Exhibit
10.1


 


SEPARATION AGREEMENT AND GENERAL RELEASE


 


THIS
SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made and entered into as of the 16th day of June,
2008, by and between STATION CASINOS, INC.,
a Nevada corporation (the “Company”), and LORENZO J. FERTITTA (the “Executive”).


 


WHEREAS,
the Company and the Executive are parties to an Employment Agreement dated as
of November 7, 2007 (collectively, the “Employment
Agreement”); and


 


WHEREAS,
the Executive desires to resign his employment with the Company; and


 


WHEREAS,
the Company and the Executive have agreed that the Executive will resign his
employment with the Company effective June 30, 2008 (the “Termination Date”).


 


NOW,
THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
Company and the Executive (each individually a “Party”
and together the “Parties”) agree
as follows:


 


1.                                       Termination Of Employment.


 


(a)                                  The resignation by the Executive shall
constitute a “Termination by the Executive” pursuant to Section 6.3 of the
Employment Agreement.  The Company hereby
waives the one hundred eighty (180) day notice period for any such termination
by the Executive pursuant to Section 6.3 of the Employment Agreement.


 


(b)                                 Except as otherwise provided in the
following sentence, the Executive shall end his employment and resign all
offices and board memberships with the Company and its subsidiaries and
affiliates effective as of the Termination Date.  Notwithstanding the foregoing, the Executive
shall (i) remain a member of the Board of the Directors of the Company, (ii) remain
as an officer and member of the Board of Managers of Fertitta Colony Partners
LLC, (iii) remain as an officer and member of the Board of Managers of
Fertitta Partners LLC, and (iv) remain as an officer and member of the
Board of Managers of FCP Voteco, LLC.


 


2.                                       Survival of Certain
Employment Agreement Provisions.  The Parties
acknowledge and agree that the provisions of Section 8.2 (“No Mitigation; No
Offset”), Section 9 (“Special Reimbursement”), Section 10 (“Indemnification”)
and Section 11 (“Confidential Information”) of the Employment Agreement
(collectively, the “Surviving Sections”)
shall survive the termination of the Employment Agreement and the termination
of the Executive’s employment with the Company, and shall remain in full force
and effect.


 


3.                                       Payments and Benefits. 
Subject to the Executive’s execution of this Agreement and the General
Release (as defined in Section 4 hereof), the Company shall pay or
provide to the Executive (subject to applicable employment and income tax
withholdings and deductions) the following payments and benefits:


 

















 


(a)                                  continued payments of Base Salary (as
defined in the Employment Agreement) through the Termination Date;


 


(b)                                 for so long as the Executive serves as a
member of the Board of Directors of the Company, continuation of the group
medical and dental insurance coverages for the Executive and his eligible
dependents that are substantially comparable to the coverages provided
immediately prior to the Termination Date; provided, however,
that if the Executive enrolls in any medical or dental insurance coverage
provided by a future employer, the Company shall have no further obligations
respect to the continued Company coverages (other than its obligations, if any,
under COBRA);


 


(c)                                  reimbursement for expenses incurred but
not paid prior to the Termination Date; and


 


(d)                                 such rights to other benefits as may be
provided in the applicable plans and programs of the Company, including,
without limitation, the Deferred Compensation Program, according to the terms
and conditions of such plans and programs.


 


4.                                       Release of Claims. 
The Executive shall have no rights under the Employment Agreement after
the Termination Date, except as otherwise provided in Section 2 hereof.  In addition, concurrently with the execution
of this Agreement and as a condition of the Executive’s receipt of the payments
and benefits provided for in Section 3 hereof, the Executive shall execute
the general release and covenant not to sue (the “General
Release”), in favor of the Released Parties (as such term is defined
in the General Release) attached hereto as Exhibit “A.”  Notwithstanding the foregoing, the Executive
expressly reserves, and does not waive, (a) his direct and indirect rights
under that Second Amended and Restated Operating Agreement of Fertitta Colony
Partners LLC, dated as of November 7, 2007, as the same may be amended
from time to time, (b) his direct and indirect rights under that Amended
and Restated Operating Agreement of Fertitta Partners LLC, dated as of November 7,
2007, as the same may be amended from time to time, (c) his direct and
indirect rights under that Amended and Restated Operating Agreement of FCP
Voteco, LLC, dated as of November 7, 2007, as the same may be amended from
time to time, and (d) his direct and indirect rights under that
Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners
LLC and Fertitta Partners LLC, dated as of November 7, 2007, as the same
may be amended from time to time.


 


5.                                       Cooperation. 
The Parties agree to cooperate fully with each other in order to achieve
the purposes of this Agreement and to take all actions not specifically
described herein that may be required to carry out the purposes and intent of
this Agreement.


 


6.                                       Notices. 
All notices, demands and requests required or permitted to be given to
either Party under this Agreement shall be in writing and shall be deemed to
have been given when delivered personally or sent by certified or registered
mail, postage prepaid, return receipt requested, duly addressed to the Party
concerned at the address indicated below or to such changed address as such
Party may subsequently give notice of:


 


2

















 


	
   

  	
  If to the
  Company:

  	
  Station
  Casinos, Inc.

  
	
   

  	
   

  	
  1505 S. Pavilion
  Center Drive

  
	
   

  	
   

  	
  Las Vegas,
  Nevada 89135

  
	
   

  	
   

  	
  Attention:
  Richard J. Haskins, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the
  Executive:

  	
  Lorenzo J.
  Fertitta

  
	
   

  	
   

  	
  1505 S. Pavilion
  Center Drive

  
	
   

  	
   

  	
  Las Vegas,
  Nevada 89135

  



 


7.                                       Entire Agreement. 
This Agreement, including the exhibits hereto, contains the entire
agreement between the Parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, express or implied, between the Parties
with respect hereto.  No representations,
inducements, promises or agreements not embodied herein shall be of any force
or effect.  Without limiting the
generality of the foregoing, the Executive acknowledges and agrees that neither
the Company nor any of its employees or agents have made any representations to
the Executive concerning the terms or effects of this Agreement other than
those representations expressly set forth herein.


 


8.                                       Assignability. 
Neither Party shall have the right to assign any rights or obligations
under this Agreement without the prior written approval of the other Party
other than an assignment to a successor of the Company, provided that
such successor assumes the liabilities, obligations and duties of the Company
under this Agreement, either contractually or  as a matter of law.  The Parties acknowledge and agree that the
provisions of this Section 8 were negotiated at arms’ length and
that the Executive received separate and adequate consideration in return for
providing the Company the right to assign this Agreement.


 


9.                                       Amendment or Waiver. 
No provision in this Agreement may be amended or waived unless such
amendment or waiver is agreed to in writing, signed by both Parties.  No waiver by one Party of any breach by the
other Party of any condition or provision of this Agreement to be performed by
such other Party shall be deemed a waiver of a similar or dissimilar condition
or provision at the same or any prior or subsequent time.


 


10.                                 Severability. 
In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, in whole or in part,
the remaining provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect to the fullest extent permitted by law.


 


11.                                 Construction. 
The Parties agree that this Agreement is the product of negotiations
between sophisticated parties, both of whom had to opportunity to be
represented by counsel, and each of whom had an opportunity to participate in
and did participate in, the drafting of each provision hereof.  Accordingly, this Agreement shall be
construed as if both Parties prepared this Agreement, and any rules of construction
to the contrary are hereby waived.


 


3

















 


12.                                 Governing Law. 
This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Nevada without reference to the
principles of conflict of laws thereof. 
In the event of any dispute or controversy arising out of or relating to
this Agreement, the Parties mutually and irrevocably consent to, and waive any
objection to, the exclusive jurisdiction of any court of competent jurisdiction
in Clark County, Nevada, to resolve such dispute or controversy.


 


13.                                 Headings. 
The headings of the sections and subsections contained in this Agreement
are for convenience only and shall not be deemed to control or affect the meaning
or construction of any provision of this Agreement.


 


14.                                 Counterparts. 
This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.


 


15.                                 Acknowledgement.


 


(a)                                  The Executive acknowledges that he
received a copy of this Agreement prior to its execution and has had a
reasonable amount of time to review and consider this Agreement prior to its
execution.


 


(b)                                 The Executive further acknowledges that
he has had the opportunity to consult with an attorney prior to executing this
Agreement.


 


(c)                                  The Executive enters into this Agreement
having freely and knowingly elected, after due consideration, to execute this
Agreement and to fulfill the promises set forth herein.


 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first written above.


 


	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
  STATION
  CASINOS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard J.
  Haskins

  
	
   

  	
  Name:

  	
  Richard J.
  Haskins

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “EXECUTIVE”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
        /s/
  Lorenzo J. Fertitta

  
	
   

  	
  LORENZO
  J. FERTITTA

  



 

















 


EXHIBIT A


 


GENERAL RELEASE AND COVENANT NOT TO SUE


 


This
GENERAL RELEASE AND COVENANT NOT TO SUE
(this “General Release”) is executed and
delivered by LORENZO J. FERTITTA (the “Executive”) to STATION CASINOS, INC.,
a Nevada corporation (the “Company”).


 


In
consideration of the agreement by the Company to provide the separation
payments and benefits described in the Separation Agreement and General Release
(the “Separation Agreement”) to which this
General Release is attached, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Executive hereby
agrees as follows:


 


1.                                       RELEASE AND COVENANT.  The Executive, of his own free will, voluntarily
releases and forever discharges the Company, Colony Capital, LLC, Fertitta
Colony Partners LLC and Fertitta Partners LLC and each of their parent
companies, subsidiaries and affiliates, and each of their respective past and
present agents, employees, managers, representatives, officers, directors,
attorneys, accountants, trustees, shareholders, partners, investors, insurers,
heirs, predecessors-in-interest, advisors, successors and assigns
(collectively, the “Released Parties”) from, and covenants not to sue or
proceed against any of the foregoing on the basis of, any and all past or
present causes of action, suits, agreements or other rights or claims which the
Executive, his dependents, relatives, heirs, executors, administrators,
successors and assigns has or have against any of the Released Parties upon or
by reason of any matter arising out of his employment by the Company and the
cessation of said employment, as of the date of execution of this General
Release, and including, but not limited to, any alleged violation of the Civil
Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination
in Employment Act of 1967 (including the Older Workers Benefit Protection Act
of 1990), the Rehabilitation Act of 1973, the Family and Medical Leave Act of
1993, the Americans with Disabilities Act of 1990, the Employment Retirement
Income Security Act of 1974, the Nevada Fair Employment Practices Act, the
labor laws of the United States, and Nevada and any other federal, state or
local law, regulation or ordinance, or public policy, contract or tort law,
having any bearing whatsoever on the terms and conditions or cessation of his
employment with the Company.  Notwithstanding
the foregoing, the Executive expressly reserves, and does not waive, (a) his
direct and indirect rights under that Second Amended and Restated Operating
Agreement of Fertitta Colony Partners LLC, dated as of November 7, 2007, as
the same may be amended from time to time, (b) his direct and indirect
rights under that Amended and Restated Operating Agreement of Fertitta Partners
LLC, dated as of November 7, 2007, as the same may be amended from time to
time, (c) his direct and indirect rights under that Amended and Restated
Operating Agreement of FCP Voteco, LLC dated as of November 7, 2007, as
the same may be amended from time to time, (d) his direct and indirect
rights under that Equityholders Agreement of Station Casinos, Inc.,
Fertitta Colony Partners LLC and Fertitta Partners LLC, dated as of November 7,
2007, as the same may be amended from time to time, and (e) his rights
under the Surviving Sections (as defined in the Separation Agreement).


 

















 


2.                                       DUE CARE.  The Executive acknowledges that he has
received a copy of this General Release prior to its execution and has been advised
hereby of his opportunity to review and consider this General Release for up to
seven (7) days prior to its execution. 
The Executive further acknowledges that he has been advised hereby to
consult, and has consulted, with an attorney prior to executing this General
Release.  The Executive enters into this
General Release having freely and knowingly elected, after due consideration,
to execute this General Release and to fulfill the promises set forth herein.


 


3.                                       RELIANCE BY THE EXECUTIVE.  The Executive acknowledges that, in his
decision to enter into this General Release, he has not relied on any
representations, promises or arrangement of any kind, including oral statements
by representatives of the Company, except as set forth in this General Release.


 


4.                                       MISCELLANEOUS.  This General Release shall be governed by and
construed and interpreted in accordance with the laws of the State of Nevada
without reference to the principles of conflict of laws thereof.  If any provision of this General Release is
held invalid or unenforceable for any reason, the remaining provisions shall be
construed as if the invalid or unenforceable provision had not been included.


 


This GENERAL RELEASE AND COVENANT NOT TO SUE is executed by the
Executive and delivered to the Company on this 16th day of June, 2008.


 


 


 


 


 


 


	
  STATE OF NEVADA

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF CLARK

  	
  )

  



 


On this 16th day of June, 2008, before me, a Notary Public of the State
of Nevada, personally appeared Lorenzo J. Fertitta, to me known and known to me
to be the person described and who executed the foregoing General Release and
did then and there acknowledge to me that he voluntarily executed the same.


 


 


	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC