EMPLOYMENT AGREEMENT
| CORRECTED: April 27, 2005 |
| By: Xxxxxxx X. Xxxxx |
| /s/ Xxxxxxx X. Xxxxx |
| By: Xxxxx Haitzmann |
| /s/ Xxxxx Haitzmann |
| By: Xxxxx Xxxxxxxxxx |
| /s/ Xxxxx Xxxxxxxxxx |
This Employment
Agreement (the "Agreement"), dated as of July 19, 2004 (the "Effective Date"),
is between Century Casinos, Inc., a Delaware corporation, whose principal
executive offices are located in Colorado Springs, Colorado ("Employer"), and
Xx. Xxxxxxx X. Xxxxx ("Employee").
Recitals
A.
Employee
wishes to be considered by Employer for the position of Chief Operating Officer,
North America (“the Position”). Employer wishes to retain the services of
Employee for the Position, and Employer and Employee wish to formalize the terms
and conditions of their agreements and understandings concerning Employee’s
employment in the Position.
B. Employee’s
employment by Employer, the mutual covenants stated in this Agreement, and other
valuable consideration, the receipt of which is acknowledged by Employee, are
sufficient consideration for this Agreement.
C. This
Agreement supersedes and replaces any prior oral or written employment
agreements entered into by and between Employer and Employee, and the terms of
this Agreement shall be held confidential by Employee.
Agreement
The
parties agree as follows:
1. Employment. As of
the Effective Date, Employer shall employ Employee in the Position, and Employee
agrees to accept such employment.
2. Term
of Agreement. The
term of this Agreement will commence on the Effective Date and will continue for
two years unless sooner terminated in accordance with the provisions of this
Agreement. Furthermore, this Agreement may be extended for periods of six (6)
months as follows: if on the date no later than six months before the Agreement
will normally expire, both parties give notice that they wish the Agreement to
continue, the Agreement shall continue under the same terms for an additional
period of six months following the previous expiration date. The parties will
continue this process during successive extensions of this Agreement. The
following is an example of this process: the initial term of the Agreement will
expire on July 18, 2006. Six months before the expiration date is January 18,
2006. If both parties give notice on or before January 18, 2006, that they
wish the Agreement to continue, the expiration date of the Agreement shall be
extended to January 18, 2007. Then, six months before the end of this new
termination date, the parties may or may not give similar notice concerning
extension so as to cause the Agreement to extend an additional six months. This
process shall continue during the life of the Agreement, or any extensions or
amendments to the Agreement.
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3. Actions
of Employer. All
actions by and decisions of Employer contemplated in this Agreement will be made
by Employer’s Executive Committee, which may from time to time appoint one of
its members under this Agreement to carry out its functions. Nevertheless,
Employee understands that Employer’s Compensation Committee must approve all
decisions concerning Employee’s salary.
4. Duties
of Employee.
Employee's principal duties on behalf of Employer as of the Effective Date shall
be to act as the Chief Operating Officer, North America. Employee will undertake
and assume the responsibility of performing for and on behalf of Employer
whatever duties are necessary and required in such position. Employee will
devote Employee's full time and energies and best effort to the performance of
such duties, to the exclusion of all other activities that conflict in any
material way with Employee's duties under this Agreement. Specific duties, and
limitations on authority, of Employee may be addressed by separate memoranda or
other instructions. In performing his duties, Employee recognizes and agrees
that he will abide by the Employer’s Code of Ethics.
5. Location
of Work; Payment for Various Expenses. The
parties contemplate that Employee’s primary duty location will be in Colorado
Springs, Colorado and, initially - as long as there is only one operation in
North America - also in Cripple Creek, Colorado. Employee shall have an office
at Employer’s Colorado Springs’ offices. Should the location of Employer’s North
American headquarters change to a location within the State of Colorado, then
Employee’s primary duty location would change to that location. Nevertheless,
Employee recognizes and agrees that his duties will require him to travel,
including, most likely, international travel, for meetings and to assist the
entities operated by Century Casinos Inc., primarily in North America, but also
worldwide.
(a)
Employer
shall pay for Employee’s expenses of moving to Colorado up to a maximum of US-$
27,500. Employee shall gather three estimates for these expenses, and Employer
shall pay the lowest of the three. Employer shall also pay Employee $1,500 to
defray the cost of visits to Colorado by Employee’s family for purposes of
house-hunting. Employer shall also buy from Innovation Group, Employee’s laptop
and printer, which shall be Employer’s personal property. Employer shall not be
responsible for any other payments to Employee except as specifically provided
in this Agreement or in a separate, written addendum to this Agreement, signed
by Employee and Employer’s Executive Committee.
(a)
[DELETED]
| DELETED: April 27, 2005 |
| By: Xxxxxxx X. Xxxxx |
| /s/ Xxxxxxx X. Xxxxx |
| By: Xxxxx Haitzmann |
| /s/ Xxxxx Haitzmann |
| By: Xxxxx Xxxxxxxxxx |
| /s/ Xxxxx Xxxxxxxxxx |
6. Compensation.
(a) Salary.
Employer will pay to Employee a yearly salary (“Base Salary”) of One Hundred
Fifty Thousand Dollars ($150,000.00), payable on the payroll dates established
by
2
Employer
from time to time. Once Employer’s proposed Edmonton property becomes
operational, Employee’s salary shall be increased by the amount of $7,500 per
year. Also, when Employer’s proposed Central City property becomes operational,
Employee’s annual salary shall be increased by $7,500 per year.
(b) Bonus.
Employee shall be eligible to receive a bonus, based upon satisfactorily
reaching various budget and financial criteria that are established for each
calendar year in question and are designated as pertaining to the bonus
calculation. Employee shall only be eligible for such a bonus if he is employed
on the last day of the calendar year to which the bonus applies. For 2004, any
bonus shall be based on criteria related to Xxxxxxx Casino only. For 2005, any
bonus shall be based on the performance of Xxxxxxx and on the on-time and
on-budget delivery of the proposed properties in Edmonton and Central City.
Should the on-time and on-budget delivery of the proposed properties be
influenced in any direction by situations beyond Employee’s control, then
Employee’s bonus shall be adjusted accordingly. The on-time and on-budget
bonuses for the proposed properties in Edmonton and Central City shall be
spelled out in the bonus agreements for 2005 resp. 2006, as the case may be. For
subsequent years, Employee’s bonus shall be based on such criteria as the
Employer establishes. The 2004 bonus calculations shall be in accordance with
the annex enclosed at Exhibit A.
(c) Vacations/Sick
Days.
Employee will be entitled to paid vacations of three weeks per calendar year, in
accordance with the procedures established by Employer. Any specific vacation of
more than one week's duration is subject to the advance approval of Employer.
Employee is entitled to four paid sick days per calendar year. Employee may
accrue unused sick time from year to year up to a limit of eight days total sick
days. No payments shall be made for accumulated sick days.
(d) Additional
Benefits.
Currently, Employee will be entitled to the following benefits: 401(k) and
medical/hospitalization insurance in accordance with Employer’s normal policies,
and the holidays observed by Employer pursuant to its normal policies by which
employees are granted a day off with pay. In addition, Employee will be entitled
to additional benefits in accordance with Employer's policies, as they may be
established and modified by Employer from time to time, for persons holding
similar positions with Employer, as determined by Employer in its sole
discretion.
(e) Reimbursement
of Business Expenses.
Employer will reimburse all reasonable expenses incurred by Employee on behalf
of Employer in connection with Employee’s performance of duties under this
Agreement, in accordance with the Employer’s Travel Policy, and subject in each
case to compliance by Employee with any reasonable requirements imposed by
Employer concerning submission of invoices, prior approval, tax deductibility of
expenses, and similar matters.
(f)
Stock
Options.
Employee will be eligible to participate in any stock option plan and bonus plan
or policy for persons holding similar positions with Employer that may be
established by Employer. The number of options granted to Employee, if any, and
the terms of such options are solely within the discretion of Employer’s Board
of Directors and/or Employer’s Executive Committee, Incentive Plan Committee
and/or Compensation Committee,
3
as
the legal requirements may be, except that within thirty (30) days after a new
Equity Incentive Plan has been approved by Employer’s shareholders, Employee
shall be granted 25,000 options, and, in deviation from past policy, 10% of this
number shall vest at the time of such grant, with 20% of this number vesting one
year later, 30% one year after that and 40% in the year subsequent to that,
subject to the approval of the relevant Committees of Employer’s Board of
Directors. In case that there should not be a new Employee Equity Incentive Plan
in 2005, then Employee shall be entitled to receive a cash payment calculated as
the in-the-money-value that those 25,000 options, when vested, would have had if
they had been granted. Further, Employee shall receive another 25,000 options on
the date of the first contract extension, provided that the contract will have
been extended by both parties. The strike price and vesting of these options
will be in accordance with the Equity Incentive Plan and subject to the
Incentive Plan Committee’s decisions in this regard.
7.
Termination,
Severance Pay and Restrictions Against Competition and Solicitation.
(a) Voluntary
Termination by Employee.
|
(i) |
Employee
agrees to give Employer at least sixty (60) days' notice prior to any
voluntary termination of employment by Employee.
|
|
(ii) |
If Employee terminates employment voluntarily, |
|
(A) |
Employee
will receive all earned Base Salary only through the last day of
Employee's employment with Employer (as well as reimbursement of expenses
incurred through the last day of Employee's
employment); |
|
(B) |
The
Noncompetition and Nonsolicitation Periods under Section 8 will end on the
first anniversary of the last day of Employee's employment with
Employer. |
|
(iii) |
Employee
and Employer acknowledge that Employee's knowledge of the particular
operations of Employer will be difficult to replace and that the giving of
60 days' notice by Employee is necessary to enable Employer to obtain
transition assistance. |
(b)
Termination
by Employer Without Cause.
|
(i) |
Employer
may terminate Employee's employment at any time, without Cause (as defined
below). |
|
(ii) |
If Employer terminates Employee's employment without Cause: |
|
(A) |
Employee
will receive all earned Base Salary through the last day of Employee's
employment term including all mutually agreed extensions pursuant to
Section 2 with Employer (as well as reimbursement of expenses incurred
through the last dayof Employee's employment);
|
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|
(B) |
Employee's
medical/hospitalization insurance will be continued for the remaining term
of the Agreement, including all mutually agreed extensions pursuant to
Section 2. |
|
(C)
|
The
Noncompetition and Nonsolicitation Period under Section 8 will end six
months after the last day of Employee’s employment with Employer. However,
Employee can be released from his obligations under this subsection on
mutual agreement of Employee and Employer. |
|
(D) |
Employer
will continue Employee’s normal pay for the remaining term of the
Agreement, including all mutually agreed extensions pursuant to Section
2. |
|
(E) |
Employee
will also receive a payment equal to 50% of the bonus received by Employee
for the year preceding his termination under this
section. |
|
(F) |
If
Employee should be working somewhere else, then Employer does not have to
pay Employee any longer. Irrespective of other clauses in this Agreement,
the Non-Compete will be in effect as long as Employer pays Employee.
Employer and Employee can mutually agree that Employee can look for other
employment within the defined
area. |
|
(G) |
If
Employee should be permitted to look for and subsequently find other
employment, then Employer has the option to either continue to pay
Employee or release Employee to this other employer with no further pay
from Employer to Employee from the day Employee commences to work for this
other employer. |
(c) Termination
by Employer for Cause.
|
(i)
|
Employer
may terminate Employee's employment with Employer at any time, for Cause,
upon notice to Employee. "Cause" means: (A) any fraud, theft or
intentional misappropriation perpetrated by Employee against Employer; (B)
conviction of Employee of a felony; (C) a material and willful breach of
this Agreement by Employee, if Employee does not correct such breach
within a reasonable period after Employer gives written notice to Employee
(with such notice to specify in reasonable detail the action or inaction
that constitutes such breach); (D) willful or gross misconduct by Employee
in the performance of duties under this Agreement; (E) failure by Employee
to maintain in good standing any license that Employee must hold based on
the requirements of any regulatory body; (F) the chronic, repeated, or
persistent failure of Employee in any material respect to perform
Employee’s obligations as an Employee of Employer (other than by reason of
a disability as determined under common law or any pertinent statutory
provision, including without limitation the Americans With Disabilities
Act), if Employee does not correct such failure within a reasonable period
after Employer gives written notice to Employee (with such notice to
specify in reasonable detail the action or inaction that constitutes such
failure). Employer and Employee agree that the provisions of (F) are not
intended to provide grounds for a termination for Cause merely because of
an isolated failure on the part of Employee to satisfy performance goals
set by Employer. |
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|
(ii)
|
If Employee is terminated for Cause, |
|
(A) |
Employee
will receive Base Salary only through the last day of Employee's
employment with Employer (as well as reimbursement of expenses incurred
through the last day of Employee's
employment); |
|
(B) |
The
Noncompetition and Nonsolicitation Periods under Section 8 will end on the
first anniversary of the last day of Employee's employment with
Employer. |
8. Noncompetition,
Nonsolicitation, Disparagement.
(a)
Covenant
not to Compete. During
the period that Employee is employed by Employer and thereafter for the
pertinent Noncompetition Period, Employee (i) will not directly or indirectly
own, control, operate, manage, consult for, own shares in, be employed by, or
otherwise participate in any sole proprietorship, corporation, partnership, or
other entity whose primary business is the Business (as defined below), within
100 miles of any location in which Employer operates, or has any interest in,
any casino or other entity in which legal gambling is permitted or undertaken
and (ii) will not solicit any actual or potential customers of Employer, any
consultants to any such actual or potential customers, or any suppliers of
Employer. The “Business” means any of the following: the operation or management
of any casino or other entity in which legal gambling of any form is permitted
or undertaken. (The restrictions in 8(a)(i) above, shall also include any
location in which the Employer has proposed to do Business, or has made plans to
make such a proposal.) Notwithstanding the foregoing restriction, Employee may
own beneficially, or of record, less than two percent of the outstanding shares
or other equity interests of any entity in the Business whose stock is traded
publicly on NASDAQ or another nationally recognized stock exchange. The parties
specifically
6
agree
that the Noncompetition Periods specified in paragraph 7 and the geographical
scope discussed above are reasonably necessary to protect Employer’s interests,
including Employer’s trade secrets.
(b) Nonsolicitation. During
the period that Employee is employed by Employer and thereafter for the
pertinent Nonsolicitation Period, Employee will not solicit or attempt to
solicit for employment, for any other employer, any person while such person is
an employee or consultant of Employer or of any subsidiary or parent company of
Employer, and Employee will not solicit for employment or employ any such person
within six months after such person ceases to be an employee or consultant of
Employer.
(c) Disparagement. During
the Nonsolicitation Period, Employee will not disparage, criticize, or demean
Employer, its reputation, employees, directors, Officers, services, products,
manner of conducting business, customers, or suppliers, or any other aspect of
Employer, by any communication whatsoever. Likewise, during this Period, the
Employer will respond to requests for information concerning Employee’s
employment with a neutral response reflecting Employee’s dates of employment,
positions held and ending pay rate.
9. Confidential
Information, Trade Secrets and Intellectual Property.
(a) Confidential
Information.
Employee acknowledges that information, observations, and data (including but
not limited to customer/client lists) obtained by Employee, both prior to the
Effective Date and after the Effective Date, concerning the business or affairs
of Employer, constitute confidential information, are trade secrets, are the
property of Employer, and are essential and confidential components of
Employer's business. Employee will not at any time, either during or after
employment with Employer, directly or indirectly disclose to any person or use
any of such information, observations or data, except as required by Employee’s
duties in the course of Employee's employment with Employer, and except to the
extent that:
|
(i) |
the
information was within the public domain at the time it was provided to
Employee; |
|
(ii) |
the
information was published or otherwise became part of the public domain
after it was provided to Employee through no fault of
Employee; |
|
(iii) |
the
information already was in Employee's possession at the time Employer
disclosed it to Employee, was not acquired by Employee directly or
indirectly from anyone with a duty of confidentiality to Employer, and was
not acquired by Employee under circumstances in which Employee already was
an employee of or a consultant to Employer, or had a duty of
confidentiality to Employer; or |
|
(iv) |
the
information is required to be disclosed (A) by any federal or state law
rule or regulation, (B) by any applicable judgment, order, or decree of
any court, governmental agency or arbitrator having or purporting to have
jurisdiction in the matter, or (C) pursuant to any subpoena or other
discovery request in any litigation, arbitration or other proceeding, but
if Employee proposes to disclose the information in accordance with (A),
(B), or (C), Employee will first give Employer reasonable prior notice of
the proposed disclosure of any such information so as to provide Employer
an opportunity to consult with Employee as to the applicability of such
law, rule, or regulation or to appear before any court, governmental
agency, or arbitrator in order to contest the disclosure, as the case may
be, and prior to any such disclosure will redact confidential information
to the maximum extent permissible. |
7
(b) Return
of Documents, Etc.
Immediately upon termination of Employee's employment with Employer or at any
time upon notice to Employee from Employer, Employee will deliver to Employer
all memoranda, notes, plans, records, reports, and other documents and
information provided to Employee by Employer or created by Employee in
connection with Employee's employment, including, but not limited to information
stored in electronic format on PCs, laptops, external hard disks, CDs, etc. and
all copies of all such documents in any tangible form which Employee may then
possess or have under Employee's control, and will destroy all of such
information in intangible form which is in Employee's possession or under
Employee's control.
10. Survival
of Obligations Upon Employee's Termination. The
obligations of Employee in Sections 8 and 9 will survive the termination of
Employee's employment with Employer. The obligations of Employee in Section 9
will survive the termination of Employee's employment with Employer without
limitation, whether initiated by Employee or by Employer, and will continue
until Employer consents in writing to the release of Employee's obligations
under Section 9 this Agreement.
11. Remedy
for Breach. Both
Employee and Employer expressly acknowledge that the subject matter of this
Agreement is unique, and that any breach of Employee's obligations under
Sections 8 and 9 is likely to result in irreparable injury to Employer, and the
parties therefore expressly agree that Employer will be entitled to obtain
specific performance of this Agreement through injunctive relief and such
ancillary remedies of an equitable nature as a court may deem appropriate. Such
equitable relief will be in addition to, and the availability of such equitable
relief will not preclude, any legal remedies or other remedies, which might be
available to such party. If Employee breaches any provisions in Sections 8 or 9,
Employer is entitled to apply for equitable relief in the Colorado District
Court, Fourth Judicial District, prior to initiation of mediation. Employer's
application for temporary injunctive relief will not limit Employer from
pursuing any other available remedies for such breach. Employee specifically
agrees with the designation of this court and waives any objection or defense
based on forum non-conveniens, improper venue or lack of personal
jurisdiction.
12. Severability. Each
provision of this Agreement is intended to be severable, and if any portion of
this Agreement is held invalid, illegal, unenforceable or void for any reason,
8
the
remainder of this Agreement will nonetheless remain in full force and effect.
Any portion held to be invalid, unenforceable, or void will, if possible, be
deemed amended or reduced in scope, but such amendment or reduction in scope
will be made only to the minimum extent required for causing such portion to be
valid and enforceable.
13. General
Acknowledgments.
Employee and Employer expressly agree that the restrictions on Employee's
activities imposed under Section 8 are reasonable in their temporal and
geographic scope and with respect to the nature of the activities so restricted
and that the restrictions on Employee's activities imposed under Section 9 are
reasonable and necessary to protect the trade secrets and other Confidential
Information of Employer. The parties expressly agree that (i) Employee is
benefitted by these restrictions, insofar as other persons in similar managerial
positions with Employer have entered or will enter into similar agreements with
Employer, (ii) these restrictions are reasonable and necessary to protect
Employer and its subsidiaries from loss of property rights and from competing
efforts, and (iii) because of these restrictions Employer is willing to share
its trade secrets and confidential information with Employee to enable Employee
to perform his or her duties. The parties further expressly agree that, if any
court of competent jurisdiction determines that any provision of Section 8 or
Section 9 is unreasonable, the court will not declare the provision
invalid, but rather will reform and modify the provision, and enforce the
provision as reformed and modified, to the maximum extent permitted by law. The
existence of any claim or cause of action of Employee against Employer, whether
predicated on this Agreement or otherwise, will not constitute a defense to the
enforcement by Employer of the provisions of Section 8 or Section
9.
14. Non-Waiver. The
failure to enforce any right arising under this Agreement or any similar
agreement on one or more occasions will not be deemed or construed to be a
waiver of that right under this Agreement or any other agreement on any other
occasion, or of any other right on that occasion or any other
occasion.
15. Employee
Warranties.
Employee warrants to Employer that, as of the Effective Date, (a) Employee is
not employed and is not a party to another employment contract, express or
implied; (b) Employee has no other obligation, contractual or otherwise, which
would prevent Employee from entering into this Agreement and from complying with
its provisions; (c) Employee does not possess, and will not utilize during
Employee's employment with Employer, any confidential information obtained by
Employee through or in connection with any prior employment, relating to any
prior employer's business, products, services, techniques, methods, systems,
plans, policies, prices, customers, prospective customers, or employees; and (d)
Employee has given Employer timely written notice of any of Employee's prior
employment agreements or patent rights that might conflict with any interest of
Employer and has provided Employer with a copy of such agreements or patent
rights, including any applications for such rights.
16. Dispute
Resolution. Subject
to Employer’s right to seek equitable relief under Section 11, which is not
affected by this Section, Employer and Employee agree to submit to final,
binding arbitration, any and all claims, disputes or controversies between
Employee and Employer, any business affiliated with Employer, or any of the
respective directors, managers, employees or agents of such businesses,
including, but not limited to, claims, disputes or
9
controversies
arising out of or related to this Agreement or the breach thereof. The parties
agree that such arbitration is pursuant to the Federal Arbitration Act. The
arbitration shall be governed by the then-existing rules of the American
Arbitration Association for Commercial Arbitration and will be held in Colorado
Springs, Colorado. The arbitrator will be selected pursuant to the mutual
agreement of the parties, and, if the parties are unable to agree, the
arbitrator will be designated by the Chief Judge of the Fourth Judicial District
Court, State of Colorado. The award rendered by the arbitrator shall be
enforced, if necessary, in the United States District Court for the District of
Colorado. The arbitrator shall apply the substantive law of the State of
Colorado and may award any relief recognized by Colorado law, which could be
awarded by a District Court of the State of Colorado, including injunctive
relief and attorney’s fees. The arbitrator shall award reasonable attorney’s
fees and costs to the prevailing party.
17. Integration
Clause and Modification. This
Agreement is the complete and exclusive statement of the agreement between the
parties and supersedes all proposals, prior agreements, and all other
communications between the parties, oral or in writing, relating to the subject
matter of this Agreement. This Agreement may be amended or superseded only by an
agreement in writing, signed by Employee and the CEO of Employer.
18.
Notices. All
notices, requests, demands, claims, and other communications under this
Agreement must be in writing. Any notice, request, demand, claim, or other
communication under this Agreement will be deemed duly given only if it is sent
by registered or certified mail, return receipt requested, postage prepaid, or
by courier, by facsimile, or email message, and must be addressed to the
intended recipient as follows:
|
If
to Employer, to: ___________________________________
___________________________________
___________________________________
If
to Employee: to Employee's residence, as shown on Employer's
records. |
Notices
will be deemed given and received three days after mailing if sent by certified
mail, when delivered if sent by courier, and one business day after receipt of
confirmation by person or machine if sent by telecopy, facsimile, or email
transmission. Either party may change the address to which notices, requests,
demands, claims and other communications under this Agreement are to be
delivered by giving the other party notice in the manner set forth above.
Any
notice sent by email to Employer will be to the following address:
___________________.
Any
notice sent by email to Employee will be to the following address:
___________________.
19. Governing
Law and Forum. This
Agreement will be governed by and construed according to the internal laws of
the State of Colorado, without regard to conflict of law principles, except
Section 16, which will be governed and construed according to the Federal
Arbitration Act, except as otherwise provided in Section 16. The parties further
agree that any disputes arising under this Agreement and any action brought to
enforce this Agreement must be brought exclusively in the Colorado District
Court, Fourth Judicial District, and the parties consent to personal
jurisdiction of such court and waive any objection or defense of forum
non-conveniens,
improper venue or lack of personal jurisdiction.
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20. Acknowledgment
by Employee.
Employee has been afforded the opportunity to read, reflect upon and consider
the terms of this Agreement, has been afforded the opportunity to discuss this
Agreement with Employee's attorney or other advisor or counselor, has read this
entire Agreement, fully understands its terms, has voluntarily executed this
Agreement, and has retained one copy of this executed Agreement for Employee's
records. Furthermore, Employee acknowledges and agrees that should Employee
obtain employment after the termination of this Agreement, Employer may
communicate with a subsequent employer and show a copy of this Agreement to a
subsequent employer, for the purpose of informing a subsequent employer about
Employer’s rights and Employee’s obligations under this Agreement.
ACCEPTED
AND AGREED: ACCEPTED
AND AGREED:
by: /s/ Xxxxx Haitzmann, Employer by: /s/ Xxxxxxx Xxxxx,
Employee
Title: Chairman
and CEO
by: /s/
Xxxxx Xxxxxxxxxx, Employer
Title:
Vice Chairman and President
Date:
July 20, 2004 Date: June
19, 2004
11
EXHIBIT
A
Annex
Concerning 2004 Bonus
Employee’s
2004 bonus shall be included as follows:
1.
If the
budget for Xxxxxxx Casino is reached, that is Earnings Before Interest, Tax
Depreciation and Amortization (“EBITDA”) of $9,460,000, Employee shall receive a
bonus equal to 40% of his salary received for 2004.
2.
If
Xxxxxxx’ EBITDA is between $9,460,000 and $10,000,000, Employee will receive an
additional bonus equal to three percent of the EBITDA above
$9,460,000.
3.
If
Xxxxxxx’ EBITDA is between $10,000,000 and $10,500,000, then Employee will
receive, in addition to the amounts in 1 and 2 above, an additional amount equal
to 4.5% of the EBITDA above $10,000,000.
4.
If
Xxxxxxx’ EBITDA is higher than $10,500,000, then the Employee, in addition to
the amounts in 1, 2 and 3 above, will receive an additional 7.5% of the EBITDA
above $10,500,000.
5.
If
certain non-quantative goals have been met (personal commitment component of
bonus), then the Employee will receive an additional 10% of his salary earned
during 2004. The personal commitment goals shall be established by the Employee
and Employer.
