EXHIBIT 10.1


AMENDED AND
RESTATED EMPLOYMENT AGREEMENT


This
Amended and Restated Employment Agreement (“Agreement”) is entered into
effective as of the 13th day of April, 2007 (“Effective Date”) by and between
the River Rock Entertainment Authority (“Authority”), a governmental
instrumentality of the Dry Creek Rancheria Band of Pomo Indians (“Tribe”), on
behalf of its Tribal governmental gaming project, the River Rock Casino (“Casino”),
and Shawn Smyth (“Employee”), and supersedes and replaces in its entirety that
certain Employment Agreement dated as of April 13, 2006 between the Authority
and Employee (the “Original Agreement”).


The
parties hereto expressly intend that this Agreement describe Employee’s
relationship as an employee of the Authority and not as a contractor, including
but not limited to not being a contractor as that term is used in 25 USC § 2711
and 25 CFR § 502.15. The parties have reached the terms of this Agreement and
purposefully drafted the provisions of this Agreement consistent with, and in
furtherance of, this expressed intent. The parties acknowledge and agree that
one (1) full year of the term of the Original Agreement has been served on
substantially the same terms and conditions of this Agreement, and the terms of
the Original Agreement have been fully performed through the Effective Date.
All terms and conditions of the Original Agreement, other than the extended
term as set forth in Paragraph 3 below, and the change in the compensation
provisions set forth in Paragraph 5(a) below, are restated herein in their
entirety and, therefore, remain in full force and effect.


1.             Employment.         On and subject to the terms and conditions of
this Agreement, the Authority hereby employs Employee, and Employee hereby
accepts employment by the Authority, as its Chief Executive Officer (CEO) and
as General Manager of the Casino. 
Employee shall report to, be accountable to and work under the authority
of the Authority’s Board of Directors (the “Board”).


2.             Reporting
and Duties.        Employee shall report directly to the Board
with respect to all operations and expenditures of the Authority and Casino and
otherwise to the extent requested by the Board. Without limiting the foregoing,
Employee shall perform such executive duties as are commonly attendant upon the
office of a CEO and a casino general manager, and such further executive duties
as may be specified from time to time by the Board, such as but not limited to:


(a)                                 Managing, directing and supervising the
operations of the Casino, including all of its employees, and with the
assistance of executive and management employees, and including all of its
departments (such as but not limited to its gaming, regulatory compliance, food
and beverage, transportation, parking, public relations, accounting, marketing,
purchasing, and other departments);


(b)                                Enforcing the River Rock Casino mission
statement;


(c)                                 Providing leadership to all personnel of the
Casino;


(d)                                In collaboration with Human Resources
Department, overall responsibility for the selection, hiring, assignment,
re-assignment, disciplining and termination of all Casino and Authority
employees (“Employees”), the implementation of 


 













personnel,
wage and benefit policies approved by the Board for the Employees, and the
implementation and enforcement of the Tribe’s TERO ordinance;


(e)                                 Developing short and long term goals and
objectives for the Authority and Casino;


(f)                                   Preparing annual operating budgets and,
subject to the approval of the Board, implementing such budgets;


(g)                                Overseeing all marketing, promotional,
advertising and public relations campaigns for the Authority and Casino;


(h)                                Supervising and causing the preparation and
presentation to the Board of periodic economic, financial, business, marketing,
regulatory and other reports to the Board;


(i)                                    Assuring compliance by the Authority and the
Casino with all applicable laws, including but not limited to compliance with
federal securities law, Treasury Department tax reporting and withholding
(including payroll and gambling tax), federal anti-money laundering statutes
and regulations, Sarbanes - Oxley laws, Indian Gaming Regulatory statutes and
regulations, the Johnson Act, the Tribal-State compact with California, the
Tribal Gaming Ordinance, and all other applicable federal, state and tribal
laws;


(j)                                    Responsibility for the overall ambience,
maintenance and cleanliness of the Casino;


(k)                                 Optimizing Casino operational efficiency
through, among other things, increasing cost effectiveness and ensuring that
quality assurance programs are adopted and implemented;


(l)                                    Developing and implementing programs for
hiring, training and advancing Tribal members for supervisory and management
positions in accordance with the preference policies of the Tribe and the
Casino;


(m)                              Preparing, implementing and directing programs
that assure that the Casino meets all federal, Tribal, Tribal Gaming Authority
(“TGA”) and Compact requirements for internal controls, including establishment
and enforcement of policies designed to maintain the integrity of the Casino
and any other Tribal or Authority gaming operations to which Employee is
assigned, for the protection of the Tribe, the Authority, the Board, the
Casino, its customers and the public in accordance with law and standards in
the industry; and


(n)                                Attending all meetings and trainings as
required by the Board.


3.             Term.     The term of this Agreement (“Term”) shall
commence on the Effective Date and shall end three (3) years after the
Effective Date, unless terminated earlier by the parties as provided herein.


 



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4.             Full-Time Service.
Employee agrees that during
the Term of this Agreement unless earlier terminated, he will commit his full
time and energies to the duties imposed hereby and, further, agrees that during
the term of this Agreement he will not (whether as an officer, director,
member, employee, partner, proprietor, investor, security holder, lender,
associate, consultant, adviser or otherwise) directly or indirectly, engage in
the business of the Casino as a competitor or otherwise without the express
prior written consent of the Board in its sole discretion.


5.             Compensation.


(a)                                  From and after the Effective Date, Employee
will be paid a salary of Three Hundred Thousand Dollars ($300,000.00) per annum
(“Compensation”), subject to applicable withholding taxes and required
deductions.


(b)                                 Payments in discharge of the Compensation
shall be made in 1/26 payments thereof every other workweek on the day
established for payroll payments to other employees of the Casino.


(c)                                  Employee shall be eligible for an annual
bonus of not more than twenty-five percent (25%), as determined by the Board in
its sole discretion, based on the Compensation earned for the year in question,
payable within 45 days after the Anniversary Date.


(d)                                 Employee will be entitled, on the same basis
as other executive employees of the Casino, to participate in and receive
benefits under the Casino’s benefit plans for executives, if any, as such plans
may be modified from time to time, except that Employee will be entitled to seven (7) days of additional
Personal Time Off (PTO) in excess of the Casino’s normal PTO policy.


(e)                                  The Employee shall be reimbursed all
reasonable and necessary business expenses incurred on behalf of his employment
during the performance of his duties under this Agreement, subject to the
existing reimbursement policy established by the Casino. Such reimbursements
shall be supported by adequate record-keeping and other requirements as may be
necessary or appropriate to comply with the Internal Revenue Code.


(f)                                    Employee will have the right to be reimbursed
for any legal fees incurred as the result of defending himself in any third
party lawsuit arising out of Employee’s authorized services under this
Agreement; provided that all such defenses shall be managed and controlled by
the Authority and with counsel reasonably approved by Authority.  Employee is and will continue to be covered
under the Authority’s errors and omissions insurance as such insurance covers
all members of the Board.


6.             Licensing Issues.  Employee warrants and represents that he is
eligible and suitable for a background clearance and license as being suitable
for holding a key employee or manager’s position in a gaming establishment
under Tribal, State and federal law. Employee agrees to timely apply for any
license(s) and background investigations as may be 



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required under applicable law and as may be
necessary to enable him to engage in his employment hereunder. The Authority or
the Casino shall pay all costs associated with such licensing and
backgrounding.  Employee will maintain
all gaming licenses and suitability determinations in good standing as a
continuing condition of his employment under this Agreement, and shall notify
the Tribal Gaming Commission (“TGA”) of any information that is material to, or
a change from, any information sought or contained in his Tribal gaming license
application or his suitability in general for a gaming license, and shall do so
as soon as possible after such information is known to Employee.


7.             Termination.


(a)                                  Employee may be terminated prior to the end
of the Term by the Authority under the following circumstances:


(i)            Upon termination, revocation or
disapproval of any license or suitability determination required by law to be
obtained by Employee in order to perform lawfully as an employee of any Tribal
gaming activity, or if any event renders it unlawful for the Tribe or the
Authority to continue to operate the Casino; or


(ii)           Employee shall commit an act
constituting “Cause,” Cause being defined as (a) an act of intentional
dishonesty against the Tribe, the Authority or the Casino; (b) conviction of
any criminal charge involving moral turpitude; (c) the deliberate or
intentional refusal by Employee (except by reason of disability) to perform his
duties hereunder; (d) gross negligence in the performance of his duties
hereunder; or, (e) failure to perform his duties in a manner consistent with
his professional obligations after prior sufficient verbal and written
warnings;


(iii)          Employee shall die;


(iv)          The Authority shall for any reason
cease to operate the Casino;


(v)           Employee shall become unable to
perform the duties and responsibilities set forth in this Agreement by reason
of long-term physical or mental disability, defined as a period of disability
that exceeds three (3) months; or


(vi)          Either party shall give the other
party hereto ninety (90) days’ written notice of Employee’s resignation or
termination.


(b)                                 If Employee’s employment should be terminated
under paragraphs 7 (a)(i), (a)(ii) or (a)(vi) above (provided that this subparagraph
(b) shall only apply to paragraph 7 (a)(vi) to the extent that Employee has
resigned), then Authority shall within ten (10) days of such termination pay
Employee the accrued Compensation to the date Employee is terminated, whereupon
Authority shall have no further liability or obligation to Employee under this
Agreement.


(c)                                  If Employee is terminated under paragraphs 7
(a)(iii), (a)(iv), (a)(v) or (a)(vi) (provided that this subparagraph (c) shall
only apply to paragraph 7 (a)(vi) to the extent that Authority has terminated
Employee), the Authority shall pay to the 



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Employee
on a pro-rata basis the Compensation for a period of three (3) months from the
date of termination and he shall be eligible for all employee benefits during
that three-month period, pro-rated to that period. Employee shall be paid all
amounts due him at the time of termination when they would otherwise be paid,
including the pro rata share of the bonus for the year in which the termination
occurred.


(d)                                 Upon the payment of all or any part of the
compensation provided for in this paragraph 7, or its mitigation under this
paragraph, the Authority will have no further liability or obligation to
Employee under this Agreement or arising from the employment relationship
except that obligation provided for in this paragraph 7.


(e)                                  Employee will be liable in damages for all
losses incurred by Authority if he is terminated for cause or if Employee
terminates his employment for any reason not authorized herein, with the
exception of termination by written notice agreed to by both parties. Any such
termination of or by Employee will constitute a waiver by Employee of all
claims against the Authority and the Casino except for the accrued Compensation
to the date of his termination
as provided for in this Section 7, and subject to any amounts due from
Employee.


8.             Confidentiality of Proprietary Information.  Any information acquired by Employee while employed under this
Agreement in any way connected with the Tribe, its officers and members, the Authority,
its officers, the TGA, or the Casino or any other Tribal or Authority gaming
operation, related to employee lists, patron lists, marketing plans, operating
procedures, surveillance and security equipment, policies, procedures or
personnel, Tribal deliberations, plans or decisions (by any Tribal body) and
other information proprietary to the Tribe, the Authority, the TGA, or the
Casino, and such information is hereby acknowledged by Employee to be
confidential information belonging to one or more of such entities, and
Employee shall not disclose such information without the express written
authorization of the Board except in the ordinary course of the business of the
Casino.   Employee shall, upon
termination of this Agreement for any reason whatsoever, turn over to the Board
any and all copies he may have of employee lists, patron lists, marketing
programs, operating procedures and other information proprietary to the Tribe,
the Authority, the TGA or the Casino. 
Employee acknowledges that employee lists, patron lists, marketing
programs, operating procedures and other information proprietary to the Tribe,
the Authority or the Casino are confidential and proprietary information of one
or more of such entities and the Tribe, the Authority, the TGA, or the Casino,
or any of them, may exercise any and all remedies available at law or in equity
to enforce this Agreement with respect to non-disclosure of any such
proprietary information. Particularly, the parties agree that, because of the
nature of the subject matter of this paragraph 8, in event of a threat or
danger of disclosure of such information, it could be extremely difficult to
determine the actual damages suffered or to be suffered by breach of this
Section 8 or to fully repair the harm done by such action. Accordingly,
Authority shall be entitled to injunctive relief (both temporary and
permanent), it being acknowledged and agreed that any such actual or threatened
breach will cause irreparable injury and that money damages alone will not
provide an adequate remedy. Notwithstanding the 



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foregoing, Tribe, Authority and Casino or any of them as may be
appropriate shall be entitled to money damages for any loss suffered or to be
suffered as a consequence of Employee’s breach of this Agreement. The parties
acknowledge that this provision shall survive the termination of this
Agreement.  Notwithstanding anything
herein to the contrary, Employee acknowledges and agrees that information
regarding the internal operations, actions, plans, statements (other than
public statements), public information, or activities of the Tribe, the
Authority, the TGA, the Casino, the Board, the Tribal Board of Directors, or
the Tribal Council, or any of their officers, employees, members or
representatives, are included within the meaning of confidential or proprietary
information herein and shall be protected as such.


9.             Assignment. This
Agreement may be assigned by the Authority, on behalf of itself or the Casino,
to any entity formed by the Tribe or the Authority for the express purpose of
operating a casino and any related economic development activities. This
Agreement contemplates the personal services of Employee and neither this
Agreement nor any of the rights herein granted to Employee or the duties
assumed by him hereunder may be assigned by him.


10.          Miscellaneous.


(a)                                  Employee warrants and represents that there
are no restrictions to which he is subject or agreements to which he is a party
that would be violated by his execution of this Agreement and his employment hereunder.


(b)                                 Employee warrants and represents that he is
familiar with the licensing and suitability standards generally in the gaming
industry in the United States and specifically with respect to the Tribe, the
Authority, the TGA, the Casino and the State of California, and is unaware of
any information that is likely to cause doubt about his suitability for a
gaming license or cause him to be rejected as a candidate for a gaming license
or a positive suitability determination.


(c)                                  This Agreement and all questions relating to
its validity, interpretation, performance and enforcement shall be governed by
and construed in accordance with the laws of the Dry Creek Rancheria and the
State of California.


(d)                                 No amendment to this Agreement or any
attempted waiver of a provision of this Agreement shall be effective unless in
writing and signed by the parties to this Agreement.


(e)                                  Any controversy that arises out of this
Agreement shall be determined in accordance with the laws of the Tribe and the
State of California. In no event shall any liability of the Tribe, the
Authority, TGA or the Casino or any of them, exceed an amount equal in total to
three (3) months of the Compensation for a one year period.


The
Parties have executed this Agreement on July 30, 2007, effective as of the
Effective Date hereof.


 



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RIVER
ROCK ENTERTAINMENT AUTHORITY, a governmental instrumentality of the
DRY CREEK RANCHERIA BAND OF POMO
INDIANS, a federally recognized Indian tribe, on behalf of its governmental economic development project, the RIVER ROCK
CASINO.


	
  By:

  	
  /s/ Betty Arterberry

  	
   

  
	
   

  	
  Chairperson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Margie Rojes

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gus Pina

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gabe Nevarez

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harvey Hopkins

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Shawn Smyth