EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into this 21st day of July, 1997, by and
between HARVEYS CASINO RESORTS, a Nevada corporation, hereinafter referred to as
"HARVEYS" and/or "EMPLOYER", and XXXX X. XXXXXXXX, hereinafter referred to as
"EMPLOYEE", as follows:
W I T N E S S E T H:
WHEREAS, HARVEYS desires to secure the benefits of EMPLOYEE'S background,
knowledge, experience, ability, expertise and industry to promote and maintain
HARVEYS stability, growth, viability and profitability; and
WHEREAS, HARVEYS desires to engage the services of EMPLOYEE who is desirous
of being employed by HARVEYS under the terms and conditions as herein set out;
and
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, together with other good and valuable consideration
the receipt of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
I
DEFINITIONS
1.01 EMPLOYEE shall at all times mean XXXX X. XXXXXXXX.
1.02 EMPLOYER shall at all times mean HARVEYS CASINO RESORTS, a Nevada
corporation, and its Successors in Interest together with its subsidiaries.
1.03 HARVEYS shall at all times mean HARVEYS CASINO RESORTS, a
Nevada corporation, and its Successor in Interest together with its
subsidiaries.
1.04 Successor in Interest shall mean any entity which is the successor or
assign of HARVEYS, at law or at equity, and shall include without limitation,
any entity into which HARVEYS is merged or consolidated, and any entity to which
all or substantially all of the assets or businesses of HARVEYS is transferred.
II
NATURE OF EMPLOYMENT AND DUTIES OF EMPLOYEE
2.01 Effective upon the commencement date of this Agreement, EMPLOYEE shall
become Corporate Vice President of Human Resources of HARVEYS CASINO RESORTS,
corporate offices located in Xxxxxxx County, Nevada.
EMPLOYEE shall do and perform all services, acts, or things necessary or
advisable to assist in the management and conduct of the business of EMPLOYER,
subject always to the policies as set forth by the Board of Directors.
2.02 EMPLOYEE shall be responsible for the creation, installation, and
ongoing direction and monitoring of human resources programs for properties
owned and operated by Harveys Casino Resorts; oversees the development and
implementation of compensation and benefits administration, health care claims
processing, 401(k) administration, employment and personnel policy initiation,
succession planning, executive development, risk management, employee relations,
Board of Review system, and other corporate employee programs.
2.03 EMPLOYEE has reviewed and concurs with his responsibilities and duties
as set forth in Section 2.02 above.
2.04 EMPLOYEE shall devote his entire productive time, ability and
attention to the business of EMPLOYER during the term of this contract.
EMPLOYEE shall not directly or indirectly render any service of a business,
commercial or professional nature, to any other person or organization, whether
for compensation or otherwise, without the prior written consent of the
President/CEO of HARVEYS except that EMPLOYEE shall not be precluded from
involvement in charitable or civic activities or his personal financial
investments provided the same do not interfere with his time or attention to the
business of EMPLOYER.
2.05 EMPLOYEE agrees that to the best of his ability and experience he will
at all times conscientiously perform all of the duties and obligations expressly
required of him.
III
TERM OF EMPLOYMENT
3.01 EMPLOYER hereby employs the EMPLOYEE, and EMPLOYEE hereby agrees to
be employed by HARVEYS for a period of at least three (3) years commencing on
the 21st day of August, 1997, and terminating on the 21st day of August, 2000.
This Agreement may be terminated earlier as hereinafter provided.
IV
TERMINATION OF EMPLOYMENT WITHOUT CAUSE
4.01 EMPLOYEE may be terminated at any time by HARVEYS' Board of Directors
on ninety (90) days' prior
written notice to EMPLOYEE specifying grounds for termination and, if they are
not those as provided in 5.01 herein, then EMPLOYEE shall continue to be paid
all compensation and shall receive all benefits to which he is entitled to
hereunder through the balance of the term hereof as provided for in paragraph
3.01 above.
4.02 EMPLOYEE may, at EMPLOYEE'S sole option and right, terminate this
Agreement at any time by giving HARVEYS ninety (90) days' prior written notice
and EMPLOYER shall be under no obligation to EMPLOYEE except to pay him
compensation for such services as may have been performed up to the effective
date of such termination.
4.03 If during the term hereof EMPLOYEE shall die or become disabled, he
shall be entitled to death and/or disability benefits that may be due EMPLOYEE
under any other benefit plans in effect from time to time.
V
TERMINATION OF EMPLOYMENT FOR CAUSE
5.01 EMPLOYER may at any time, at its election, exercise by written notice
to EMPLOYEE stating with specificity the reason for the termination, terminate
this Agreement and the employment term because of EMPLOYEE'S:
(a) Gross negligence or willful malfeasance in the performance of his
duties under this Agreement;
(b) Failure to obtain or retain any permits, licenses, or approvals
which may be required by any state or local authorities in order to permit the
EMPLOYEE to continue his employment as contemplated by this Agreement;
(c) Conviction of a crime involving moral turpitude;
(d) Dishonesty with respect to EMPLOYER including breach of duty to
EMPLOYER involving EMPLOYEE'S personal gain or profit; or,
Upon the occurrence of any of the above, at EMPLOYER'S sole option,
EMPLOYEE'S employment shall immediately cease and terminate and EMPLOYER shall
be under no obligation to EMPLOYEE except to pay him for such services as may
have been performed up to the date of such termination.
VI
COMPENSATION OF EMPLOYEE
6.01 Annual Salary - EMPLOYEE shall receive an annual salary of One Hundred
Fifty Thousand Dollars ($150,000.00), payable in at least monthly installments,
less all applicable Federal, State and Local Taxes, Social Security and any
other government mandated deductions. EMPLOYEE'S salary shall be subject to a
six (6) month
review, and annually thereafter, as determined by the Chief Executive Officer of
EMPLOYER.
6.02 Signing Bonus - Immediately upon the execution hereof, EMPLOYEE shall
receive a Fifteen Thousand Dollar ($15,000.00) signing bonus.
6.03 Stock Option - Upon the commencement of the term of this Agreement as
set forth in paragraph 3.01, EMPLOYEE shall receive stock options of 10,000
shares of common stock of HARVEYS CASINO RESORTS as more particularly set forth
in the 1996 Omnibus Incentive Plan. Stock options shall vest one-third (1/3)
the first Anniversary Date, one-third (1/3) on the second Anniversary Date and
one-third (1/3) on the third Anniversary Date.
VII
OTHER PERQUISITES
7.01 HARVEYS 401(k) Plan - During the employment term the EMPLOYEE shall be
allowed to participate in HARVEYS 401(k) Plan and EMPLOYER shall match
EMPLOYEE'S contribution once EMPLOYEE becomes eligible.
7.02 Vacation - Following the first annual Anniversary Date, EMPLOYEE shall
be entitled to three (3) weeks vacation and holiday pay in accordance with the
policy in place from time to time by EMPLOYER for corporate vice-president
positions. During the first twelve (12) months of EMPLOYEE'S employment, it is
agreed that EMPLOYEE shall be entitled to holiday pay and a reasonable vacation
of at least one (1) week.
7.03 Complimentary Privileges - EMPLOYEE shall be entitled to Level I
complimentary privileges as are afforded all other Corporate Vice-Presidents
from time to time.
7.04 Disability - EMPLOYEE shall also be entitled to short term disability
coverage and long term disability coverage as in effect from time to time as
implemented by EMPLOYER for Corporate Vice President positions.
7.05 Short Term Incentive - EMPLOYEE shall participate in the Short-Term
Incentive Plan for the current fiscal year on a pro-rata basis, starting with
the commencement of employment through the end of the fiscal year. EMPLOYEE is
guaranteed a minimum '96-'97 fiscal year bonus under the Short-Term Incentive
Plan of at least Twenty-Seven Thousand Dollars ($27,000.00), plus signing bonus
set forth in paragraph 6.1, above. (STI guaranteed bonus of Twenty Seven
Thousand Dollars ($27,000.00), plus Fifteen Thousand Dollars ($15,000.00)
signing bonus equals Forty-Two Thousand Dollars ($42,000.00).
7.06 Long Term Incentive - EMPLOYEE shall be allowed to participate in the
Long-Term Incentive Plan as such
plan is in effect from time to time.
7.07 Medical, Vision and Dental Insurance - EMPLOYER shall
7.08 SERP - EMPLOYEE shall be allowed to participate in EMPLOYER'S
Supplemental Executive Retirement Program, as the same is amended from time to
time.
7.09 Deferred Compensation Program - EMPLOYEE shall be allowed to
participate in the Deferred Compensation Program as said plan is in effect from
time to time.
7.10 Group Life Insurance - During the term of this Agreement EMPLOYER
shall furnish EMPLOYEE with Group Term Life Insurance and Accidental
Death/Dismemberment Insurance with the maximum benefit being equal two times
EMPLOYEE'S annual salary. In addition, EMPLOYEE may elect, at EMPLOYEE'S
expense, to participate in the Supplemental Life Insurance Program, all of said
plans are in effect from time to time.
7.11 Additional Employee Benefit Plans - EMPLOYEE is entitled to
participate in all additional employee benefits plans which are now, or which
may, in the future, be made available to Corporate Vice-Presidents, including
relocation assistance, laundry privileges, executive physical examinations,
short and long term disability, etc.
IX
MISCELLANEOUS
8.01 If any action at law or in equity is necessary to enforce or interpret
the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs, and necessary disbursements in addition to
any other relief to which he may be entitled.
8.02 This Agreement shall be construed and governed by the laws of the
State of Nevada, and any action between the parties shall be maintained only
within the Ninth Judicial District Court of the State of Nevada, in and for the
County of Xxxxxxx, or such jurisdiction's successor court.
8.03 This Agreement, and all of the terms and conditions hereof, shall bind
the EMPLOYER and its successors and assigns and shall bind the EMPLOYEE and his
heirs, executors and administrators. No transfer or assignment of this
Agreement shall release EMPLOYER from any obligation to EMPLOYEE hereunder.
8.04 Notices - Notices to or for the respective parties shall be given in
writing and delivered in person or mailed by certified or registered mail,
addressed to the respective party at the address as set out below, or at such
other address as either party may elect to provide in advance in writing, to the
other party:
EMPLOYEE:
XXXX X. XXXXXXXX
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
EMPLOYER:
HARVEYS CASINO RESORTS
Attn: XXXXXXX X. XXXXXXX, Chief
Executive Officer
Highway 50 and Xxxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxxxx, XX 00000
WITH A COPY TO:
Xxxxxx X. Xxxxxx, Esq.
XXXXXXXXX & XXXXXX, LTD.
276 Xxxxxxxxx Grade, Xxxxx 0000
Xxxx Xxxxxx Xxx 0000
Xxxx Xxxxx, XX 00000
8.05 If any provision of this Agreement is held by the aforesaid court to
be invalid, illegal, or unenforceable by reason of any rule of law or public
policy, all other provisions of this Agreement shall nevertheless remain in
effect. No provision of this Agreement shall be deemed dependent on any other
provision unless so expressed herein.
8.06 Nothing contained in this Agreement shall be construed to require the
commencement of any act contrary to law, and when there is any conflict between
any provision of this Agreement and any statute, law, ordinance, or regulation,
contrary to which the parties have no legal right to contract, then the latter
shall prevail; but in such an event, the provisions of this Agreement so
affected shall be curtailed and limited only to the extent necessary to bring it
within the legal requirements.
8.07 The several rights and remedies provided for in this Agreement shall
be construed as being cumulative, and no one of them shall be deemed to be
exclusive of the others or of any right or remedy allowed by law. No waiver by
EMPLOYER or EMPLOYEE of any failure by EMPLOYEE or EMPLOYER, respectively, to
keep or perform any provision of this Agreement shall be deemed to be a wavier
of any preceding or succeeding breach of the same or other provision.
8.08 This Agreement supersedes any and all other agreements, either oral or
in writing, between the parties
hereto with respect to the employment of the EMPLOYEE by the EMPLOYER and along
with the Agreement and Covenant Not to Compete or Use or Disclose Trade Secrets,
executed concurrently herewith, and the Agreement Relating to Copyrights
Inventions and Confidentiality of Company or Customer Information previously
executed by EMPLOYEE contain all of the covenants, conditions and agreements
between the parties with respect to such employment. Each party to this
Agreement acknowledges that no representations, inducements, promises or other
agreements, oral or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid or binding.
Any addendum to or
modification of this Agreement shall be effective only if it is in writing and
signed by the parties to be charged.
DATED this 21st day of July, 1997.
EMPLOYEE: /s/ XXXX X. XXXXXXXX
---------------------
XXXX X. XXXXXXXX
EMPLOYER:
HARVEYS CASINO RESORTS
By: /s/ XXXXXXX X. XXXXXXX
-------------------------
XXXXXXX X. XXXXXXX
Chief Executive Officer
