Exhibit 10.2
SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT
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THIS SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (the "Seventh Amendment") is
made and entered into to be effective as of the 1st day of January, 2000,
between HOLLYWOOD CASINO CORPORATION, a Delaware corporation (the "Employer"),
and XXXXXX X. XXXXX, XX. (the "Employee") with reference to the foregoing.
RECITALS
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X. Xxxxx Hotel Corporation (nka Greate Bay Casino Corporation), a
Delaware corporation ("PHC") which was a direct approximately 80% owned
subsidiary of Employer prior to December 31, 1996, and Employee entered into
that certain Employment Agreement dated as of September 21, 1989;
B. PHC and Employee subsequently entered into that certain First
Amendment to Employment Agreement dated as of January 1, 1991;
C. PHC and Employee subsequently entered into that certain Second
Amendment to Employment Agreement dated as of September 30, 1992;
D. PHC and Employee subsequently entered into that certain Third
Amendment to Employment Agreement dated as of February 23, 1995;
E. PHC assigned to Employer the right, title and interest of PHC in, to
and under, and Employer assumed the obligations of PHC under, the Employment
Agreement, as amended by the First Amendment to Employment Agreement, the Second
Amendment to Employment Agreement and the Third Amendment to Employment
Agreement, pursuant to that certain Assignment of Xxxxx Brother Employment
Contracts and Assumption Agreement dated as of October 16, 1995;
F. Employer and Employee subsequently entered into that certain Fourth
Amendment to Employment Agreement dated as of January 1, 1996;
G. Employer and Employee subsequently entered into that certain Fifth
Amendment to Employment Agreement dated as of January 1, 1997;.
H. Employer and Employee subsequently entered into that certain Sixth
Amendment to Employment Agreement dated as of January 1, 1998;
I. The Employment Agreement, as amended by the First Amendment to
Employment Agreement, the Second Amendment to Employment Agreement, the Third
Amendment to Employment Agreement, the Fourth Amendment to Employment Agreement,
the Fifth Amendment to Employment Agreement and the Sixth Amendment to
Employment Agreement, are hereinafter collectively called the "Existing
Employment Agreement"; and
J. Employer and Employee now desire to further amend the Existing
Employment Agreement as provided below.
AGREEMENTS
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Paragraph 2 of the Existing Employment Agreement is hereby amended in its
entirety to read as follows:
"2. Term of Employment. The term of employment of the Executive under
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this Agreement shall expire on December 31, 2002; subject, however, to the
provisions of Section 5 of this Agreement."
2. Paragraph 1(a) of the Existing Employment Agreement is hereby amended in
its entirety to read as follows:
"1. Employment.
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(a) The Corporation shall employ the Executive and the Executive
shall serve as Vice Chairman during the term of employment set forth in
Section 2 of this Agreement. The Executive shall report to the Board of
Directors of the Corporation and diligently perform any and all duties
delegated to him by the Board. The Executive agrees, subject to his
election as such, to serve as a Director of the Corporation, and on any
committee thereof to which he is appointed during his term of employment.
The Executive shall continue to keep actively abreast of developments at
the Corporation by, among other things, participating in weekly management
meetings in person or by telephone and/or speaking periodically (including
telephonically) with members of the senior management team of the
Corporation. In order for the Executive to continue to keep abreast of such
developments of the Corporation, all relevant correspondence and documents
(both internal and external) will be provided to the Executive on a timely
basis. In addition, notice of the time and place of any and all management
meetings will be given to the Executive. In the event that circumstances
do not permit the Executive to participate in a management meeting in
person or by telephone, then, in such event, the Executive will notify the
Corporation of such inability to participate and will be provided a copy of
the minutes of such meeting."
3. Paragraph 5 of the Existing Employment Agreement is hereby amended in its
entirety to read as follows:
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"5. Termination of Employment and Post-Employment Service as a Consultant.
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(a) Immediately upon the expiration of the Term of Employment
described in Section 2 hereof, or, if later, upon the expiration of any
extension of such Term of Employment, the Corporation shall engage the
Executive, and the Executive hereby agrees to serve, as a consultant for a
period of four (4) years, at an annual compensation to be determined by
negotiation between the parties; provided, however, that the annual rate of
such compensation shall be not less than seventy-five percent (75%) of the
Executive's Highest Annual Salary set forth in Section 3 of this Agreement,
and shall be payable in equal installments not less frequently than
quarterly.
(b) If, for any reason other than the Executive's death or the
Executive's disability or the occurrence of the event described in
paragraph (d) of this Section, the Executive's employment shall terminate
or be terminated before the Term of Employment described in Section 2
hereof has expired, the Executive shall be entitled to receive, and the
Corporation shall pay to the Executive:
(1) his Highest Annual Salary as described in Section 3 of this
Agreement, for each year or fraction thereof of the remainder of the
initial Term of Employment, or any extension thereof then in force (as
described in Section 2 of this Agreement); and
(2) his full compensation for the consulting period described in
paragraph (a) of this Section, paid as a single-sum settlement by
computing the then present value of the projected income stream for
the consulting period at nine percent (9%) per annum, applying no
mortality or morbidity factors.
(c) Upon any failure by the Executive to comply with Paragraph 1(a)
of this Agreement, the Chairman of the Board of the Corporation will
recommend to the Board of Directors of the Corporation that the Executive's
employment shall terminate and, in lieu thereof, the Executive shall serve
the Corporation as a consultant upon the terms and provisions set forth in
the succeeding sentence. If a majority of the Board of Directors of the
Corporation approves such recommendation, the Executive's employment shall
terminate and, in lieu thereof, the Corporation shall engage the Executive,
and the Executive hereby agrees to serve, as a consultant to the
Corporation for a period of four (4) years commencing on the date of such
termination and engagement, at an annual compensation to be determined by
negotiation between the parties; provided, however, that the annual rate of
such compensation shall be not less than seventy-five percent (75%) of the
Executive's Highest Annual Salary set forth in Section 3 of this Agreement
(which compensation shall be payable in equal installments not less
frequently than quarterly).
(d) If, for any reason other than the Executive's death or the
Executive's disability, the Executive's engagement as a consultant is
terminated after it has commenced but before the entirety of the
contractual period thereof has been completed, the Corporation shall pay
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to the Executive a single-sum amount equal to his full compensation for the
remainder of the consulting period described in paragraph (a) or (c) of
this Section, reduced, however, to the present value of the income stream
represented thereby, calculated by applying to such future income stream an
assumed interest rate of nine percent (9%), with no mortality or morbidity
factors applied.
The Executive shall have the option at any time to treat his
employment as having been constructively terminated if (1) he is relieved
of any material duties or authority other than at his own written request,
(2) the physical conditions of his place of employment are materially
changed to diminish his apparent authority, or (3) he is denied staff
support that is adequate, in his judgment, to permit the efficient and
thorough discharge of his responsibilities."
4. The last sentence of Paragraph 6 of the Existing Employment Agreement is
hereby amended in its entirety to read as follows:
"The pension benefit described herein shall commence as of the first day of
the calendar month next following the expiration of all of the following:
(i) the Term of Employment described in Section 2 of this Agreement, (ii)
any extension of the said Term of Employment, and (iii) the 4-year
contingency period described in paragraph (a) or (c), as applicable, of
Section 5 of this Agreement."
5. This Seventh Amendment may be executed in multiple counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
6. If any provision of this Seventh Amendment or the application hereof to any
person or circumstances shall to any extent be held void, unenforceable or
invalid, then the remainder of this Seventh Amendment or the application of such
provision to persons or circumstances other than those as to which it is held
void, unenforceable or invalid shall not be affected thereby, and each provision
of this Seventh Amendment shall be valid and enforced to the fullest extent
permitted by law.
7. THIS SEVENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
ANY OF SUCH STATE'S DOCTRINES REGARD CONFLICTS OF LAWS.
8. Except as amended hereby, the Existing Employment Agreement shall continue
in full force and effect without any further action by the parties thereto. On
or after the effective date of this Seventh Amendment, references to the
"Employment Agreement" in the Existing Employment Agreement, as amended hereby,
shall be deemed to mean, for purposes of determining the rights, remedies,
obligations and liabilities of the parties thereto and all other purposes, the
Existing Employment Agreement, as amended by this Seventh Amendment.
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IN WITNESS WHEREOF, the parties to this Seventh Amendment have executed
such Seventh Amendment effective as of the date first set forth above.
/s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
HOLLYWOOD CASINO CORPORATION
By: /s/ Xxxxxxx X. xxXxxxx III
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Name: Xxxxxxx X. XxXxxxx III
Title: Vice President of Finance
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