The Primadonna Corporation
X.X. Xxx 00000
Xxx Xxxxx, Xxxxxx 00000-0000
Dated as of September 1, 1996
Xx. Xxxxxx X. Xxxxxxxxx
0000 Xxxxxxx Xxxx.
Xxxx, Xxxxxx 00000
Dear Xx. Xxxxxxxxx:
Subject to the terms and conditions of this letter, The Primadonna Corporation
(the "Corporation") agrees to engage you to provide certain consulting services
to the Corporation as an independent contractor ("Contractor").
1.Term. This agreement is effective as of September 1, 1996 and shall continue
until August 31, 1998. The Corporation shall have the right to extend this
agreement for one year on the similar terms and conditions.
2.Scope Of Services. During the term of this agreement, Contractor hereby
agrees to provide his exclusive consulting services to the Corporation, and its
affiliates with respect to: (i) the planning and development of present and
future casino gaming opportunities in Xxxxx County, Nevada and jurisdictions
outside the State of Nevada; (ii) strategic planning and development of the
Corporation's non-gaming businesses, properties and opportunities; (iii)
corporate, venturer, governmental, lobbyist, director, banking, investor and
underwriting relations; (iv) special projects; and (v) related matters.
Contractor understands and acknowledges that the Contractor may be required to
incur substantial travel and meeting time in connection with the provision of
such services. The Contractor agrees to undergo gaming license investigation,
or be found suitable if required by governmental entities which have
jurisdiction over casino gaming to be conducted by the Corporation, and any of
its affiliates. The Contractor shall make himself available up to seven
hundred (700) hours each contract year, and such services shall be provided as
and when the Corporation requests, provided the Corporation recognizes that the
Contractor has other obligations that may preclude him in some incidences to
provide such services at the times requested by the Corporation. The
Contractor will take reasonable steps to keep the Corporation's chief executive
officer and chief financial officer informed of progress related to the
services undertaken by the Contractor including time and expense records,
respond to the Corporation's inquiries, and make himself available for
corporate meetings and functions. Corporation hereby acknowledges that the
scope of services provided by the Contractor hereunder are not intended to
include legal services and legal advice rendered, from time to time, to the
Corporation, or affiliates by the Contractor individually, or as a member of
the law firm of McDonald, Carano, Wilson, McCune, Xxxxxx, Xxxxxxxxxx & Xxxxx
(the "Firm") or similar services rendered by other members of the Firm. Such
legal services shall be billed and paid separately in accordance with
established practice and procedure.
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3.Authorization and Decision-Making. The Corporation authorizes and directs
the Contractor to take all actions which Contractor deems advisable on the
Corporation's behalf within the scope of services at Paragraph 2, except
Contractor shall not obligate the Corporation to expend funds, enter contracts
or undertake other obligations without the prior consent or authorization of
the Corporation.
4.Base Fee. The Corporation agrees to pay the Contractor TWELVE THOUSAND FIVE
HUNDRED DOLLARS ($12,500.00) per month (the "Base Fee"), commencing
September 1, 1996, and any time in excess of hours set forth at Paragraph 1
shall be at the rate of $200.00 per hour, or $2,400 per diem, whichever is
less. As an additional incentive to the Contractor, the Corporation may award
additional sums and grant stock options and short term incentive plan
compensation to the Contractor based upon superior performance or results
achieved by the Contractor hereunder, as determined by the Corporation in its
sole and absolute discretion. Contractor waives any right he may have to a
finder's fee or similar compensation from the Corporation arising during the
term hereof. The Contractor hereby acknowledges that it shall be his sole
responsibility to report the income earned hereunder as self-employment income
for federal and state tax purposes, to pay all federal and state taxes, and to
obtain his own xxxxxxx'x compensation, medical, or similar coverage. The
Contractor hereby unconditionally releases, indemnifies, and saves and holds
the Corporation harmless from any and all liability, cost, expense related or
associated with such tax, xxxxxxx'x compensation and similar laws.
5.Costs and Other Charges. The Corporation agrees to reimburse Contractor for
all expenses reasonably and necessarily incurred directly on behalf of the
Corporation under this agreement, such as airfare (business class), meals, auto
rental(s), transportation, cellular phone charges, long distance calls, copying
charges, secretarial services, gratuities and lodging. The Corporation shall be
furnished with full and complete accounts in accordance with the Corporation's
policies and procedures. Any extraordinary expense or cost shall be approved
by the Corporation prior to the actual expenditure being made.
6.Discharge and Withdrawal. The Corporation shall have a right to terminate
this agreement upon a material breach of this agreement by the Contractor if
the Contractor has failed to to cure any material breach of this agreement
within a period of thirty (30) days from the Contractor's receipt of a written
notice from the Corporation which notice reasonably sets forth the
circumstances asserted as a material breach of this agreement. The
Contractor's failure to obtain a required gaming license, or finding of
suitability through no fault, action, or omission of the Corporation shall
constitute a material breach of this agreement. The Contractor may withdraw
from this agreement upon Corporation's failure to timely pay fees, costs and
other charges payable by the Corporation under this agreement. Upon
termination, all unpaid costs, fees and other charges will immediately become
due and payable by the Corporation. Upon termination, the Contractor will
deliver all of the Corporation's funds, documents, property and files to the
Corporation (other than Firm files), in the Contractor's possession, within
thirty (30) days of such termination.
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7.Confidentiality Covenants. In connection with the Contractor's engagement
under this agreement, the Contractor will develop for the Corporation's benefit
and/or the Corporation will furnish to Contractor, certain Information (as
hereinafter defined). When used herein, certain "Information" shall mean any
and all non-public information concerning or relating to legalized gaming
opportunities, merger(s) and acquisition(s) involving the Corporation (or its
affiliates), management changes, operating results and major equity and debt
financing (the "Business Matters"), including, but not limited to: letters of
intent, business plans, marketing plans and studies, potential business and
political contacts, due diligence, customer lists, appraisals, real property
descriptions, demographic studies, permits, licenses, approvals, knowledge,
concepts, ideas and all other information disclosed by the Corporation, its
employees, agents or other representatives (including advisors, accountants,
and attorneys), whether orally or in writing, to the Contractor or which
becomes known by the Contractor as a consequence of a relationship with the
Corporation (including the Contractor's own work product); provided, however,
that "Information" shall not include information which (i) becomes generally
available to the public other than as a result of a disclosure by the
Contractor, or (ii) was available to the Contractor on a non-confidential basis
prior to its disclosure to the Contractor by the Corporation. In consideration
of the Corporation furnishing such Information to the Contractor and entering
into this agreement, Contractor hereby covenants as follows:
(a)All Information heretofore or hereafter furnished to the Contractor by or on
behalf of the Corporation or prepared by the Contractor under this agreement
shall be deemed confidential and shall be kept in strict confidence;
(b)Unless reasonably necessary to the rendition of services hereunder and
subject to the consent of the Corporation, the Contractor shall not directly or
indirectly: (i) disclose or reveal any Information to any person, firm, or
entity; (ii) use the Information in any way detrimental to the Corporation or
for any purpose whatsoever other than to evaluate the Business Matters; and
(iii) except as may be required by law or judicial process, disclose to any
person or entity the terms, conditions, or other facts with respect to the
Business Matters (including the potentiality, existence and status thereof)
or that Information has been made available to the Contractor; and (c)Upon
written notice from the Corporation, Contractor will deliver promptly to the
Corporation all written or intangible material in the possession or under the
control of theContractorcontaining or reflecting any Information (whether
prepared by the Corporation or otherwise), without retaining any copies,
summaries, analyzes, or extracts thereof other than Information contained in
the possession and control of the Firm necessary to the legal representation of
the Corporation, and its affiliates.
8.Indemnity.Except for the Contractor's gross negligence and intentional
wrongdoing, the Corporation agrees to defend, save and hold Contractor harmless
from and against any and all claims, losses, causes of actions, or proceedings
(including attorney's fees and costs) arising from or related to this agreement
and the acts or omissions of the Contractor hereunder. Except for gross
negligence or intentional wrongdoing, the Contractor shall not be liable to the
Corporation for any action or inaction in connection with this agreement.
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9.Severability. The provisions of this agreement shall be severable in the
event that any of the provisions hereof are held by a court of competent
jurisdiction to be invalid, void, or otherwise unenforceable, and the remaining
provision shall remain enforceable to the fullest extent permitted by law. In
addition, if any provision hereof is held to be invalid, void, or otherwise
unenforceable, it shall be deemed to be modified to the extent necessary to
make such provision valid, binding, and enforceable.
10.Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO ITS CONFLICTS
OF LAW DOCTRINE, STATUTES, OR REGULATIONS.
11.Notices.All notices and other communications provided for herein shall be
mailed by registered or certified mail, return receipt requested, or telecopied
or delivered in hand to the applicable party at its address set forth above.
12.Waiver.This agreement may be waived, amended or modified only by an
instrument in writing signed by the party against which such waiver, amendment
or modification is sought to be enforced, and such written instrument shall set
forth specifically the provisions of this agreement that are to be so waived,
amended or modified.
13.Binding Effect. Every covenant, term, and provision of this agreement
shall be binding upon and inure to the benefit of the parties, affiliates (i.e.
parent or subsidiary corporation), their respective heirs, legatees, legal
representatives, successors, transferors, and assigns.
14.Integration.This letter contains the entire agreement and understanding of
the parties hereto with respect to the rendition of consulting services by the
Contractor to the Corporation, and all prior agreements, covenants, or
understandings of the parties hereto are hereby revoked and superceded in their
entirety.
15.Counterparts. This agreement may be executed in any number of
counterparts and each such counterpart shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument.
Please indicate your agreement with the foregoing by executing the accompanying
copy of this agreement and returning it to us, whereupon it shall constitute a
binding agreement between us as of the date first above written.
Very truly yours,
The Primadonna Corporation
By:__________________________________
Xxxx X. Xxxxx, President
Agreed and Accepted:
By: _______________________________________
Xxxxxx X. Xxxxxxxxx, Contractor
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