EXHIBIT 10.4
SEVERANCE AGREEMENT
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This Severance Agreement (this "Agreement") is made this 2nd day of July,
1999, by and between Xxxxxxx X. Xxxx (hereinafter "Xxxx") and American Bingo &
Gaming Corp. (hereinafter "ABG").
WHEREAS Xxxx is a member of the Board of Directors of ABG;
WHEREAS Xxxx and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Xxxx and ABG, it may be in
the best interest of Xxxx and ABG for Xxxx to resign from the Board of
Directors; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Xxxx hereby resigns from the Board of Directors of ABG
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and from any and all other positions held with ABG and its
subsidiaries (if any). Furthermore, Xxxx agrees that he will not seek
or accept nomination or election to the Board of Directors of ABG or
any of its subsidiaries for a period of two years from the date
hereof.
2. Consulting Agreement. The Consulting Agreement between Xxxx and ABG
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dated November 9, 1998 is hereby terminated and neither party shall
have any further obligations thereunder.
3. Conditions of Agreement. This Agreement is contingent upon, and in
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consideration of, the simultaneous resignations from ABG's Board of
Directors of Xxx Xxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxx,
and Xxx Xxxxxx, and the election to the Board of Directors of Xxxx
Xxxxx. In addition, this Agreement is also contingent upon, and in
consideration of, the termination of the employment of Xxxxx Xxxxxxx
and Xxxxxxx Xxxxxx with the Company. Furthermore, this Agreement is
also contingent upon, and in consideration of, the simultaneous
resignation of Xxxxx Xxxxxxx from his positions held as Chairman of
the Board, Chief Executive Officer and President of the Company;
provided, however, ABG and Xx. Xxxxxxx may enter into an agreement
pursuant to which Xx. Xxxxxxx may provide services to ABG to assist
with the transition of the Company.
4. Confidentiality. Xxxx hereby acknowledges, represents and agrees that
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he will maintain the confidentiality of all information obtained
regarding ABG, including but not limited to its operations,
management, financial matters, plans and other material data, and that
he will not in any fashion, form or manner, either directly or
indirectly, divulge, disclose or communicate to any person, firm,
corporation or other business entity, in any manner whatsoever, any
such confidential information concerning ABG. However, Xxxx may
disclose any information required by law to be disclosed by Xxxx after
Xxxx has notified ABG of such requirement and given ABG the
opportunity to review the information to be disclosed.
5. Xxxx & Dye Enterprises, LLC. The parties to this Agreement acknowledge
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that this Agreement has no impact on the existing agreements and
business relationships between ABG and Xxxx & Dye Enterprises, LLC.
6. Governing Law. This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the State of South Carolina.
7. Severability. If any provision of this Agreement or any portion of any
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provision of this Agreement is at any time deemed or declared void,
voidable or unenforceable, then such provision or portion of such
provision is severable from the remainder of this Agreement and the
remainder of this Agreement shall be fully enforced.
8. Further Assurances. The parties shall from time to time promptly
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execute and deliver such further instruments, documents or papers and
perform all acts necessary or proper to carry out and effect the terms
and provisions of this Agreement.
9. Counterparts and Fax Signature Pages. It is understood and agreed that
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this Agreement may be executed in duplicate counterpart originals,
each of which shall be deemed an original for all purposes. Signatures
need not be in original and a facsimile and/or copy bearing a copied
or facsimile signature shall suffice as a binding signature for this
Agreement.
10. Supersedes Prior Agreements. It is understood and agreed that this
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Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and arrangements or
understandings between the parties relating to the subject matter
hereof. No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot
be changed or terminated orally.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Xxxxxxx X. Xxxxxxxxxx /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Vice Chairman of the Board
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