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EXHIBIT 10.a
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of December 15, 1998 by and
among The Sands Regent ("Sands"), a Nevada corporation, having an office at 000
Xxxxx Xxxxxxxxx Xxxxxx, Xxxx, Xxxxxx 00000, and Xxxxxx X. Xxxxx ("Executive"),
who resides at 0000 Xxxxxxx Xxxx, Xxxx, Xxxxxx 00000.
WHEREAS, Sands is engaged in providing entertainment through the
development and management of Hotel Casinos;
WHEREAS, Sands desires to secure the services of Executive, and Executive
is willing to provide such services, each upon the terms and subject to the
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:
1. DEFINITIONS. For the purposes of this Agreement, the parties hereby adopt the
following definitions:
(a) "Cause" means:
(i) breach by Executive of a fiduciary obligation to any member of
Sands;
(ii) commission by Executive of any act or omission to perform any act
(excluding the omission to perform any act attributable to Executive's
Total Disability) which results in serious adverse consequences to any
member of Sands;
(iii) breach of any of Executive's agreements set forth in this
agreement including, but not limited to, continual failure to perform
substantially his duties with Sands, excessive absenteeism and dishonesty;
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(iv) any attempt by Executive to assign or delegate this Agreement or
any of the rights, duties, responsibilities, privileges or obligations
hereunder without the prior written consent of Sands (except in respect of
any delegation by Executive of his employment duties hereunder to other
executives of Sands in accordance with its usual business practice);
(v) Executive's arrest or indictment for, or written confession of, a
felony or any crime involving moral turpitude under the laws of the United
States.
(vi) death of Executive;
(vii) declaration by a court that Executive is insane or incompetent
to manage his business affairs; or
(viii) the filing of any petition or other proceeding seeking to find
Executive bankrupt or insolvent.
(b) "Executive" means Xxxxxx X. Xxxxx.
(c) "Good Reason" shall mean the occurrence within the term of this
agreement of any of the following events without the Executive's express written
consent: (i) the assignment to the Executive of duties inconsistent with his
position and status as an executive of the Sands, or a substantial alteration in
the nature, status or prestige of the Executive's responsibilities with the
Sands from those in effect immediately prior to such Change in Control; or (ii)
a reduction in the Executive's base salary or bonus opportunity as in effect
immediately prior to the occurrence of such Change in Control; or (iii) any
other material adverse change in the terms or conditions, including location and
travel, of the Executive's employment hereunder following the occurrence of such
Change in Control.
(d) "Sands" means The Sands Regent and its subsidiaries.
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(e) "Termination" means, according to the context, the termination of this
Agreement or the cessation of rendering employment services by Executive.
(f) "Total Disability" means Executive shall become disabled to an extent
which renders him unable to perform the essential functions of his job, with or
without reasonable accommodation, for a cumulative period of twelve (12) weeks
in any twelve (12) month period.
2. EMPLOYMENT.
(a) Commencing December 15, 1998, Sands hereby employs Executive and
Executive hereby accepts employment by Sands to serve as the President and Chief
Executive Officer of Sands. During his period of employment, executive also
agrees to serve in other executive capacities for Sands as may be determined by
the Board of Directors of Sands ("Board"). Executive shall perform services of
an executive nature consistent with his offices with Sands as may from time to
time be assigned or delegated to him by the Board. It is envisioned that these
duties will include inter alia management of the business of Sands.
(b) Executive will devote his full business time and attention to his
duties under this Agreement.
(c) Executive shall perform his duties under this Agreement principally in
or around Reno, Nevada. It is contemplated Executive will travel to carry out
his duties under this Agreement. Air travel and other travel arrangements will
comply with current Sands policies respecting class of travel, etc.
(d) Sands will provide Executive with medical and dental benefits, life
insurance and all other benefit programs as provided to other officers of Sands.
(e) Executive shall have four (4) weeks paid vacation during each year of
this Agreement taken at such times as mutually convenient to Executive and
Sands.
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3. TERM OF EMPLOYMENT.
(a) This Agreement and Executive's employment hereunder shall commence as
of December 15, 1998 and continue until the second anniversary of such date, and
shall be renewed annually at each December 15 anniversary date (commencing
December 15, 1999) for an additional one year period so that the term hereof at
each renewal date shall be a two year period, unless a party to this Agreement
gives notice at least ninety (90) days prior to such renewal date that this
Agreement shall not be renewed, in which case this Agreement shall terminate at
the end of the ensuing year.
(b) Notwithstanding Paragraph (a) above, this Agreement may be sooner
terminated by Sands for Cause, by Executive without consent of Sands, by Sands
without Cause, or by Sands in the event of the Total Disability of Executive.
This Agreement may also be sooner terminated by Executive following any Change
in Control which occurs prior to December 15, 2000 and if within twelve (12)
months following such Change in Control Executive has Good Reason for such
Termination; such Termination by Executive is herein called a
"Termination/Change in Control".
(c) On termination of this Agreement pursuant to Paragraph (a) above, or by
Sands for Cause, or by Executive without consent of Sands, all benefits and
compensation shall cease as of the date of such Termination. On termination of
this Agreement by Sands without Cause or in the event of a termination/change in
control, all benefits and compensation shall continue for the remaining term of
this agreement. In the event of Total Disability of Executive, all benefits and
compensation shall continue for twelve (12) months after such a Termination.
4. BUSINESS EXPENSE REIMBURSEMENT. Executive will be entitled to reimbursement
by Sands for the reasonable business expenses paid by him on behalf of Sands in
the course of his employment hereunder on presentation to Sands of appropriate
vouchers (accompanied by receipts or paid bills) setting forth information
sufficient to establish:
(i) the amount, date, and place of each such expense;
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(ii) the business reason for each such expense and the nature of the
business benefit derived or expected to be derived as a result thereof; and
(iii) the names, occupations, addresses, and other information
sufficient to establish the business relationship to Sands of any person
who was entertained by Executive.
5. COMPENSATION. Sands agrees to pay Executive, and Executive agrees to accept
from Sands, during the first year after December 15, 1998, for the services to
be rendered by him hereunder a minimum salary at the rate of $275,000 per annum
payable in arrears in monthly installments. Executive shall receive an annual
salary increase to a rate of $335,000 per annum at December 15, 1999 and
thereafter shall receive annual salary reviews by the Board provided that such
salary shall not be reduced below $335,000 per year. Executive shall also be
entitled to a signing bonus of $100,000 payable by Sands upon consummation of
this Agreement.
(a) Executive shall be considered for annual bonuses pursuant to the Sands
Bonus Policy at a position rate of 40% of annual salary.
(b) If Sands institutes a retirement, bonus or other benefit plan which
applies generally to executive officers of Sands, Executive shall be entitled to
participate therein, but not to the extent such benefits would be duplicative of
the benefits herein.
(c) All payments by Sands shall be subject to required withholdings
including taxes.
6. STOCK OPTIONS.
(a) As of the date of this Agreement, Sands hereby grants to Executive an
option to purchase one hundred thousand (100,000) shares of the common stock of
Sands at $0.8750 per share (representing the current market price as of December
15, 1998) subject to the terms and conditions of the Sands Stock Option Plan.
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(b) The Stock Options shall vest and become exercisable as to 50,000 shares
on December 15, 1999 and as to the remaining 50,000 shares on December 15, 2000.
(c) The number of shares subject to the Stock Options will be adjusted for
stock splits and reverse splits; provided that such number of shares shall not
be adjusted if Sands should otherwise change or modify its capitalization,
including but not limited to the issuance by Sands of new securities (including
options or convertible securities), ESOP's or other executive stock plans. It is
the intent of the parties that the stock subject to the Stock Options shall be
subject to dilution, except for stock splits and reverse splits.
(d) Executive shall have no right to sell, alienate, mortgage, pledge, gift
or otherwise transfer the Stock Options or any rights thereto, except by will or
by the laws of descent and distribution, and except as specifically contemplated
in the Plan. In any event, any transfer must comply with applicable state and
federal securities laws.
7. BENEFIT AND BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon Sands, their successors and assigns, including but not limited
to any corporation, person or other entity which may acquire all or
substantially all of the assets and business of Sands or any corporation with or
into which they may be consolidated or merged. Sands may assign their rights and
obligations to another present or future member of Sands. The rights and
obligations of Executive hereunder may not be delegated or assigned, except that
Executive may, without the prior consent of any member of Sands, assign to his
spouse, or to a family member, proceeds of payments resulting from his death or
a disability which, in either case, occurs after a termination of this
Agreement.
8. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same
instrument.
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9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA WITHOUT REFERENCE TO THE CHOICE
OF LAW PRINCIPLES THEREOF.
10. ENTIRE AGREEMENT. This Agreement sets forth and is an integration of all of
the promises, agreements, conditions and understandings among the parties hereto
with respect to all matters contained or referred to herein, and all prior
promises, agreements, conditions, understandings, warranties or representations,
oral, written, express or implied, are hereby superseded and merged herein.
11. VALIDITY OF PROVISIONS. Should any provision(s) of this Agreement be void or
unenforceable in whole or in part, the remainder of this Agreement shall not in
any way be affected thereby, and such provision(s) shall be modified or amended
so as to provide for the accomplishment of the provision(s) and intentions of
this Agreement to the maximum extent possible.
12. MODIFICATIONS OR DISCHARGE. This Agreement shall not be deemed waived,
changed, modified, discharged or terminated in whole or in part, except as
expressly provided for herein or by written instrument signed by all parties
hereto.
13. NOTICES. Any notice which either party may wish to give to the other parties
hereunder shall be deemed to have been given when actually received by the party
to whom it is addressed. Notices hereunder may be sent by courier, mail,
telefax, telegram or telex, to the following addresses, or to such other
addresses as the parties may from time to time furnish to each other by like
notice:
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To: Sands
000 Xxxxx Xxxxxxxxx xxxxxx
Xxxx, Xxxxxx 00000
X.X.X.
Attention: Xxxx Xxxxxxxxx, Xx.
Telephone: (000) 000-0000
Telefax: (000) 000-0000
To: Executive:
Xx. Xxxxxx X. Xxxxx
0000 Xxxxxxx Xxxx
Xxxx, Xxxxxx 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
14. NUMBER; GENDER. In this Agreement, the masculine shall include the feminine
and neuter and vice versa, and the singular shall include the plural and vice
versa, as the context may reasonably require or permit.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
THE SANDS REGENT XXXXXX X. XXXXX
By: /s/ XXXXX X. XXXX By: /s/ XXXXXX X. XXXXX
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Date: 2-25-99 Date: 2-25-99
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