EXHIBIT 10.8
SEVERANCE AGREEMENT
This Severance Agreement (this "Agreement") is made this 23rd day of July,
1999 by and between Xxxxx X. Xxxxxxx (hereinafter "Xxxxxxx") and American Bingo
& Gaming Corp. (hereinafter "ABG").
Whereas Xxxxxxx is an employee and an officer of ABG;
Now, in consideration of the mutual promises contained herein and the terms
set forth below, the parties agree as follows:
1. Resignation. Xxxxxxx hereby resigns from any and all positions held with
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ABG and its subsidiaries as a result of the change in control provisions of the
employment agreement.
2. Severance Payment. ABG does hereby agree to pay Xxxxxxx $90,000 as a
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severance payment pursuant to the terms of her employment agreement.
3. Benefits Continuation. Continuation for the Severance Period (nine
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months) of coverage under the group health, dental, disability and life
insurance benefit plans or until Xxxxxxx is able to effect coverage from another
employer at any time during the Severance period.
4. Confidentiality. Xxxxxxx hereby acknowledges, represents and agrees that
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she 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 she 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, Xxxxxxx may disclose
any information required by law or regulatory agency.
5. Indemnification. ABG agrees to indemnify and hold Xxxxxxx harmless from
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and against any and all costs, judgments, expenses, attorney's fees, damages or
liabilities whatsoever relating to any and all claims that may be brought
against Xxxxxxx in connection with her position as an officer of ABG to the
fullest extent authorized by Delaware law as provided in paragraph 7 of the
Certificate of Incorporation of ABG, as amended October 7, 1994.
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 of this Agreement or any portion of any provision
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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 and the
remainder of this Agreement shall be fully enforced.
8. Further Assurances. The parties shall from time to time promptly execute
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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. Supersedes Prior Agreement. 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.
10. ABG Release. Xxxxxxx hereby releases ABG and its officers and directors
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from any and all past, present or future claims, demands, actions, causes of
action, costs, judgments, expenses, attorney's fees, damages and all liabilities
whatsoever at law or in equity, whether known or unknown, that she may have,
claim to have, or have ever had, against ABG and its officers and directors
arising from any and all causes of action.
11. Xxxxxxx Global Release. ABG hereby releases Xxxxxxx from any and all
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past, present and future claims, demands, actions, causes of action, costs,
judgments, expenses, attorney's fees, damages and all liabilities whatsoever at
law or in equity, whether known or unknown, that it may have, claim to have, or
have ever had, against Xxxxxxx.
In Witness whereof, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESS:
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
WITNESS: American Bingo & Gaming Corp.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board & CEO
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