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Document Preview Executive Employment Agreement |
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Title: |
Executive Employment Agreement |
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Date: |
2007 |
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Preview shows 12KB of 48KB total |
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Price: |
$50 |
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ID: |
#2869236 |
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EXECUTIVE EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of this 14th day of May 2007 (the Effective Date), by BLACK GAMING, LLC, a Nevada limited liability company, (the Company), and JASON GOUDIE (the Executive).
RECITALS
WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and
WHEREAS, the Executive desires to accept employment with the Company on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the Company and the Executive (each a Party and collectively the Parties) agree that the foregoing recitals are true and as follows:
AGREEMENT
1. DEFINITIONS: In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:
1.1 Affiliate shall mean any Person who controls, is controlled by, or is under common control with the Company.
1.2 Annual Bonus shall mean the bonus payable to Executive on an annual basis.
1.3 Annual Review shall have the meaning as provided in Section 3.1.
1.4 Base Salary shall have the meaning as provided in Section 3.1.
1.5 Buyout Payment shall have the meaning as provided in Section 7.
1.6 Cause shall mean that the Executive:
(a) has been charged with or convicted of any felony, or charged with or convicted of any misdemeanor involving fraud, theft,
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embezzlement, dishonesty or moral turpitude during the Term;
(b) has been found unsuitable to hold a gaming license by a Gaming Authority;
(c) has failed to abide by the Companys policies and procedures that are reasonably and consistently enforced;
(d) has engaged in misconduct, failed to follow a reasonable directive, including any reasonable directive given by the Company, or engaged in material inattention to the Companys business;
(e) has failed to perform the duties required of the Executive up to the standards established by the Company;
(f) has materially breached this Agreement;
(g) has engaged in acts or omissions that constitute gross negligence or willful misconduct resulting, in either case, in material economic harm to the Company; or
(h) has engaged in excessive absenteeism.
1.7 Change in Control shall be deemed to have occurred if (a) there is a sale or exchange of outstanding stock of any class, as applicable, or membership interest in the Company to a third party, the result of which leaves the Existing Majority Equity Holder with less than 50% of the beneficial ownership in the surviving entity(ies); (b) there is a sale of all or substantially all of the assets of the Company; or (c) Robert R. Black, Sr. is no longer the Chief Executive Officer or equivalent of the Company as a going gaming concern. For purposes of this Section 1.7, beneficial ownership shall have the same meaning as defined in Rules 13d-13d-5 under the Securities Exchange Act of 1934, as amended, except that a Person shall be deemed to have beneficial ownership of all shares or membership interest that any such Person has the right to acquire, whether such right is immediately exercisable or only after the passage of time.
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1.8 Company Property shall mean all items and materials that are created, compiled, existing, or received by the Company during the course of the Executives employment with the Company, all items and materials provided by the Company to the Executive, or to which the Executive has access, in the course of his employment, including, without limitation, all files, records, documents, drawings, specifications, memoranda, notes, reports, manuals, equipment, computer disks, videotapes, drawings, blueprints, other similar items relating to or emanating from the Company, its Affiliates or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.
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