EXHIBIT 4.3(c)
AGREEMENT
This Agreement is entered into this 18th day of December, 1995, by and
between Casino Magic Corp., a Minnesota corporation (the "Company"), and Dual X.
Xxxxxx (the "Employee").
Recitals
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WHEREAS, the Company and Employee are parties to an Employment Agreement
dated March 28, 1994 (the "Employment Agreement"), pursuant to which Employee
has acted as an employee of the Company;
WHEREAS, Employee is currently acting as an officer and director of the
Company and its direct and indirect subsidiaries and may be deemed an employee
of such subsidiaries;
WHEREAS, the Company and Employee are parties to a stock option agreement
for non-statutory stock options dated March 28, 1995 (the "Stock Option
Agreement"), whereby Employee was granted an option to acquire 44,000 shares of
the Company's common stock at $7.20 per share (originally $15.75 per share):
6,600 of which shares have vested as of the date hereof, and 8,800 of which
shares are scheduled to vest on March 28, 1996;
WHEREAS, the Company, the Employee and Xxxxxxxx & Xxxx, Ltd. are parties to
a stock escrow agreement dated March 25, 1995 (the "Stock Escrow Agreement"),
whereby 21,250 shares of Company's common stock registered in Employee's name
are being held by the Company for delivery to Employee upon the vesting thereof,
of which 5,000 shares are scheduled to be delivered on March 28, 1996; and
WHEREAS, the Company and Employee are desirous of terminating Employee's
relationship with the Company as an officer, director and employee of the
Company, amending the Employment Agreement and providing for other matters in
connection with such termination;
Agreement
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NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties agree as follows:
1. Registration. Employee hereby resigns as an officer, member of the
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Board of Directors and employee of the Company and of each subsidiary of the
Company, as of 5:00 p.m., Bay St. Louis, Mississippi time, on the date hereof,
and will execute such other documents acknowledging such resignation as may be
reasonably requested by the Company.
2. Term of Employment. Employee's term of employment under the Employment
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Agreement shall terminate as of 5:00 p.m., Bay St. Louis, Mississippi time, on
the date hereof.
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3. Elimination of Sections 4(e) and 4(f). Sections 4(e) and 4(f) of the
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Employment Agreement are hereby mutually rescinded and of no force or effect.
4. Bonus Payment. As of the date hereof, Employee shall be entitled to
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receive a bonus of $25,000, payable in cash, after appropriate deduction for
income taxes and other amounts normally or legally withheld from income,
including amounts which may be withheld under the Employment Agreement.
5. Non-Competition. The period of non-competition under Section 6 of the
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Employment Agreement is hereby reduced from one year to a period ending on June
30, 1996; provided that should Employee violate the provisions of Section 6 of
the Employment Agreement, such as accepting employment with an organization that
competes with the business of the Company, the Company's only recourse will be
to terminate the severance allowance specified in paragraph 6 of this Agreement
as of the date of such violation.
6. Severance Allowance - In lieu of any other severance allowance which
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may be payable to Employee under the Employment Agreement or otherwise, and so
long as Employee is not in violation of Section 5 or 6 of the Employment
Agreement, the Company will pay Employee the total sum of $300,000 in
semi-monthly installments commencing on or about January 1, 1996 and concluding
on or before June 30, 1996.
7. Relocation Expense and Forgiveness of Debt. As of the date hereof,
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Employee shall be entitled to receive the sum of $20,000 as and for relocation
expenses, with said amount, rather than being paid to Employee, being credited
against Employee's debt to the Company of $38,623 and with the remaining debt
balance of $18,623 being cancelled and forgiven.
8. Delivery of Shares under Stock Escrow Agreement. The 5,000 shares of
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the Company's common stock which were scheduled to be delivered to Employee on
March 28, 1996, under the Stock Escrow Agreement, shall be delivered to Employee
on or before December 31, 1995 at such address as Employee may designate in
writing to the Escrow Agent under the Stock Exchange Agreement. The remaining
16,250 shares shall be returned to the Company for cancellation. The Company and
Employee will provide the Escrow Agent with such instructions as Escrow Agent
may reasonably request, consistent with this paragraph 8.
9. Stock Options. The option to acquire 8,800 shares of the Company's
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common stock due to become exercisable on March 28, 1995 under the Stock
Option Agreement, shall become exercisable immediately. In addition, so long as
Employee is not in violation of Section 5 of the Employment Agreement, an
additional 9,600 shares of common stock shall become exercisable under the Stock
Option Agreement on June 30, 1996. All other options granted under the Stock
Option Agreement shall lapse as of the date hereof.
10. Medical. The Company will continue to pay for Employee's medical
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insurance, providing for coverage equal to that now being provided to Employee,
through June 30, 1996.
11. Release. Except as provided in this Agreement or in the Employment
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Agreement, the Stock Option Agreement or the Stock Escrow Agreement, all as may
be modified by this Agreement, Employee hereby forever releases and discharges
the Company, its direct and indirect subsidiaries, and their respective
officers, directors and agents for, and holds the Company and such subsidiaries,
officer, directors and agents harmless from, all claims and liabilities
(including but not limited to causes of action) which may have arisen or may
arise out of the Employment Agreement or Employee's employment with the Company
or any of its subsidiaries, whether now known or unknown, existing or
contingent.
CASINO MAGIC CORP.
/s/ Dual X. Xxxxxx Xx /s/ Xxxxxx X. Xxxxxxxx
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Dual X. Xxxxxx, Xx. Xxxxxx X. Xxxxxxxx
Chairman of the Board
STATE OF MISSISSIPPI
COUNTY OF XXXXXXX
Personally appeared before me, the undersigned authority, in and for the
said County and State, within my jurisdiction, the within named Xxxxxx X.
Xxxxxxxx, who acknowledged that he is the Chairman of the Board, respectively of
Casino Magic Corp., a Minnesota Corporation, and that for and on behalf of said
corporation, he signed and delivered the above and foregoing instruments for the
purposes mentioned on the day and year therein mentioned, after first having
been duly authorized by said corporation so to do.
GIVEN under my hand and official seal of office on this the 18th day of
December, 1995.
/s/ SIGNATURE ILLEGIBLE
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Notary Public
My Commission Expires:
8-5-98
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