EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.1
This Executive Employment Agreement (this “Agreement”) is entered into, to be
effective as of January 8, 2009 (the “Effective Date”), between Black Gaming, LLC, a Nevada
limited liability company (the “Company”) and Xxxxxx X. Xxxxx, Xx. (the
“Executive”). The Company and the Executive are individually, a “Party” and
collectively, the “Parties.”
Preliminary Statements
A. The Executive is an employee of the Company.
B. Subject to the terms and conditions set forth herein, the Company desires to continue to
employ the Executive and to enter into this Agreement embodying the existing terms of such
employment, and the Executive desires to enter into this Agreement and accept such employment.
Agreement
In consideration of the mutual covenants and for other good and valuable consideration, the
Parties hereto agree as follows:
1. Definitions. In addition to certain terms defined elsewhere in this Agreement, the
following terms shall have the following respective meanings:
1.1 “Affiliate” shall mean any Person who controls, is controlled by, or is under
common control with the Company.
1.2 “B&BB” shall mean B&BB, Inc., a Nevada corporation.
1.3 “Bank of New York” shall mean The Bank of New York Trust Company, N.A.
1.4 “Business Day” shall mean any day other than a weekend, a federal or Nevada state
holiday or a vacation day for the Executive.
1.5 “Cause” shall mean:
(a) the indictment of the Executive by a state or federal grand jury of competent jurisdiction
or the filing of a criminal complaint or information, for a felony or any other offense involving
embezzlement or misappropriation of funds, or any act of moral turpitude, dishonesty or lack of
fidelity;
(b) the conviction of, or judgment against, the Executive by a civil or criminal court of
competent jurisdiction for a felony or any other offense involving embezzlement or misappropriation
of funds, or any act of moral turpitude, dishonesty or lack of fidelity;
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(c) the denial, revocation or suspension of a license, qualification or the suitability of the
Executive by the Gaming Authorities whose consent, approval, license, waiver, order, determination
of suitability or other authorization is required in connection with the operation of the Company
or its Affiliates;
(d) has materially failed to perform the duties required of the Executive in accordance with
the written standards adopted by the Company from time to time; or
(e) has materially breached the terms of this Agreement.
1.6 “Company Property” shall mean all items and materials that are created, compiled,
existing, or received by the Company during the course of the Executive’s employment with the
Company, all items and materials provided by the Company to the Executive, or to which the
Executive has access, in the course of his employment, including, without limitation, all files,
records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment,
computer disks, videotapes, drawings, blueprints, other similar items relating to or emanating from
the Company, its Affiliates or their respective customers, whether prepared by the Executive or
others, and any and all copies, abstracts and summaries thereof.
1.7 “Confidential Information” shall mean all nonpublic and/or proprietary information
(in whatever form, including, without limitation, information that is written, electronically
stored, orally transmitted or memorized) relating to the business of the Company or any Affiliate
or that is created, discovered, developed, or otherwise becomes known to the Company, including,
without limitation, its patrons, customer lists, products, programs, projects, promotions,
marketing plans and strategies, business plans or practices, business operations, employees,
invitees, research and development products or information, intellectual property, software,
databases, pricing information and accounting and financing data. Confidential Information shall
include such information whether furnished before or after the Effective Date, and Confidential
Information shall include information concerning the Company’s or any Affiliate’s customers, such
as their identity, address, preferences, playing patterns and ratings or any other information kept
by the Company or any Affiliate concerning its customers regardless of whether such information has
been reduced to documentary or tangible form. Confidential Information does not include (i)
information that is, or becomes, available to the general public unless such availability occurs
through an unauthorized act on the part of the Executive or (ii) Executive’s general knowledge and
business expertise related to casino, hotel, or resort operations.
1.8 “Consolidated EBITDA” shall have the meaning provided in Section 4.2.
1.9 “Consolidated Net Income” shall have the meaning provided in Section 4.2.
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1.10 “Disability” shall mean a physical or mental incapacity that occurs during the
Term that prevents the Executive from performing, with reasonable accommodation, the essential
functions of his position with the Company for a minimum period of 120 days. In the
Event of Disability, the Executive hereby agrees to submit to medical examinations by a
licensed healthcare professional selected by the Company, in its sole discretion, to determine
whether a Disability exists. In addition, the Executive may submit to the Company documentation of
a Disability, or lack thereof, from a licensed healthcare professional of his choice. Following a
determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed
healthcare professional, the other Party may submit subsequent documentation relating to the
existence of a Disability from a licensed healthcare professional selected by such other Party. In
the event that the medical opinions of such licensed healthcare professionals conflict, such
licensed healthcare professionals shall appoint a third licensed healthcare professional to examine
the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.
1.11 “Fee” shall have the meaning provided in Section 4.2.
1.12 “Gaming Authorities” shall mean the state and local governmental, regulatory and
administrative authorities, agencies, boards and officials responsible for or involved in the
regulation of gaming, gaming activities or the operations of the Company in any jurisdiction and,
within the State of Nevada, specifically, the Nevada Gaming Commission and the Nevada State Gaming
Control Board.
1.13 “Indemnifiable Action” shall have the meaning provided in Section 8.
1.14 “Indentures” shall mean: (i) that Indenture, dated as of December 20, 2004, by
and among the Issuers, as issuers, and the Bank of New York, as trustee, under which the 9.000%
Senior Secured Notes due 2012 were issued by the Issuers, as issuers, as may be modified, amended
or supplemented from time to time; and (ii) that Indenture, dated as of December 20, 2004, by and
among the Issuers, as issuers, and the Bank of New York, as trustee, under which the 12.750% Senior
Subordinated Discount Notes due 2013 were issued by the Company, as may be modified, amended or
supplemented from time to time.
1.15 “Issuers” shall mean Virgin River, RBG and B&BB.
1.16 “Person” shall mean a natural person, any form of business and any other
non-governmental legal entity including, but not limited to, a corporation, partnership, trust, or
limited liability company.
1.18 “Salary” shall have the meaning provided in Section 4.1.
1.19 “Term” shall have the meaning provided in Section 2.2.
1.20 “Termination Without Cause” shall have the meaning provided in Section
5.3.
1.21 “Virgin River” shall mean Virgin River Casino Corporation, a Nevada corporation.
1.22 “Voluntary Termination” shall have the meaning provided in Section 5.4.
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2. Term.
2.1 Employment. The Company hereby employs the Executive, and the Executive hereby
accepts employment with the Company, in the position and with the duties and responsibilities as
set forth in Section 3 for the Term, subject to the terms and conditions of this Agreement.
2.2 Term. The initial term (“Term”) shall commence as of the Effective Date
and shall terminate, unless sooner terminated as provided in Section 5, at 11:59 p.m.
(Pacific Standard Time), on December 31, 2009; provided that the Term shall automatically renew for
successive one year periods unless: (i) it has sooner terminated as provided in Section 5;
or (ii) either Party has notified the other in writing at least 30 days prior to the otherwise
scheduled expiration of the Term that such Term shall not so renew.
3. Position. During the Term, the Executive shall be employed as Chief Executive
Officer of the Company with the duties, responsibilities and authorities customarily associated
with such position for other businesses of the same size and industry, together with any other
duties as may be reasonably requested by the manager of RBG and the Board of Directors of B&BB and
Virgin River from time to time, which may include duties for one or more Affiliates of the Company.
4. Compensation and Benefits.
4.1 Salary. During the Term, the Company shall pay the Executive an annualized salary
of Five Hundred and Seventy-Seven Thousand and Five Hundred Dollars ($577,500) (the
“Salary”), which shall accrue in equal bi-weekly installments in arrears and shall be
payable in accordance with the payroll practices of the Company in effect from time to time. The
Salary is subject to a five percent increase on January 1 of each renewal period following the
Effective Date; provided, however, the first such increase shall take effect on January 1, 2010.
4.2 Management Fee. The Company shall pay the Executive a management fee equal to
five percent of the Consolidated EBITDA (as defined in the Indentures) of the Issuers (the
“Fee”) for the applicable year, which shall be paid as follows: (i) commencing as of
January 1, 2009, on the eighth day of January of each year, the Company shall pay 90% of the
estimated Fee, which will be based upon an estimate of the Consolidated Net Income (as defined in
the Indentures) and other amounts that comprise the calculation of the Consolidated EBITDA; and
(ii) within 30 days after the determination of the Consolidated EBITDA of the Issuers for the
applicable year, using information that is contained in the financial statements that are to be
delivered in accordance with Section 4.3 of the Indentures, the Company shall pay the Executive the
difference between the amount paid under clause (i) and the amount of the Fee. If, after
determination of the Consolidated EBITDA of the Issuers for the applicable year, the amount paid
under clause (i) is greater than the amount of the Fee for the applicable year, the Executive shall
promptly repay the excess Fee to the Company.
4.3 Reimbursement. During the Term, the Executive shall be entitled to receive
reimbursement by the Company, upon submission of adequate documentation, for all
reasonable out-of-pocket expenses incurred by the Executive in performing services under this
Agreement.
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4.4 Car Allowance. In addition to the Salary and the Fee, the Executive shall be
entitled to a car allowance of not less than Nineteen Thousand Two Hundred Dollars ($19,200)
annually, which shall be earned in bi-weekly installments.
4.5 Complimentaries. The Executive shall be entitled to receive various food, spa,
hotel rooms and related services from the Company and the Issuers at no charge; provided, however,
such complimentaries shall not exceed Two Thousand Dollars ($2,000) per month, shall be calculated
and determined consistent with the past practices of the Company, and shall be additional
compensation of the Executive to the extent of the value of such complimentaries that are used by
the Executive.
4.6 Pension and Welfare Benefit Plans and Other Plans. Beginning on the Effective
Date, the Executive shall be entitled to participate in all employee benefit programs and plans,
consistent with the terms of such programs and plans, made available to the Company’s executives or
salaried employees generally, as such programs may be in effect from time to time.
4.7 Other Perquisites. During the Term, the Executive also shall be entitled to any
of the Company’s executive perquisites in accordance with the terms and provisions of the
applicable policies. The Executive shall be entitled to paid personal time off and paid vacation
days, consistent with past practices.
4.8 Withholding and Other Deductions. All compensation payable to the Executive
hereunder shall be subject to all such deductions as the Company is from time to time required to
make pursuant to law, governmental regulation or order.
5. Termination of Employment.
5.1 Termination Due to Death or Disability. In the event of the cessation of the
Executive’s employment under this Agreement due to death or Disability, the Executive or the
Executive’s legal representatives, as the case may be, shall be entitled to:
(a) (i) in the case of the death of the Executive, the earned and unpaid Salary as of the date
of the death, or (ii) in the case of the Disability of the Executive, Salary at the rate in effect
at the determination of Disability through the date of such determination of Disability;
(b) reimbursement for expenses incurred but not yet reimbursed by the Company; and
(c) any other compensation and benefits to which the Executive or legal representatives may be
entitled to under the applicable plans, programs and agreements of the Company.
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5.2 Termination by the Company for Cause. The Company may terminate the
Executive’s employment for Cause at any time during the Term by giving written notice to the
Executive of the Company’s intention to terminate his employment for Cause; such termination shall
be effective as of the date of such notice to the Executive. In the event the Executive’s
employment is terminated by the Company for Cause, the Executive shall be entitled to:
(a) the Salary at the rate in effect at the time of termination through the date of
termination of employment;
(b) reimbursement for expenses incurred but not yet reimbursed by the Company; and
(c) any other compensation and benefits to which the Executive may be entitled under
applicable plans, programs and agreements of the Company.
The Executive’s entitlement to the foregoing shall be without prejudice to the right of the Company
to claim or xxx for any damages or other legal or equitable remedy to which the Company may be
entitled as a result of such Cause; provided, however, that offset shall not be available to the
Company in any event.
5.3 Termination Without Cause. In the event the Executive’s employment is terminated
by the Company without Cause (“Termination Without Cause”), which shall not include a
termination pursuant to Section 5.2 and which shall be effective immediately, unless a
later date is stated, upon delivery of a written notice of such termination from the Company to the
Executive, the Executive shall be entitled to:
(a) an amount equal to the Salary for the remainder of the Term (the “Salary Termination
Payment”). The Executive may elect, within one Business Day of such termination, at the
Executive’s option to receive the Salary Termination Payment either (i) in equal monthly
installments over the remaining period of the Term, or (ii) in a lump-sum payment within one
Business Day following termination of the Executive’s employment;
(b) within 30 days after the effective date of the Termination Without Cause, (i) any portion
of the Fee for any prior year which has not yet been paid based upon the estimated Consolidated
EBITDA; and (ii) with respect to the year in which the Termination Without Cause occurs, the Fee
based upon the estimated Consolidated EBITDA for such year through the effective date of the
termination;
(c) reimbursement for expenses incurred but not yet reimbursed by the Company; and
(d) any other compensation and benefits to which the Executive may be entitled under
applicable plans, programs and agreements of the Company.
5.4 Voluntary Termination. A “Voluntary Termination” shall mean a termination
of employment by the Executive on his own initiative. In the event of a Voluntary Termination, the
Executive shall be entitled to:
(a) the Salary at the rate in effect at the time of termination through
the date of termination of employment;
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(b) reimbursement for expenses incurred but not yet reimbursed by the Company; and
(c) any other compensation and benefits to which the Executive may be entitled under
applicable plans, programs and agreements of the Company.
5.5 No Mitigation; No Offset. In the event of any termination of the Executive’s
employment under this Agreement, the Executive shall be under no obligation to seek other
employment, and there shall be no offset against amounts due the Executive under this Agreement on
account of any remuneration attributable to any subsequent employment that the Executive may
obtain.
6. Non-Solicitation and Non-Disclosure.
6.1 General. The Parties understand and agree that the purpose of the restrictions
contained in this Section 6 is to protect the goodwill and other legitimate business
interests of the Company, and that the Company would not have entered into this Agreement in the
absence of such restrictions. The Executive acknowledges and agrees that the restrictions are
reasonable and do not, and will not, unduly impair his ability to make a living after the
termination of his employment with the Company.
6.2 Non-Solicitation. In consideration for this Agreement to employ the Executive and
the other valuable consideration provided for hereunder, during the Term and for a period of 12
months after the date of the expiration or termination of this Agreement (except for Termination
Without Cause in which event the period shall be for a period of three months after the date of the
termination of this Agreement), the Executive warrants and covenants that he shall not unless
acting on behalf of the Company or on behalf of any Affiliate, directly or indirectly, for himself
or any third party, or alone or as a member of a partnership, or as an officer, director,
shareholder or otherwise:
(a) call on, solicit, induce to leave and/or take away, or attempt to call on, solicit, induce
to leave and/or take away, any of the known, significant customers of the Company, either for the
Executive’s own account or for any third party, without the prior written consent of the Company,
such consent to be within the Company’s sole and absolute discretion;
(b) call on, solicit and/or take away, any potential or prospective significant customer of
the Company, on whom the Executive called or with whom Executive became acquainted during
employment (either before or during the Term), either for Executive’s own account or for any third
party, without the prior written consent of the Company, such consent to be within the Company’s
sole and absolute discretion; and/or
(c) approach or solicit any employee or independent contractor of the Company or its
Affiliates with a view towards enticing such person to leave the employ or service of the Company,
or hire or contract with any employee or independent contractor of the Company, without the prior
written consent of the Company, such consent to be within the Company’s sole and absolute
discretion.
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6.3 Non-Disclosure. In consideration for this Agreement to employ the Executive and
the other valuable consideration provided for hereunder, except in connection with the Executive’s
performance of his duties hereunder and without limiting the provisions of Section 7, the
Executive warrants and covenants that he shall not engage in the following acts, without the prior
written consent of the Company, such consent to be within the Company’s sole and absolute
discretion:
(a) disclose to any third party the names and addresses of any of the customers of the
Company, or any other information pertaining to those customers; and/or
(b) disclose to any third party any Confidential Information.
6.4 Survival. The Executive agrees that the provisions of this Section 6 shall
survive the termination of this Agreement.
7. Confidential Information and Company Property.
7.1 Confidential Information. The Executive understands and acknowledges that
Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not
be converted to the Executive’s own or any third party’s use by the Executive. Accordingly, the
Executive hereby agrees that he shall not, without the prior written consent of the Company, such
consent to be within the Company’s sole and absolute discretion, directly or indirectly, during the
Term or any time thereafter, disclose any Confidential Information to any Person except in the
course of carrying out the Executive’s responsibilities on behalf of the Company (e.g., providing
information to the Company’s attorneys, accounts, bankers and representatives of the Company) or if
required to do so pursuant to the order of a court having jurisdiction over the subject matter or a
summons, subpoena or order in the nature thereof of any legislative body (including any committee
thereof and any litigation or dispute resolution method against the Company related to or arising
out of this Agreement) or any governmental or administrative agency.
7.2 Required Disclosure. In the event the Executive is required by law or court order
to disclose any Confidential Information or to produce any Company Property, the Executive promptly
shall notify the Company of such requirement and provide the Company with a copy of any court order
or of any law that requires such disclosure, and, if the Company so elects, to the extent permitted
by law, give the Company an adequate opportunity, at its own expense, to contest such law or court
order prior to any such required disclosure or production by the Executive.
7.3 Survival. The Executive agrees that the provisions of this Section 7 shall
survive the termination of this Agreement.
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8. Indemnification. The Company agrees that if the Executive is made a party or is
threatened to be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (an “Indemnifiable Action”), by reason of the fact that he
is or was a director or officer of the Company or is or was serving at the request of the Company
as a director, officer, member, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee benefit plans,
regardless of whether the basis of such Indemnifiable Action is alleged action in an official
capacity as a director, officer, member, employee or agent, the Company shall indemnify, defend,
and hold the Executive harmless to the fullest extent permitted by Nevada law and the Company’s
bylaws and operating agreements, as applicable, as the same exist or may hereafter be amended (but,
in the case of any such amendment to the Company’s by-laws and/or operating agreement(s), only to
the extent such amendment permits the Company to provide broader indemnification rights than the
Company’s bylaws and/or operating agreement(s) permitted the Company to provide before such
amendment), against all expense, liability and loss (including, without limitation, attorneys’
fees, costs, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Executive in connection therewith. The indemnification allowed by this Section does
not include suits initiated by the Executive against the Company.
9. Miscellaneous.
9.1 Notices. All notices, requests, demands and other communications required or
permitted to be given under this Agreement shall be in writing and shall be deemed given: (i) two
Business Days after being sent by a nationally recognized overnight delivery service; or (ii) upon
receipt of electronic or other confirmation of transmission if sent via facsimile, in each case at
the addresses or facsimile numbers (or at such other address or facsimile number for a party as
shall be specified by like notice) set forth below:
| Executive: | Xxxxxx X. Xxxxx, Xx. 00000 X. Xxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000 |
||
| Company: | Black Gaming, LLC 00000 X. Xxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000 Attention: |
9.2 Arbitration. Except for disputes relating to worker’s compensation claims of the
Executive, any and all disputes that may arise between the Parties, which shall include, but are
not limited to, any employment related claim whether based on statute or common law and/or disputes
relating to this Agreement, shall be resolved by arbitration administered by the American
Arbitration Association under its National Rules for Resolution of Employment Disputes or other
applicable rules or as otherwise mutually agreed to by the Parties. Any arbitration under this
Section shall take place in Las Vegas, Nevada and shall be governed by the procedural and
substantive law of Nevada. However, nothing herein shall preclude or prohibit the Company or the
Executive from seeking or obtaining injunctive relief in court.
9.3 Beneficiaries. In the event of the Executive’s death or a judicial determination
of his incompetence, reference in this Agreement to the Executive shall be deemed, where
appropriate, to refer to his beneficiaries, estate or other legal representative.
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9.4 Representations and Warranties of the Executive. The Executive hereby represents
and warrants that he has the full legal capacity to enter into this Agreement and that there is no
agreement to which he is a party or beneficiary that would prevent, contravene or otherwise
adversely impact the Executive’s ability to comply with the terms and obligations set forth herein.
9.5 Representations and Warranties of the Company. As of the Effective Date, the
Company further represents and warrants to the Executive that upon execution of this Agreement,
this Agreement shall become a binding obligation of the Company and shall be enforceable against it
in accordance with its terms, except as may be limited by laws generally affecting the enforcement
of contracts. The Company has the power to enter into and perform all of its obligations under
this Agreement, and this Agreement has been authorized by all necessary action on the party of the
Company.
9.6 Assignability; Binding Nature. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors, heirs and assigns; provided, however,
that no rights or obligations of the Executive under this Agreement may be assigned or transferred
by the Executive, other than rights to compensation and benefits hereunder, that may be transferred
only by will or operation of law and subject to the limitations of this Agreement.
9.7 Entire Agreement. This Agreement contains the entire agreement between the
Parties and supersedes all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the Parties relating to the subject matter set forth
herein, except that this Agreement shall not be superseded by but shall operate in tandem with any
employee benefit plans.
9.8 Amendment or Waiver. This Agreement cannot be changed, modified or amended
without the consent in writing of both the Executive and the Company. No waiver by either party at
any time of any breach by the other party of any condition or provisions of this Agreement shall be
deemed a waiver of a similar or dissimilar condition or provision at the same or at any prior or
subsequent time. Any waiver must be in writing and signed by the Executive or an authorized
officer of the Company, as the case may be.
9.9 Interpretation. The captions of the sections of this Agreement are for
convenience and reference only, and the words contained therein shall in no way be held to explain,
modify, amplify or aid in the interpretation, construction or meaning of this Agreement. Any
pronouns or references used herein shall be deemed to include the masculine, feminine or neuter
genders as appropriate. Any expression in the singular or the plural shall, if appropriate in the
context, include both the singular and the plural.
9.10 Partial Invalidity. Each provision hereof shall be interpreted in such manner as
to be effective and valid under applicable law, but in case any provisions herein are, for any
reason, held to be invalid, illegal or unenforceable in any respect, such provisions shall be
ineffective to the extent, but only to the extent, of such invalidity, illegality or
unenforceability without invalidating the remainder of such provisions or any other provisions
hereof, unless such a construction would be unreasonable.
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9.11 Survival. The respective rights and obligations of the Parties shall survive any
termination of this Agreement to the extent necessary to the intended preservation of such rights
and obligations.
9.12 Governing Law. To the extent not otherwise expressly stated herein, any and all
dispute resolution shall be governed by and construed and interpreted in accordance with the
procedural and substantive laws of the State of Nevada without reference to the principles of
conflict of laws thereof.
9.13 Attorneys’ Fees. In the event an action, claim or suit is brought to enforce the
terms of this Agreement or to collect damages claimed as a result of a breach of this Agreement,
the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs and all
other expenses reasonably associated with the enforcement of this Agreement.
9.14 Headings. The headings of the sections and subsections contained in this
Agreement are for convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
9.15 Counterparts. This Agreement may be executed in counterparts, including facsimile
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement with the same effect as if all Parties had signed the same signature page. Any
signature page of this Agreement may be detached from any counterpart of this Agreement and
reattached to any other counterpart of this Agreement identical in form hereto but having attached
to it one or more additional signature pages.
9.16 Acknowledgment. The Executive represents and acknowledges that he has carefully
read this Agreement in its entirety, understands the terms and conditions contained herein, has had
the opportunity to review this Agreement with legal counsel of his own choosing and has not relied
on any statements made by the Company or its legal counsel as to the meaning of any term or
condition contained herein or in deciding whether to enter into this Agreement. The Executive
further acknowledges that he is executing this Agreement freely, knowingly and voluntarily and that
the Executive’s execution of this Agreement is not the result of any fraud, duress, mistake, or
undue influence whatsoever.
(Signature page follows.)
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of Effective Date.
| COMPANY: | EXECUTIVE: | |||||||||
| Black Gaming, LLC., a Nevada limited liability company | ||||||||||
By: |
/s/ Xxxxxx X. Xxxxx, Xx. | /s/ Xxxxxx X. Xxxxx, Xx. | ||||||||
| Its | Xxxxxx X. Xxxxx, Xx. | |||||||||
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