XXXXXX CITY XXXXXX
000 X. XXXXXXX XXXXXX, XXXXX 000
XXXXXX XXXX, XX 00000-0000
(000) 000-0000
XXXXXXXXX & XXXXXX, LTD.
ATTORNEYS AT LAW
LAKE TAHOE XXXXXX
000 XXXXXXXXX XXXXX, XXXXX 0000
P. O. XXX 0000
XXXX XXXXX, XX 00000-0000
(000) 000-0000
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into this 23rd day of June, 1997, by and
between HARVEYS CASINO RESORTS, a Nevada corporation, hereinafter referred to as
"HARVEYS" and/or "EMPLOYER", and XXXXX 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 XXXXX 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.
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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 execution hereof, EMPLOYEE shall become Senior Vice
President of Corporate Marketing, or such other position as determined by the
Chief Executive Officer of HARVEYS. 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 organizing and developing Harveys'
strategic marketing plans and focus for each property and corporate organization
to ensure achievement of market share and awareness goals, database growth and
utilization; for product and service developments, enhancements, and alliances
in order to develop a competitive advantage in each market; create and cultivate
corporate communications systems and programs to improve communications among
customer markets, employees, senior management and the board of directors.
The EMPLOYEE shall have the responsibility of ensuring that all creative
applications are consistently applied to HARVEYS' standards. EMPLOYEE shall
also be responsible for annually orginaizing and developing corporate strategic
and tactical plans.
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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 two (2) years commencing on the
23rd day of June, 1997.
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.
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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,
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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
Seventy-Five Thousand Dollars ($175,000.00), payable in at least monthly
installments, less all applicable Federal, State and Local Taxes, Social
Security and any other government mandated deductions.
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 as provided for in said Plan.
7.02 VACATION - EMPLOYEE shall be entitled in each fiscal year to a
vacation and holiday pay in accordance with the policy in place from time to
time as implemented by EMPLOYER for senior vice-president positions.
7.03 COMPLIMENTARY PRIVILEGES - EMPLOYEE shall be entitled to Level I
complimentary privileges as are afforded all other senior 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 Senior Vice President positions.
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7.05 AUTOMOBILE - EMPLOYER shall provide EMPLOYEE with an automobile in
accordance with the Class Two category of EMPLOYE'S Standard Automobile Policy
and Procedures, as from time to time amended.
7.06 SHORT AND LONG TERM INCENTIVES - EMPLOYEE shall be allowed to
participate in the Short Term Incentive Plan and the Long Term Incentive Plan as
said plans are in effect from time to time.
7.08 MEDICAL, VISION AND DENTAL INSURANCE - EMPLOYER shall provide medical,
vision and dental benefits to EMPLOYEE, his spouse and dependents in accordance
with EMPLOYER'S Class One coverage under the Executive Medical Plan, as amended
from time to time.
7.09 SERP - EMPLOYEE shallcontinue to participate lin EMPLOYER'S
Supplemental Executive Retirement Program, as the same is amended from time to
time.
7.10 DEFERRED COMPENSATION PROGRAM - EMPLOYEE shall be allowed to
participate in the Deferred Compensation Program as said plan is in effect from
time to time.
7.11 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.
7.12 ADDITIONAL EMPLOYEE BENEFIT PLANS - EMPLOYEE is entitled to
participate in all additional employee benefits plans which may, in the future,
be made available to management employees.
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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:
XXXXX X. XXXXXXXX
X.X. Xxx 000
Xxxxxxxxx, XX 00000
EMPLOYER:
HARVEYS CASINO RESORTS
Attn: XXXXXXX X. XXXXXXX, Chief Executive Officer
Highway 50 and Xxxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxxxx, XX 00000
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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,
contains 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
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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 23RD day of June, 1997.
EMPLOYEE:
XXXXX X. XXXXXXXX
------------------------------
EMPLOYER:
HARVEYS CASINO RESORTS
By: XXXXXXX X. XXXXXXX
--------------------------------------
Chief Executive Officer
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