MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT is made effective for all purposes and in all
respects as of the 1st day of January 2002 by and between CENTURY CASINOS, INC.,
a Delaware corporation (hereinafter referred to as the "Company"), and Respond
Limited, an Isle of Man Company (hereinafter referred to as the "Consultant").
WITNESSETH THAT:
WHEREAS, Consultant has a contractual relationship with Xx Xxxxx Xxxxxx (UK
citizen born June 27, 1957) who was previously employed by the Company as an
employee and/or manager in the capacity of executive management; and
WHEREAS, Consultant has the right, and the human resources available, to
provide executive management services (a substantial part of the services Xx
Xxxxx Forbes previously provided) to the Company; and
WHEREAS, both the Company and the Consultant desire to set forth the terms
and conditions of their agreements and understandings, and for their mutual
benefit to establish the term of Consultant's engagement hereunder.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
herein contained, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending legally to
be bound, agree as follows:
1 Term of Agreement
The term of this Agreement shall commence on 1st January, 2002 and shall
continue until 31st December, 2005 and shall be automatically renewed for
additional successive periods of five (5) years each thereafter, unless sooner
terminated in accordance with the relevant provisions of this Agreement.
2 Duties of Consultant
2.1 By entering into this Agreement, Consultant shall undertake and assume
the responsibility of performing for an on behalf of the Company such duties as
are usual and customary in the provision of executive management services for
the Company's interests in Gauteng (South Africa) and/or consulting to
subsidiaries and/or any other entities the company is related or associated to
and/or may require from time to time. The duties of Consultant shall be
performed through Consultancy of Xx Xxxxx Xxxxxx and/or any such additional
person(s) as the Company and the Consultant may by mutual agreement determine.
3 Compensation
3.1 Management Fee As annual compensation for the services rendered by
Consultant for the Company pursuant to this Agreement, Consultant shall be paid
not less than the following base annual management fee, on a monthly basis,
during the term hereof: $120,000, plus any annual increases and any bonuses, and
any such other incentives, benefits, and compensation as may be awarded from
time to time by the Compensation Committee of the Board of Directors of the
Company or their monitory equivalent at the discretion of the Board of
Directors.
3.2 Management Fee Review Consultant's management fee shall be reviewed
annually by the Compensation Committee of the Company.
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4 Additional Benefits
In addition to, and not in limitation of, the compensation referred to in
Section 3, Consultant shall receive reimbursement of all reasonable expenses
incurred in connection with the performance of the duties for the Company, upon
submission of receipts to the Company. Reasonable expenses shall include, but
not be limited to all out-of-pocket expenses for entertainment, travel, meals,
lodging, automobile expenses, communications and office costs and the like
incurred by the Consultant in the interest of the Company.
5 Termination
5.1 Termination By Either Party Without Cause At any time during the term
hereof, or at the end of the term or any renewal term under Section 1 above,
this Agreement may be terminated "without cause" by either the Company or the
Consultant upon written notice to the other party.
(a) Termination By Consultant In the event of such termination
"without cause" by Consultant, the Company shall have the option either (i)
to accept Consultant's termination , effective immediately on receipt of
such written notice; or (ii) to require Consultant to continue to perform
it's duties hereunder, for a period not to exceed six (6) months from the
date of receipt of such written notice.
In either event, the Consultant's compensation and benefits hereunder
shall continue only until the date on which the Consultant ceases to
perform any further duties for the Company.
(b) Termination By Company In the event of such termination "without
cause" by the Company, Consultant shall be continued at the same base fee
for a period of six (6) months from the date on which the Consultant
receives written notice of termination. Such compensation shall be paid to
the Consultant in six (6) equal, successive monthly payments, beginning on
the 1st day of the month immediately following the date on which the
Consultant receives written notice of termination.
Consultant shall continue to make itself available to, and shall
cooperate with the Company, as may be reasonably required to assist the
Company during the six-month transition period.
(c) In the event Consultant's engagement hereunder is terminated by
the Company "without cause" pursuant to this Section 5.1(b), after a
"Change of Control", as defined in Section 5.3(a)(ii) below, has occurred,
then the provisions of Section 5.3(b) shall apply.
5.2 Termination By Company For Cause
Notwithstanding any other provision hereof, the Company may terminate
Consultant's engagement under this Agreement at any time for cause. The
termination shall be effected by written notice thereof to the Consultant,
which shall specify the exact cause for termination.
For purposes hereof, the term "cause" shall mean the failure of
Consultant or it's employee(s) for any reason, within thirty (30) days
after receipt by Consultant of written notice thereof from the Company, to
correct, cease, or otherwise alter any specific action or omission to act
that constitutes a material and wilful breach of this Agreement likely to
result in material damage to the Company, or wilful gross misconduct likely
to result in material damage to the Company.
Upon such valid termination for cause by the Company, Consultant shall
not receive any termination pay or benefits beyond the date on which he
receives final written notice of termination.
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5.3 Termination By Consultant For Cause
(a) Notwithstanding any other provision hereof, Consultant may
terminate its engagement with Company under this Agreement at any time for
cause, upon written notice thereof to the Company specifying the cause for
Consultant's termination.
For purposes hereof, the term "for cause" shall mean:
(i) the failure of the Company for any reason, within thirty (30)
days after receipt by the Company of written notice from Consultant,
to correct, cease, or otherwise alter any material adverse change in
the conditions of Consultant's engagement, including, but not limited
to any change in Consultant's duties (such as, but not limited to
another person or consulting company assuming the same or similar job
description or title of employee(s) position or duties, or the
Consultant's primary duties and/or services being assigned to be
performed by the Consultant in a country other than the country of
primary residence of Xx Xxxxx Xxxxxx, or any such other person(s)
provided to the Company by the Consultant), unless Consultant consents
in writing to such change, or unless directed by the Compensation
Committee (as long as the Compensation Committee consists of persons
appointed by the Company's Board of Directors before any Change of
Control); or
(ii) a "Change of Control" of the Company occurs or has
previously occurred at any time during Consultant's engagement
hereunder.
"Change of Control" as used herein shall mean: (a) any person or
entity (not affiliated with the Consultant or any person(s) provided
to the Company by the Consultant) becoming the beneficial owner of a
majority of the Company's then outstanding securities; (b) the
triggering of the issuance of stock rights to Shareholders pursuant to
the Company's Stock Rights Agreement, as amended from time to time;
(c) the replacement during any two calendar years of a majority of the
existing Board of Directors of the Company; (d) holders of the
Company's securities approve a merger, consolidation or liquidation of
the Company.
(b) In the event of termination by the Consultant "for cause"
hereunder:
(1) A lump sum cash benefit payment of three (3) times the
Consultant's then current annual fee plus three (3) times the
Consultant's average bonus for the last three years shall be made to
Consultant within 30 days of such written notice.
(2) Consultant may also, in addition to, and not in limitation of
payments under Section 5.3(b)(1) hereunder, at his sole option, elect
to serve as a consultant to Company (working out of his then current
residence) for an additional period of three (3) years at his then
current fee, his previous year's bonus and current benefits.
5.4 Effective Date of Termination Unless otherwise specified, the effective
date of termination, as used in this Section 5, shall be the date on which
Consultant receives written notice of termination from the Company or gives
written notice of termination to the Company.
6 Other Business Activities
During the period of it's engagement under this Agreement, the Consultant
shall not be employed by or otherwise engage or be interested in any business
other than that of the Company, with the following exceptions:
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(a) Consultant's investment or involvement in any business shall not
be considered a violation of this Section, provided that such business is
not in direct competition with the Company and the Consultant does not
render substantial management or other personal or similar services to such
business;
(b) Consultant may consult with or for other businesses not in direct
competition with the Company.
7 Indemnification
So long as Consultant is not found by a court of law to be guilty of a
wilful and material breach of this Agreement, or to be guilty of wilful gross
misconduct, Consultant shall be indemnified from and against any and all losses,
liability, claims and expenses, damages, or causes of action, proceedings or
investigations, or threats thereof (including reasonable attorney fees and
expenses of counsel satisfactory to and approved by Consultant) incurred by
Consultant, arising out of, in connection with , or based upon Consultant's
services and the performance of it's duties pursuant to this Agreement, or any
other matter contemplated by this Agreement, whether or not resulting in any
such liability; and Consultant shall be reimbursed by the Company as and when
incurred for any reasonable legal or other expenses incurred by Consultant in
connection or defending against any such loss, claim, damage, liability, action,
proceeding, investigation or threat thereof, or producing evidence, producing
documents or taking any other action in respect thereto (whether or not
Consultant is a defendant in or target of such action, proceeding or
investigation).
8 Burden and Benefit
Unless the express provisions of a particular section of this Agreement
state otherwise, or performance thereunder would be impossible, this Agreement
shall be binding upon, and shall inure to the benefit of, Company and
Consultant, and their respective heirs, personal and legal representatives,
successors, and assigns. It shall also be expressly binding upon and inure to
the benefit of any person or entity assuming the Corporation/Company, by merger,
consolidation, purchase of assets or stock., or otherwise.
9 Governing Law
It is understood and agreed that the construction and interpretation of
this Agreement shall at all times and in all respects be governed by the laws of
the State of Delaware. The Company agrees to cover all costs, including legal,
arising in connection with drafting and implementing this Agreement, both for
the Company and for Consultant.
10 Severability
The provisions of this Agreement shall be deemed severable, and the
invalidity or unenforceability of any one or more of the provisions of this
Agreement shall not affect the validity and enforceability of the other
provisions.
11 Notice
Any notice required to be given hereunder shall be sufficient if it is in
writing and sent by certified or registered mail, return receipt requested,
first-class postage prepaid, to the following respective addresses, which may
hereafter be changed by written notice to the other party. Company at 200 - 000
Xxxx Xxxxxxx Xxx., Xxxxxxx Xxxxx, XX 00000, XXX, Consultant at Xxxxxx Xxxxxx
House, 0-00 Xx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxx xx Xxx, XX0 1AJ.
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12 Entire Agreement; Interpretation
12.1 This Agreement contains the entire agreement and understanding by and
between the Company and Consultant with respect to the engagement of Consultant.
No change or modification of this Agreement shall be valid or binding unless it
is in writing and signed by the party intended to be bound. No waiver of any
provision of this Agreement shall be valid unless it is in writing and signed by
the party against whom the waiver is sought to be enforced. No valid waiver of
any provision of this Agreement at any time shall be deemed a waiver of any
other provision of this Agreement at such time or at any other time. The
Compensation Committee shall interpret and administer this Agreement, in good
faith, and may make such administrative or ministerial adjustments hereto as may
be reasonably required without requiring written Amendment, if both parties
agree, and the rights of the Consultant are not adversely affected thereby.
13 Confidentiality
Other then in the performance of its duties hereunder, Consultant agrees
not to disclose, either during the term of its engagement by the Company or at
any time thereafter, to any person, firm or corporation any confidential
information concerning the business affairs, financial affairs, know-how,
private documents, reports, plans, proposals, marketing and sales plans, or
similar information of the Company. Any such documents, techniques, methods,
processes or technologies used by the Company shall be considered confidential
and a "trade secret" for the purposes of this Agreement.
14 Counterparts
This Agreement may be executed in two or more counterparts, any one of
which shall be deemed the original without reference to the others.
IN WITNESS WHEREOF, the Company and Consultant have duly executed this
Agreement as of the day and year first above written
COMPANY: CONSULTANT:
CENTURY CASINOS, INC., Respond Limited,
a Delaware corporation an Isle of Man Company
/s/ Xxxxx Haitzmann /s/ Xxxxxxxxx Xxxx Xxxxx
By:.............................. By:..............................
Chairman, Compensation Committee Director
/s/ Xxxxx Xxxxxxxxxx /s/ Nigel Xxxxxxx Xxxxx
By:.............................. By:...............................
Member, Compensation Committee Director
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