement and with respect
to which months the Leased Executive performs services hereunder.
Unless this Leasing Agreement is amended in accordance with the
provisions of Section 19 hereof, JCC shall not be responsible for payments in
excess of the foregoing amounts.
Section 9. Status as an Employer. The parties acknowledge that the
services provided by the Leased Executive hereunder (whether characterized as a
direct, borrowed, special or statutory employee) are an integral part of and are
essential to the business and operations of JCC. JCC and HOC agree that
notwithstanding any characterization of JCC as the special, principal or
statutory employer of such executive under applicable law, HOC shall remain
primarily responsible for the payment of applicable worker's compensation
benefits to such Leased Executive, shall not be entitled to seek contribution
for any such payment from JCC, and HOC shall indemnify and hold harmless JCC for
any and all workers' compensation payments made by JCC to such executive.
During the term of this Leasing Agreement, HOC shall procure and
maintain worker's compensation insurance with respect to the Leased Executive in
form and substance satisfactory to JCC.
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Section 10. Indemnification reimbursement. JCC acknowledges that the
Leased Executive is a party to the Indemnification Agreement, effective February
22, 1996, between Xxxxxx'x Entertainment, Inc. and the Leased Executive, a copy
of which is attached hereto as Exhibit "A" (the "Indemnification Agreement"),
which provides for, under certain circumstances, the indemnification of the
Leased Executive. JCC agrees that should the Leased Executive become entitled to
any indemnity payment or Expense Advance as a result of an Indemnifiable Event,
as such terms are defined in or contemplated by the Indemnity Agreement,
occurring while the Leased Executive is performing tasks or duties for the
benefit of JCC under Section 2 hereof, JCC will reimburse the party making such
payment to, or on behalf of the Leased Executive; provided, however, that in any
such event, legal counsel appointed to represent the interests of the Leased
Executive shall be selected by the mutual agreement of JCC and HOC after
obtaining the views of Xxxxxx X. Xxxxxx with respect to the said counsel.
Section 11. Waiver. The failure by any party to enforce any of its
rights hereunder shall not be deemed to be a waiver of such rights, unless such
waiver is an express written waiver. Waiver of any one breach shall not be
deemed to be waiver of any other breach of the same or any other provision
hereof.
Section 12. Employment Rights. This Leasing Agreement is solely for the
benefit of HOC and JCC and is not intended to constitute or create or vary any
contract or arrangement as between the Leased Executive and JCC, or to modify
the existing employment relationship as between HOC and the Leased Executive.
Section 13. Governing Law. The validity of this Leasing Agreement, the
construction of its terms and the determination of the rights and duties of the
parties hereto shall be governed by and construed in accordance with federal
laws and regulations and the internal laws of the State of Louisiana applicable
to contracts made and to be performed wholly within such state.
Section 14. Counterparts. This Leasing Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
Section 15. Headings. The headings of sections and subsections hereof
are included solely for the convenience of reference and shall not control the
meaning or interpretation of any of the provisions of the Leasing Agreement.
Section 16. Assignment. This Leasing Agreement and all obligations of
JCC and HOC hereunder shall be binding on such parties and on any successor
thereto. This Leasing Agreement may not be assigned, in whole or in part, by JCC
or HOC, as the case may be, without the express written consent of the other
party; provided, however, that either party may assign this Leasing Agreement,
without consent, to any affiliate or successor, if such assignment is part of a
reorganization whereby substantially all of the party's business or operations,
or in the case of HOC, the unit or component of HOC's business or operations to
which the Leased Executive has heretofore been assigned, is transferred to such
affiliate or successor.
Section 17. Notices. All notices, requests, demands and other
communications provided for by this Leasing Agreement shall be in writing and
may be delivered in person, delivered
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by overnight courier, transmitted by telecopier with transmission confirmed or
mailed by United States mail, postage prepaid, addressed as follows:
If to HOC: Xxxxxx'x Operating Company, Inc.
0000 Xxxx Xxxxx Xxxxxxxxx Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx
Fax: (000) 000-0000
If to JCC: Jazz Casino Company, L.L.C.
000 Xxxxx Xxxxxx Xx.
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attn: Xx. Xxxxxxxxx Xxxxxxx
Fax: 000-000-0000
Notices hereunder shall be deemed given upon receipt.
Section 18. Integration and Amendment. The terms of this Leasing
Agreement supersede any prior agreement or understanding, whether written or
oral, relating to such subject matter hereof. No modification or amendment to
this Leasing Agreement shall be effective or binding unless in writing,
specifying such modification or amendment, executed by both parties hereto.
Section 19. Insurance; Liability. HOC shall have no liability for the
negligence, error or nonperformance of the Leased Executive with respect to the
services described herein. During the term of this Leasing Agreement, JCC agrees
to procure and maintain an employer's liability policy in form and amount
satisfactory to HOC, which shall include coverage against any claim arising out
of or attributable to any error, act or omission or negligent or fraudulent act
by the Leased Executive while performing services to or for the benefit of JCC
in accordance with the terms of this Leasing Agreement. Such policy shall
contain a specific endorsement naming HOC as an additional insured for the
purposes of this Leasing Agreement and all deductibles, shall be assumed by, for
the account of, and at JCC's own expense and risk.
Section 20. Amendment. This Leasing Agreement, including any exhibits
hereto, may be amended by written act executed by the parties hereto.
THIS EXECUTIVE LEASING AGREEMENT was duly executed by the parties
hereto in multiple counterparts, each of which shall be deemed an original, to
be effective as of the date designated in Section 1 hereof.
Xxxxxx'x Operating Company, Inc. Jazz Casino Company, L.L.C.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxx Xxxxxxxxx X. Xxxxxxx
--------------------------------- President
Title: Executive Vice President
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Date: Date:
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