EXHIBIT 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Employment Agreement") entered into as of
January 1, 2001, by and between Horseshoe Gaming Holding Corp., a Delaware
corporation ("Employer"), and Xxxxxxx X. Xxxxxxxxxx ("Employee").
RECITALS
WHEREAS, Employer's subsidiaries and affiliates have developed and are
currently operating casino and hotel facilities in Tunica, Mississippi; Bossier
City, Louisiana; and Hammond, Indiana; and
WHEREAS, Employer desires to employ Employee, and Employee desires to
accept such employment, pursuant to the terms of this Employment Agreement, and
in furtherance of such desires Employer and Employee wish to enter into this
Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and in consideration of the mutual
covenants, promises and agreements herein contained, the parties hereto agree as
follows:
AGREEMENT
1. Definitions. All capitalized words referenced or used in this
Employment Agreement and not specifically defined herein shall have the meanings
set forth on Exhibit A, which is attached hereto and by this reference made a
part hereof.
2. Term. This Employment Agreement shall become effective on the date
first written above (the "Commencement Date") and shall terminate pursuant to
Section 8.
3. Position to be Held by Employee. Employee is hereby employed and
hired by Employer to serve and act as the Senior Vice President- General Counsel
of Employer, and shall perform each and all of the duties and shall have all of
the responsibilities described herein. Employee shall at all times report
directly to and take directives from the Chief Executive Officer and the
President of Employer (collectively, the "Supervisor") or such other executives
of Employer as directed by Employer.
4. Duties and Responsibilities.
A. Duties. In Employee's capacity as Senior Vice President-
General Counsel of Employer, Employee shall devote his best efforts and his full
business time and attention to the performance of the duties customarily
incident to the position of Senior Vice President- General
Counsel and to such other duties as may be reasonably requested by Supervisor in
a manner so as to maximize, to the best of the Employee's ability, the
profitability of the Employer, for and on behalf of the Employer in accordance
with all applicable laws and regulations. The authority of Employee to bind
Employer shall be as broad or as limited as may be determined from time to time
by the Supervisor or the Board of Directors of Employer (the "Board"). Employee
acknowledges and agrees that in connection with his employment he may be
requested to travel on behalf of Employer.
B. Fiduciary Duty. In every instance, Employee shall carry out
his various duties and responsibilities in a fiduciary capacity on behalf of
Employer, in an effort to maximize the profitability of Employer. In no event
whatsoever shall Employee enter into any commitments or obligations, written or
verbal, or take or omit to take any other action, the result of which would be
to create a conflict of interest between Employer and Employee, or the result of
which would (directly or indirectly) benefit Employee, any person or entity
associated with or affiliated with Employee, or any person or entity in any
manner involved in the gaming industry to the detriment of Employer. In all
instances, Employee shall perform his services and oversee his department(s) in
a thorough, competent, efficient and professional manner.
C. Full-Time Effort. Employee acknowledges and agrees that the
duties and responsibilities to be discharged by Employee require a full-time
effort on the part of Employee, and accordingly, Employee agrees to devote his
full-time effort and resources for and on behalf of Employer, and agrees that he
will not, without the prior written consent of Employer, during the term hereof,
enter into (directly or indirectly) any other business activities or ventures,
other than investments which are passive in nature provided no such investment
may exceed 5% of the equity securities of any entity without the prior approval
of the Board.
D. Directives from the Supervisor. In all instances, Employee
agrees to carry out all of his duties and responsibilities as set forth herein
pursuant to the guidance, directives and instructions of the Supervisor and
agrees that at all times his authority shall be subordinate to such Supervisor.
The wishes and directives of the Supervisor shall prevail in all matters and
decisions as to which there is a disagreement between Employee and the
Supervisor, and Employee shall carry out any and all lawful directives from the
Supervisor to the best of his ability.
5. Compensation. As compensation for the services to be rendered by
Employee pursuant to the terms of this Employment Agreement, Employee shall be
entitled to receive the following:
A. a base salary of TWO HUNDRED AND SEVENTY THOUSAND DOLLARS
($270,000.00) per year (payable in equal bi-weekly installments) that may be
adjusted annually by a merit increase based upon Employer's existing policy and
an annual performance appraisal of Employee by Employer (the "Base
Compensation");
B. a discretionary bonus in an amount determined in accordance
with Employer's bonus plan, as may be amended from time to time by Employer in
Employer's sole discretion, (the "Bonus");
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C. the right to participate in any employee stock option or
stock purchase plan that may be adopted by Employer for its executive level
employees, such participation to be at a level commensurate with that of other
executives performing similar duties and at a similar compensation level as that
of Employee;
D. a bonus of EIGHTY FOUR THOUSAND THREE HUNDRED AND SIX DOLLARS
($84,306.00) shall be distributed to Employee by Employer on the earlier of (x)
January 1, 2002, (y) the effective date of a Change in Control, or (z) the date
Employee is terminated by Employer without cause, provided (i) Employee is not
terminated by Employer for Cause and (ii) Employee does not resign from his
position as Senior Vice President- General Counsel of Employer, prior to or on
December 31, 2001; and
E. a bonus of EIGHTY FOUR THOUSAND THREE HUNDRED AND SIX DOLLARS
($84,306.00) shall be distributed to Employee by Employer on the earlier of (x)
January 1, 2003, (y) the effective date of a Change in Control, or (z) the date
Employee is terminated by Employer without cause, provided (i) Employee is not
terminated by Employer for Cause and (ii) Employee does not resign from his
position as Senior Vice President- General Counsel of Employer, prior to or on
December 31, 2002.
6. Fringe Benefits. It is understood and agreed that the Base
Compensation to be received by Employee is to be all-inclusive of other typical
fringe benefits provided to executives in a similar position as Employee;
provided, however, that Employee shall be entitled to the following benefits:
A. reimbursement, on an on-going basis, for all reasonable
entertainment, travel and other similar expenses incurred in the performance of
his duties and responsibilities hereunder, such expenses to be subject to
budgets established for such purpose and the Employer's reimbursement
procedures;
B. participation in such health coverage plans, policies and
practices for Employee and all members of his immediate family which Employer
may offer to its executives at a level commensurate with that of Employee in
Employer's sole discretion, from time to time;
C. participation in such pension plans as Employer shall adopt
for all of its employees of Employer; it being understood and agreed that the
only pension plan that Employer has adopted at this time is a Section 401(k)
form of pension plan;
D. occasional use of a company vehicle as and when needed in
connection with the performance of Employee's duties and responsibilities;
E. participation in Employer's vacation policy as may be in
effect from time to time for employees at a level commensurate with Employee;
and
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F. participation in any agreement, which Employer may adopt in
its sole discretion allowing for payment to employees at a level commensurate
with Employee as a result of a change of control.
7. Gaming License. Employee understands that it shall be necessary for
Employee to maintain in full force and effect at all times, gaming licenses as
required by certain jurisdictions in which subsidiaries or affiliates of
Employer are conducting gaming operations. Accordingly, during the course of his
employment, Employee agrees to use his best efforts to obtain and maintain such
licenses, to fully cooperate in the investigation or investigations to be
conducted in connection therewith and otherwise to fully comply with all
requirements of applicable Gaming Authorities and Governmental Authorities.
8. Termination.
A. Termination With Cause. Employer may terminate Employee for
"cause" as provided in this Section 8. For purposes of this Employment
Agreement, "cause" means the occurrence of one or more of the following events:
1. the revocation, suspension or failure to renew for a
period in excess of ninety (90) days, of any necessary gaming license due to an
act or omission (or alleged act or omission) of Employee upon which the Gaming
Authorities or Governmental Authorities have based their determination to
revoke, suspend or fail to renew any gaming license;
2. failure or refusal by Employee to observe or perform
any of the material provisions of this Employment Agreement or any other written
agreement with Employer, or to perform in a reasonably satisfactory manner all
of the material duties required of Employee under this Employment Agreement or
any other written agreement with Employer;
3. commission of fraud, misappropriation, embezzlement
or other acts of dishonesty, or conviction for any crime punishable as a felony
or a gross misdemeanor involving dishonesty or moral turpitude or the use of
illegal drugs while on duty for Employer or on the premises of any facility
operated by Employer or one of its affiliated entities;
4. unreasonable refusal or failure to comply with the
proper and lawful directives of and/or procedures established by the Supervisor,
Chief Executive Officer, President, Chief Operating Officer or the Board (or
persons of comparable or senior position);
5. the death of Employee; or
6. the mental or physical disability of Employee to such
a degree that Employee, in the reasonable judgment of a licensed physician
retained by Employer, is unable to carry out all of the obligations, duties and
responsibilities set forth herein for a period in excess of ninety (90) days.
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Termination of Employee's employment for cause under Subsection
8(A)(v) above shall be effective simultaneously with the occurrence of the
circumstances giving rise to the termination. The Termination of Employee's
employment for cause under Subsections 8(A)(i), 8(A)(iii) or 8(A)(vi) above
shall be effective immediately upon notice thereof by Employer to Employee.
Termination of Employee's employment for cause under Subsections 8(A)(ii) or
8(A)(iv) above shall be effective upon fourteen (14) days' prior notice thereof
by Employer to Employee. The factual basis for termination for cause shall be
included within any such notice of termination.
B. Termination for Cause or Resignation. Upon termination of
Employee's employment with Employer (i) by Employer for cause or (ii) upon the
resignation of Employee, all compensation as defined by Section 5 herein and all
fringe benefits as defined by Section 6 herein will cease at the effective date
of termination.
C. Termination Without Cause or Expiration of Term. Employer, in
its discretion, may terminate Employee at any time without cause. If Employee is
terminated by Employer without cause, in consideration of the covenants in
Section 10 below and commencing upon execution of a waiver and release, Employer
shall pay Employee an amount equal to one (1) year of his Base Compensation,
less federal, state and local withholding taxes, in equal installments, of not
more than 26 installments and not less than 12 installments, over the course of
the year following such termination. All fringe benefits as described in this
Employment Agreement, or otherwise provided to Employee, including medical, life
and disability insurance, shall terminate immediately upon the effective date of
termination.
9. Survival of Certain Covenants. The covenants not to compete, solicit
or hire and the confidentiality agreements, set forth in Sections 10 and 11
herein shall continue to apply beyond termination in the manner and to the
extent set forth herein.
10. Covenants Not to Compete, Solicit or Hire.
A. Covenant Not to Compete. If Employee ceases to be employed by
Employer for any reason whatsoever, Employee shall not, for a period of time
equal to one (1) year following the effective date of his termination, directly
or indirectly, whether as principal, manager, agent, consultant, officer,
director, stockholder, partner, investor, lender or employee, or in any other
capacity, carry on, be engaged in or employed by or be a consultant to or to
have any financial interest in any other casino or gaming operation of any kind
conducting business within one hundred (100) miles of any other gaming facility
principally owned or controlled by Xxxx X. Xxxxxx or members of his family or
trusts for their benefit, Employer or Employer's subsidiaries or related
companies, unless such gaming facility is located in Las Vegas, Reno, Lake Tahoe
or Atlantic City. Employer and Employee agree that such covenant not to compete
is a condition of Employee's employment and that the covenant not to compete has
been given by Employee to Employer for full and adequate consideration. Nothing
contained herein shall prohibit Employee from owing or holding stock in a casino
or gaming operation wherever located, provided that such entity or entities
operating and/or owing said gaming or casino operation is
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publicly traded and the stock owned or held by the Employee does not constitute
more than one percent (1%) of the outstanding equity interest of said gaming or
casino operation.
B. Covenant Not to Solicit or Hire. If Employee ceases to be
employed by Employer for any reason whatsoever, Employee shall not, for a period
of time equal to one (1) year following the effective date of his termination,
directly or indirectly, hire, retain or solicit, or cause any other employer of
his or any other person who has retained Employee as a consultant or independent
contractor to hire, retain or solicit, as an employee, consultant, independent
contractor in a supervisory capacity or otherwise any person who was at any time
during the period commencing on the date three (3) months prior to the
Commencement Date and ending on the date of termination of Employee's employment
hereunder, an employee of or consultant or independent contractor in a
supervisory capacity to Employer or any other gaming operation principally owned
or controlled by Xxxx X. Xxxxxx or members of his family or trusts for their
benefit, Employer or Employer's subsidiaries or related companies.
11. Nondisclosure of Confidential Information.
A. Definition of Confidential Information. For purposes of this
Employment Agreement, "Confidential Information" means any information that is
not generally known to the public that relates to the existing or reasonably
foreseeable business of Employer. Confidential Information includes, but is not
limited to, information contained in or relating to the compensation and benefit
plans, customer lists, account lists, price lists, product designs, marketing
plans or proposals, acquisition or growth plans or proposals, customer
information, merchandising, selling, accounting, finances, knowhow, trademarks,
trade names, trade practices, trade secrets and other proprietary information of
Employer.
B. Employee Shall Not Disclose Confidential Information.
Employee will not, during the term of Employee's employment and following the
termination of this Employment Agreement, until such time as the confidential
information becomes generally known to or readily ascertainable by proper means
by the public, use, show, display, release, discuss, communicate, divulge or
otherwise disclose Confidential Information to any unauthorized person, firm,
corporation, association or other entity for any reason or purpose whatsoever,
without the prior written consent or authorization of Employer. Nothing
contained herein shall be interpreted or construed as restraining or preventing
Employee from using Confidential Information in the proper conduct of services
to be rendered by Employee on behalf of Employer pursuant to this Employment
Agreement. Mistake or lack of knowledge as to the status of information wrongly
disclosed or used by Employer shall not serve as a defense to a breach of this
provision.
C. Rights to Publish. During the term of this Employment
Agreement and thereafter, Employee shall not produce for publication,
circulation or production any movies or writing of any kind, including but not
limited to articles, books, manuscripts and screenplays about, concerning,
discussing, or mentioning Xxxx X. Xxxxxx, or any person related to Xxxx X.
Xxxxxx by blood or marriage whether such related person is now or at a later
date deceased. Further, Employee shall not disclose any information to any
party, or consult with any person or
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entity engaged in or making any efforts to publish, circulate or produce any
writing, movie or television program of any kind whatsoever including but not
limited to an article, book, manuscript, or screenplay concerning Xxxx X.
Xxxxxx, or any person related to Xxxx X. Xxxxxx by blood or marriage whether
such related person is now or at a later date deceased.
D. Scope. Employee's covenant in Subsection 11(B) above not to
disclose Confidential Information shall not apply to information which, at the
time of such disclosure, may be obtained from sources other than from Employer,
or its agents, lawyers or accountants, provided however, that such information
received is not received from sources which received the information in an
improper manner or against the wishes of Employer.
E. Title. All documents and other tangible or intangible
property relating in any way to the business of Employer which are conceived or
generated by Employee or come into Employee's possession during Employee's
employment with Employer shall be and remain the exclusive property of Employer,
and Employee agrees to return immediately to Employer, upon its request, all
such documents and tangible and intangible property, including, but not limited
to, all records, manuals, books, blank forms, documents, letters, memoranda,
notes, notebooks, reports, data, tables, magnetic tapes, computer disks,
calculations or copies thereof, which are the property of Employer and which
relate in any way to the business, employees, customers, services, products,
practices or techniques of Employer, as well as all other property of Employer,
including but not limited to, all documents which in whole or in part contain
any Confidential Information of Employer which in any of these cases are in
Employee's possession or under Employee's control.
F. Compelled Disclosure. In the event a third party seeks to
compel disclosure of Confidential Information by Employee by judicial or
administrative process, Employee shall promptly notify Employer of such
occurrence and furnish to Employer a copy of the demand, summons, subpoena or
other process served upon Employee to compel such disclosure, and will permit
Employer to assume, at its expense, but with Employee's full cooperation,
defense of such disclosure demand. In the event that Employer refuses to contest
such a third party disclosure demand under judicial or administrative process,
or a final judicial judgment is issued compelling Employee to disclose
Confidential Information, Employee shall be entitled to disclose such
information in compliance with the terms of such administrative or judicial
process or order.
12. Reasonableness of Terms. The Employer and the Employee stipulate and
agree that the terms and covenants contained in Section 10 and Section 11 herein
are fair and reasonable in all respects, including the time period and
geographical coverage in Section 10, and that these restrictions are designed
for the reasonable protection of the Employer's business and Employer's
legitimate interests therein, do not stifle the inherent skills or experience of
Employee and would not operate as a bar to Employee's sole means of earning
wages. In the event that these restrictions are found to be overly broad or
unreasonable, the Employer and the Employee agree that such restrictions shall
be severable and enforceable on such modified terms as may be deemed reasonable
and enforceable by a court of competent jurisdiction.
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13. Representations and Warranties.
Employee hereby represents and warrants to Employer and its
affiliated or related entities that:
A. the execution, delivery and performance by Employee of this
Employment Agreement will not conflict with, violate the terms of or create a
default under any other agreement by which Employee is bound, including without
limitation Employee's present employment or similar agreements, whether oral or
written;
B. no Gaming Authority or other Governmental Authority has ever
denied or otherwise declined to issue any gaming license or related
authorization applied for by Employee;
C. Employee is not aware of any facts which, if known to any
Gaming Authority or other Governmental Authority, would cause the refusal of his
application for, or renewal of, any gaming licenses required to be obtained by
Employee pursuant to Section 7 of this Employment Agreement;
D. Employee is not aware of any mental, physical or emotional
condition which currently affects Employee, and which might result in Employee's
being unable to carry out all of his duties, obligations and responsibilities
set forth herein;
E. Employee understands and agrees that Employer is entering
into this Employment Agreement in strict reliance upon the representations and
warranties of Employee set forth herein, and that a breach of any of said
representations and warranties by Employee would constitute a default hereunder;
and
F. Employee has received and reviewed Employer's current
vacation policy and understands and agrees to its terms.
14. Entire Agreement. This Employment Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter set forth
herein, and supersedes any and all previous oral or written agreements,
understandings or discussions between the parties hereto with respect to the
subject matter set forth herein with respect to the employment of Employee.
15. All Amendments in Writing. This Employment Agreement may be amended
only pursuant to a written instrument executed by Employer and Employee. It
shall not be reasonable for either Employer or Employee to rely on any oral
statements or representations by the other party that are in conflict with the
terms of this Employment Agreement.
16. Arbitration. In the event of any dispute or controversy between
Employer and Employee with respect to any of the matters set forth herein, both
Employer and Employee agree to submit such dispute or controversy to binding
arbitration, to be conducted in Las Vegas, Nevada pursuant to the then
prevailing rules and regulations of the American Arbitration
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Association. In such arbitration, the prevailing party shall be entitled, in
addition to any award made in such proceeding, to recover all of its costs and
expenses incurred in connection therewith, including, without limitation,
attorneys' fees. This provision does not in any way affect Section 24 of this
Employment Agreement.
17. Governing Law. This Employment Agreement shall be governed and
construed in accordance with the internal laws of the State of Illinois. The
terms of this Employment Agreement are intended to supplement but not displace,
the parties respective rights under the Illinois Trade Secrets Act, 765 ILCS
1065/1, et seq., as amended, and any similar laws adopted in Indiana, Nevada,
Mississippi or Louisiana.
18. Notices. All notices required or desired to be given under this
Employment Agreement shall be in writing and shall be deemed to have been duly
given (i) on the date of service if served personally on the party to whom
notice is to be given, (ii) on the date of receipt by the party to whom notice
is to be given if transmitted to such party by telefax, provided a copy is
mailed as set forth below on the date of transmission, or (iii) on the third day
after mailing if mailed to the party to whom notice is to be given by registered
or certified mail, return receipt requested, postage prepaid, to the following
addresses or to such other address as may be provided from time to time by one
party to the other:
If to Employer:
Horseshoe Gaming Holding Corp.
00000 X. Xxxx Xxxxx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Chief Operating Officer
Telecopy: (000) 000-0000
Phone: (000) 000-0000
If to Employee:
Xxxxxxx X. Xxxxxxxxxx, Esq.
00000 Xxxxxxxxxx Xxx
Xxxxxxxxx, XX 00000
19. Assignment. This Employment Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
successors, administrators and assigns. Notwithstanding the foregoing, Employee
understands and agrees that the nature of this Employment Agreement is a
personal services agreement, and that Employer is entering into this Employment
Agreement based upon the specific services to be rendered personally by Employee
hereunder; and accordingly, Employee shall not assign, transfer or delegate in
any manner any of his duties, responsibilities or obligations hereunder.
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20. No Third Party Beneficiaries. This Employment Agreement is solely
for the benefit of Employee, Employer, Employer's affiliated or related
companies, Xxxx X. Xxxxxx and his heirs, and in no event shall any other person
or entity by deemed or construed as a third party beneficiary of any of the
provisions or conditions set forth herein.
21. Waiver. No waiver of any term, condition or covenant of this
Employment Agreement by a party shall be deemed to be a waiver of any subsequent
breaches of the same or other terms, covenants or conditions hereof by such
party.
22. Construction. Whenever possible, each provision of this Employment
Agreement shall be interpreted in such manner as to be effective or valid under
applicable law, but if any provision of this Employment Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Employment Agreement. Without limiting the generality of the foregoing, if any
court determines that the term or the business or geographic scope of the
covenants contained in Subsections 10(A) or 10(B) is impermissible due to the
extent thereof, said covenant shall be modified to reduce its term and/or
business or geographic scope, as the case may be, to the extent necessary to
make such covenant valid, and said covenant shall be enforced as modified.
23. Withholding. Employer shall withhold from any payments due to
Employee hereunder, all taxes, FICA or other amounts required to be withheld
pursuant to any applicable law.
24. Injunctive Relief. Employee and Employer each acknowledge that the
provisions of Sections 10 and 11 are reasonable and necessary, that the damages
that would be suffered as a result of a breach or threatened breach by Employee
of Sections 10 and/or 11 may not be calculable, and that the award of a money
judgment to Employer for such a breach or threatened breach thereof by Employee
would be an inadequate remedy. Consequently, Employee agrees that in addition to
any other remedy to which Employer may be entitled in law or in equity, the
provisions of Sections 10 and 11 may be enforced by Employer by injunctive or
other equitable relief, including a temporary and/or permanent injunction
(without proving a breach therefor), and Employer shall not be obligated to post
bond or other security in seeking such relief. Employee hereby waives any and
all objections he may have and consents to the jurisdiction of any state or
federal court located in the State of Nevada, Mississippi, Illinois, Indiana or
Louisiana and hereby waives any and all objections to venue.
25. Counterparts. This Employment Agreement may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which together shall constitute a single instrument.
26. Intellectual Property. Employee shall disclose all inventions,
improvements, works of authorship and other inventions of any kind that Employee
makes, develops or conceives in the course of performing work for Employer
("Innovations") whether or not they are eligible for
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patent, copyright, trademark, trade secret or other legal protection. Employee
agrees that all Innovations will be the sole and exclusive property of Employer
and hereby assigns Employer all right in the Innovations and in all related
patents, patent applications, copyrights, mask work rights, trademarks, trade
secrets, right of priority and other proprietary rights. Employee also hereby
irrevocably transfers and assigns to Employer and waives and agrees never to
assert, any and all "Moral Rights" (as defined below) Employee may have in or
with respect to any Innovations. "Moral Rights" is defined as any rights to
claim authorship of Innovation, to object to or prevent any modification of any
Innovation, to withdraw from circulation or control the publication or
distribution of any Innovation, any similar right, existing under judicial or
statutory law of any country in the world, or under any treaty, regardless of
whether or not such right is called or generally referred to as a "moral right".
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IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement as of the date and year first above written.
"EMPLOYER" HORSESHOE GAMING HOLDING CORP.
A Delaware corporation
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, CEO
"EMPLOYEE"
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
EXHIBIT A
DEFINITIONS
All capitalized terms referenced or used in this Employment
Agreement and not specifically defined therein shall have the meaning set forth
below in this Exhibit A, which is attached to and made a part of this Employment
Agreement for all purposes.
Gaming Authority. The term "Gaming Authority" shall mean all
agencies, authorities and instrumentalities of any state, nation (including
Native American nations) or other governmental entity or any subdivision
thereof, regulating gaming or related activities in the United States or any
state or political subdivision thereof, including, without limitation, the
Nevada, Illinois, Indiana, Mississippi and Louisiana gaming commissions.
Governmental Authority. The term "Governmental Authority" means
the governments of (i) the United States of America, (ii) the State of
Mississippi, (iii) Tunica County, Mississippi, (iv) the State of Louisiana, (v)
Bossier City, Louisiana, (vi) the State of Illinois, (vii) Joliet, Illinois,
(viii) the State of Indiana, (ix) Hammond, Indiana and (x) any other political
subdivision of any state of the United States in which a casino or gaming
facility is operated by Employer, and any court or political subdivision,
agency, commission, board or instrumentality or officer thereof, whether
federal, state or local, having or exercising jurisdiction over Employer or a
facility operated by Employer, and including, without limitation, any Gaming
Authority.
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