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EXHIBIT 3
SEVERANCE AGREEMENT
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 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 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 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 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,
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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 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 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 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 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 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 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
Title: Vice Chairman
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