EXHIBIT 10.22
April 14, 1997
Xx. Xxxxx X. Xxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Employment Agreement with Argosy Gaming Company
Dear Xx. Xxxxx:
I am pleased to offer you employment with Argosy Gaming Company (the
"Company") under the following terms:
1. TITLE AND DUTIES.
Your title shall be President and Chief Executive Officer. As such,
you shall report to the Executive Committee and full Board of Directors. You
shall have all of the authority and duties usual and customary to the Chief
Executive Officer of a publicly-traded corporation, including but not limited to
the power to direct and control the activities of the senior officers and
employees of the Company or their equivalent including, but not limited to, the
Chief Financial Officer, Vice President Operations, General Counsel, Vice
President Development/Facilities and Vice President Sales and Marketing. As to
the officers and general managers of the Company the Board of Directors will
consider your recommendations as to hirings and terminations. As to all other
employees of the Company you shall have the power and authority to hire and
terminate.
2. PLACE OF WORK.
Headquarters for the Company is currently in Alton, Illinois. You
shall maintain an office at headquarters.
3. TERM.
The Term of this Agreement shall be three (3) years from April 21,
1997 ("Effective Date"), subject to the termination pursuant to Section 11.
April 14, 1997
Page 2
4. BASIC COMPENSATION.
Your basic compensation shall be $400,000 annually payable in
substantially equal monthly payments commencing from the Effective Date,
subject to usual and customary deductions for taxes, governmental charges,
and customary contributions to health, welfare and insurance programs
maintained by the Company for the senior officers of the Company.
5. ADDITIONAL COMPENSATION.
Promptly after your execution of this Agreement, the Company shall
issue to you, from the authorized and unissued shares, 100,000 shares of
common stock ("Additional Compensation") and such shares when issued shall be
held in escrow for you. Issuance of such shares shall be subject to listing
on the New York Stock Exchange and such shares shall be "restricted
securities" under the federal securities laws. At the end of 18 months from
the Effective Date 40% of the Shares held in escrow shall be released from
escrow and delivered to you if you are still employed by the Company and at
the end of the Term the balance of the shares held in escrow shall be
released from escrow and delivered to you if you are still employed by the
Company. You shall be entitled to any dividends (stock or cash) or the
benefits of any stock split with respect to the shares distributed to you
from the escrow. You shall also have the right to vote the Shares.
6. EXPENSES.
You shall be entitled to reimbursement for all expenses reasonably
associated with the Company's business.
7. AUTOMOBILE.
You shall receive an allowance for an automobile in the amount of
$800.00 monthly, which shall include the cost of owning or leasing of the
car, mileage, maintenance, gas, oil and insurance, and covers your car usage
in Xxxxx and New Jersey while in your commuting mode.
8. EXECUTIVE AND MANAGEMENT OPTIONS.
(a) You acknowledge that at the present time the Company's Stock
Option Plan ("Option Plan") has less than 200,000 shares of Common Stock
available for grant. The Board of Directors is currently considering several
alternatives to increase the number of shares available to grant under the
Option Plan. Several of the alternatives being considered will require the
approval of the stockholders of the Company which will not occur until the
1998 annual meeting. It is the
April 14, 1997
Page 3
Board's desire to have the number of shares available for grant under the
Option Plan to be at least 1,000,000 shares.
(b) Subject to increasing the shares available for grant under the
Plan (or having them available from retired options), the Stock Option
Committee will consider your recommendations for option grants to all
executive and management employees, including, without limitation the
following executives: Chief Financial Officer, General Counsel, Vice
President Operations, Vice President Sales & Marketing and Vice President
Development/Facilities. All options granted under the Option Plan must be
issued at or above the closing price on the date of grant. The options will
be subject to the other terms of the Option Plan.
(c) Subject to increasing the shares available for grant under the
Plan, the Stock Option Committee will grant you 300,000 option shares and
such shares shall vest in equal amounts (ie., 1/3) over a three year period
to track the Term. The 300,000 option shares shall be granted by June 30,
1997 with 100,000 shares available and granted (at market on date of grant)
as soon after signing as reasonable, and the remaining 200,000 shares set at
the market price when granted on or before June 30, 1997. (It is understood
that the Compensation Committee and/or the Board can grant option shares in
June by increasing the number of shares reserved under the Option Plan,
subject to approval of Shareholders at the next Annual Meeting).
9. BENEFITS.
You shall be eligible to participate in all benefit plans as
provided to any officer of the Company. These benefits may change from time
to time. At this time it is believed the benefits include (a) family medical
and dental benefits, (b) a qualified profit-sharing plan, (c) a group life
insurance plan, (d) a disability plan. The current specific benefits are
described in the Employee Benefits Handbook. Additionally, you shall be
entitled to coverage or reimbursement for any family medical and dental costs
not covered by the Company's plans, subject to regulatory guidelines.
10. VACATION/SICK LEAVE.
You shall be entitled to four weeks annual paid vacation which may
be taken during your first year of employment and each succeeding year. You
shall be entitled to 30 continuous days sick leave for when you are ill, with
60 days on an annual basis. If unable to return to your duties at the end of
30 days with reasonable accommodation, you should be eligible to participate
in the long term disability described in Paragraph 9 and your office shall be
considered vacant and your employment terminated.
April 14, 1997
Page 4
11. TERMINATION.
Your employment with the Company during the Term may be terminated (a)
by the Company for cause (as defined below); (b) by the Company at any time
without cause; or (c) by you at any time.
"Cause" shall mean the following:
(i) fraud or embezzlement with respect to the Company by you; (ii)
material breach by you of this Agreement; (iii) failure to adhere to any
reasonable and lawful rule or directive of the Board; (iv) gross or willful
neglect of duties; (v) alcohol or drug dependency; (vi) death; (vii)
permanent disability preventing the performance of your duties with
reasonable accommodation for more than 30 continuous days or 60 days in any
12 month period; or (viii) your failure to qualify (or having so qualified
being thereafter disqualified) under any suitability or licensing requirement
to which you may be subject by reason of your position with the Company under
any gaming laws or regulations as determined by any applicable gaming
authority.
If the purported cause of termination is the reasons set forth in
(ii), (iii) or (iv) above the Company must give notice to you of the cause in
writing specifying the purported cause and allow you 60 days to cure the
purported cause.
If your employment with the Company is terminated by the Company
for "cause" or if you voluntarily terminate your employment prior to the end
of the Term you shall only be entitled to (i) your basic compensation and
other benefits to the date of termination; and (ii) the portion, if any, of
the Additional Compensation delivered to you prior to termination; however,
the portion then held in escrow shall be forfeited.
If your employment with the Company is terminated by the Company
other than for "cause" then you shall be entitled to receive (i) your basic
compensation ($400,000) in monthly installments for the 12 months following
termination; (ii) out-placement services for 6 months following termination;
(iii) relocation expenses up to $40,000; (iv) the portion, if any, of the
Additional Compensation delivered to you prior to termination; however, the
portion then held in escrow shall be forfeited; and (v) unless you go to work
for a competitor you shall have 90 days after the date of termination to
exercise your vested stock options.
12. MOVING EXPENSES.
The Company shall reimburse you for all reasonable costs related to
the move of your personal belongings and family from New Jersey to the
Alton/St. Xxxxx area. Relocation expenses shall include the commission on
the sale of your New Jersey home.
April 14, 1997
Page 5
13. RELOCATION EXPENSES.
The Company shall reimburse you for actual lodging expenses
incurred by you and your family while seeking a new home in the Alton/St.
Xxxxx area including, a temporary residence not to exceed $3,500 per month.
This benefit shall be limited to a period equal to the lesser of 12 months or
as long as you own your current home, provided your home is listed and at a
reasonable price. If any expenses reimbursed pursuant to Paragraphs 12 and 13
herein result in federal or state income taxation associated with the
reimbursement, the Company shall reimburse you for the taxes actually paid.
14. REPRESENTATION.
As part of the inducement for you to accept this offer, the Company
has represented to you that its public financial statements reflect fully and
accurately in all material respects the Company's financial operations and
development status (including without limitation, Lawrenceburg, Indiana) with
no material omissions.
15. NO ASSIGNMENT.
This Agreement may not be assigned.
16. CHANGE OF CONTROL.
Should more than 51% of the common stock of the Company be sold to,
purchased by or otherwise subject to the control of a third party not
currently owning more than 5% of the common stock or should substantially all
of the assets of the Company be sold, then you shall be entitled to the
following if you are terminated: (i) Additional Compensation held in escrow;
(ii) all your stock options shall vest and (iii) you shall be entitled to the
items set forth in Section 11 as if you were terminated by the Company other
than for "cause."
17. NON-COMPETE.
Should you voluntarily terminate your employment hereunder or be
terminated with cause, you shall not compete with the Company in any
jurisdictions where it currently maintains gaming facilities (including
managed properties) for a period of 12 months following such resignation or
termination and you agree not to solicit any of the Company's management
employees for such 12 month period. Should your employment hereunder be
terminated without cause you shall not compete with the Company in any
jurisdictions where it currently maintains gaming facilities (including
managed properties) for as long as the Company is paying you.
April 14, 1997
Page 6
18. CONFIDENTIALITY.
As a condition of this Agreement and your employment with the
Company, you must sign and honor our employee confidentiality and
non-disclosure agreement presently in effect by the Company.
19. ENTIRE AGREEMENT/AUTHORIZATION/BINDING/NO WAIVER/GOVERNING LAW.
This writing represents the entire Agreement between the parties
and may only be modified in writing signed by the parties. The signer of
this offer is fully authorized by the Company to make the offer contained
herein. This Agreement is binding on the employer and its successors and
assigns. No waiver of any provision shall constitute a general waiver for
future purposes. This Agreement may be signed in counterparts. This
Agreement shall be governed by the laws of the State of Illinois.
I believe the above sets out the terms of our agreement. I look
forward to working with you. Please acknowledge your acceptance of this
offer by signing below and returning a copy to me by 5:00 p.m. Chicago time
on April 15, 1997.
Very truly yours,
ARGOSY GAMING COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Chairman
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AGREED AND ACCEPTED
By: /s/ Xxxxx X. Xxxxx
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Dated: 4-14-97
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