EXHIBIT 10.01
AMENDMENT NO. 3
TO THE EMPLOYMENT AGREEMENT
OF
XXXX X. XXXXX
This Amendment No. 3 to the Employment Agreement, dated as of August
31, 2000, ("Amendment") is made between Aladdin Gaming, LLC ("Company"),
Aladdin Gaming Holdings, LLC ("Gaming Holdings") and Xxxx X. Xxxxx
("Executive").
WHEREAS, the Company, Gaming Holdings and Executive entered into an
Employment Agreement effective as of July 1, 1997.
WHEREAS, the Company, Gaming Holdings and Executive entered into the
Xxxxx Contribution and Amendment Agreement on February 26, 1998, which, in
part, amended the Employment Agreement.
WHEREAS, the Company, Gaming Holdings and Executive entered into
Amendment No. 2 to the Employment Agreement of Xxxx X. Xxxxx on January 27,
1999, which amended, in part, the Employment Agreement (the Employment
Agreement, as amended by the Xxxxx Contribution and Amendment Agreement and
Amendment No. 2 to the Employment Agreement, herein after collectively
referred to as "Employment Agreement").
WHEREAS, the Board of Directors for the Company and Gaming Holdings
have approved amending the Employment Agreement to amend a certain definition
and to provide, upon the occurrence of certain events, compensation to the
Executive.
NOW, THEREFORE, in consideration of the foregoing and the following
mutual covenants and agreements, the parties agree as follows:
1. AMENDMENTS. Pursuant to Section 9(d) of the Employment
Agreement, the Employment Agreement is hereby amended as follows:
(a) Section 5(e) of the Employment Agreement
is deleted in its entirety and replaced with the following:
E. TERMINATION BY COMPANY WITHOUT CAUSE OR
TERMINATION BY EXECUTIVE WITH GOOD REASON OR UPON A CHANGE OF
CONTROL. Subject to Section 5(f), (i) the Company has the
right to terminate this Agreement without Cause, (ii) the
Executive has the right to terminate this Agreement for Good
Reason and (iii) the Executive has the right to terminate this
Agreement upon a Change of Control, by giving the other party
written notice thereof and the Company shall provide Executive
with all the benefits set forth in Section 8(e). For purposes
of this Agreement, a Change of Control
shall be deemed to occur only if, collectively, the Xxxxxx
Family Trust and London Clubs International, plc, own directly
or through their affiliates own less than 50.0% of the
membership interests of either Gaming Holdings or the Company.
2. GAMING LAW. Notwithstanding anything to the contrary contained
herein or in the Employment Agreement, the parties hereto agree and
acknowledge that they are subject to and that they shall comply in all
respects with the gaming laws of the State of Nevada, including the Nevada
Gaming Control Act (or any successor statute) and the rules and regulations
promulgated by the Nevada Gaming Commission and the State Gaming Control
Board. To the extent anything in this Amendment or the Employment Agreement
is inconsistent with any gaming laws or regulations, the gaming laws and
regulations shall control.
3. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of any successor of the Company or Gaming Holdings. Any such
successor of the Company or Gaming Holdings shall be deemed substituted for
the Company or Gaming Holdings under the terms of this Agreement for all
purposes. As used herein, "successor" shall include any person, firm,
corporation or other business entity which at any time, whether by purchase,
merger or otherwise, directly or indirectly acquires all or substantially all
of the assets or business of the Company or Gaming Holdings and supercedes
any prior understanding or agreements between the parties hereto and Aladdin
Holdings, LLC.
4. ENTIRE AGREEMENT. This Amendment and the Employment Agreement
represent the entire agreement and understanding between the Company, Gaming
Holdings, Aladdin Holdings, LLC and Executive concerning the matters herein
and supercede any prior understandings or agreements between the parties
hereto and Aladdin Holdings, LLC.
5. REMAINING AGREEMENT EFFECTIVE. Any provision of the Employment
Agreement not amended by this Amendment shall remain in full force and
effect.
6. NO ORAL MODIFICATION, CANCELLATION OR DISCHARGE. This Amendment
may only be amended, canceled or discharged in writing signed by the
Executive, Gaming Holdings and the Company.
7. GOVERNING LAW. This Amendment shall be governed by the laws of
the state of Nevada.
8. CAPITALIZED TERMS. Capitalized terms not defined herein shall
have the meanings as ascribed thereto in the Employment Agreement.
9. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be considered an original, but all of which
shall together constitute one and the same contract.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above-written.
ALADDIN GAMING, LLC
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
ALADDIN GAMING HOLDINGS, LLC
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
EXECUTIVE
/s/ XXXX X. XXXXX
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President/Gaming
