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Exhibit 10.180
January 8, 1999
Xxxxxxx X. Xxxxxxxx, Executive Vice President and General Counsel
Capital Gaming International, Inc.
0000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
RE: Employment Agreement ("Employment Agreement"), dated as of December 1,
1998, between Capital Gaming International, Inc. (the "Company"), and
Xxxxxxx X. Xxxxxxxx ("Employee")
Dear Xx. Xxxxxxxx:
This letter agreement ("Letter Agreement") is made and effective as of
January 1, 1999 and memorializes the supplementary agreements reached between
the Company and Employee with respect to the Employment Agreement. All terms not
otherwise defined herein shall have the meaning ascribed to such terms in the
Employment Agreement.
1. Location of Services Performed.
The Company acknowledges that Employee currently resides and works in
Phoenix, AZ. The Company agrees that Employee shall not be required as a
condition of his continued employment to relocate from the
Phoenix/Scottsdale, AZ area or to regularly report to an office of the
Company on a daily basis which is located outside such area as a
condition to continued employment.
2. Senior Secured Notes.
Section 6.4 of the Company's First Amended and Modified Plan of
Reorganization provides that key officers would receive a confirmation
payment which included New Secured Notes. The Company and Employee
hereby mutually agree that the Company shall forthwith cause U.S. Bank
Trust National Association as Indenture Trustee to issue $125,000 in New
Secured Notes in the name of Employee as an incentive for continued
employment with the Company ("Employee Notes") to be held in escrow and
distributed as follows:
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Xxxxxxx X. Xxxxxxxx
Page 2.
a. The Employee Notes will be forwarded to Xxxxxxx X. Xxxxxx, c/o
Southmark Corporation, 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000
who will hold them in escrow and shall act as Escrow Agent ("Escrow
Agent") pursuant to this Letter Agreement. The Escrow Agent shall
not be liable for any action taken or omitted by him in good faith
and believed by him to be authorized hereby or within the rights or
powers conferred upon him hereunder, or in accordance with advice of
counsel of his choosing, and shall not be liable for any mistake of
factor error of judgment.
b. Employee shall not be entitled to physical distribution of the
Employee Notes or be vested as to principal until May 15, 2000 at
which time the Escrow Agent shall deliver the Employee Notes to
Employee, or as directed by Employee in writing, together with any
payments of principal which the Company has paid with respect to
such Employee Notes. Any such payments of principal (if any) shall
be maintained in a segregated, interest bearing account. If Employee
is terminated prior to May 15, 2000 for Cause, or if Employee has
voluntarily left the employ of the Company prior to May 15, 2000
other than for Good Reason (each a "Triggering Event"), the Employee
will be deemed to have forfeited his rights to receive the Employee
Notes and any principal or future interest payments. Upon two (2)
weeks written notice to Employee after a Triggering Event, Escrow
Agent shall deliver the Employee Notes and all other cash in escrow
to the Company.
c. Any and all past and future interest payments on the Employee Notes
will be deemed earned by Employee as such interest payments are made
generally by the Company (November 15 and May 15 of each year
commencing November 15,1997) and the Company will instruct U.S. Bank
Trust National Association as Indenture Trustee to forthwith make
such distribution of interest directly to Employee with respect to
the November 15,1997, May 15, 1998 and November 15, 1998 interest
payments.
d In exchange for the agreements contained herein, Employee hereby
releases and forever discharges the Company for any claim to a
distribution of New Secured Notes pursuant to Section 6.4 of the
First Amended and Modified Plan of Reorganization.
3. New Common Stock.
Section 6.4 of the Company's First Amended and Modified Plan of
Reorganization provides that the Company shall distribute to key
officers a total of 10.0% (or 200,000 shares) of the issued and
outstanding New Common Stock of the Company (the "Key Officer
Distribution") to vest as follows: 3.34% of the issued and outstanding
shares of New Common Stock on the effective date (May 29, 1997), and
3.33% of the then issued and outstanding shares of New Common Stock on
each of the first and second year anniversaries of the effective date.
The Company hereby agrees that
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Employee shall be entitled to receive 50% of the Key Officer
Distribution such that Employee shall receive forthwith 66,667 shares of
the issued and outstanding shares of New Common Stock (representing the
May 29, 1997 and May 29, 1998 vested shares), with the remaining 33,333
shares of the issued and outstanding shares of New Common Stock to be
distributed to Employee on May 29,1999.
4. This Letter Agreement may not be modified or amended in any respect
except by an instrument in writing signed by the party against whom such
modification or amendment is sought to be enforced.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chairman
ACCEPTED AND AGREED
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Escrow Agent
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
