Exhibit 10.1


 


AGREEMENT


 


This Agreement is made and entered into this 1st day of September, 2010,
superseding the agreement entered into on the 1st day of May, 2007 by and
between Dover Downs, Inc., a Corporation of the State of Delaware
(hereinafter called Dover Downs), and Delaware Standardbred Owners Association, Inc.,
a Delaware Corporation (hereinafter called DSOA) and is executed in duplicate
original copies.


 


WITNESSETH:


 


WHEREAS, Dover Downs is licensed to conduct and
is engaged in the business of conducting harness racing meetings at a harness
racing track known as Dover Downs, located in Dover, Delaware; and


 


WHEREAS, DSOA’s membership consists of owners,
trainers, and drivers of harness horses participating in harness race meetings
at Dover Downs and elsewhere in the United States and Canada, and DSOA has been
organized and exists for the purpose of promoting the sport of harness racing;
improving the lot of owners, drivers, and trainers of harness racing horses
participating in race meetings; establishing health, welfare and insurance
programs for owners, drivers, and trainers of harness racing horses;
negotiating with harness racing tracks on behalf of owners, trainers, drivers,
and grooms of harness racing horses; and generally rendering assistance to them
whenever and wherever possible; and


 


WHEREAS, the parties hereto desire to cooperate
in promoting the popularity of the sport of harness racing, and in insuring the
continuity of harness racing at Dover Downs for the best interests of the parties
hereto and the public; and


 


IN CONSIDERATION OF the promises, the covenants
set forth herein, and other considerations, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


 

















 


1.  Term of Agreement


 


The provisions of this Agreement shall apply to
and govern every harness racing meeting conducted by or at Dover Downs
effective September 1, 2010, and continuing through August 31, 2014.
The parties agree that this Agreement shall automatically renew for successive
one year periods after August 31, 2014 unless either party notifies the
other party by June 1 of its intention to not renew this Agreement in
which event the agreement shall terminate at the end of the then current term.


 


During the first year of this agreement Dover
Downs will schedule six days of racing per week with 15 races per day during
the months of November — February and five days of racing per week
with 16 races per day during the months of March and April.  There shall be no requirement to race on Thanksgiving,
New Year’s Eve, Super Bowl Sunday, or certain traditional days at
Christmas.  However, any days of racing
lost to weather, acts of God, technical problems, or human error, that exceed
two in number shall be rescheduled within the month of March provided that
there will be no more than six days of racing per week. These days and races
are subject to the availability of horses and may be reduced if the races are
not adequately filled by available horses. If such a reduction is necessary,
Dover Downs will consult with the DSOA to determine the best manner in which to
conduct the reduced number of races.


 


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The above racing schedule shall remain in effect
beyond year one unless notification is given by either party to the other party
prior to June 1st of each year during the term of this
agreement.  If such notice is given and
the parties are unable to agree on a future race schedule, then Dover Downs
will race not less than 133 days of live racing each meet, where a live day of
racing shall consist of a minimum of 13 programmed races per day, and the
minimum number of races each year shall be 1,995.


 


The terms of this Agreement shall terminate
regardless of the August 31, 2014 date above if one of the following
events occur and either party notifies the other party of their intent to
terminate the agreement.


 


(a)           Delaware
legalizes additional video lottery terminals and/or table venues and a venue
opens and is operational;


 


(b)           Delaware
statutorily changes the video lottery distribution of Dover Downs or the purse
funds to be distributed at Dover Downs; or


 


(c)           Standardbred
race days are legislatively changed or a track other than Harrington Raceway is
awarded and conducts standardbred races.


 


2.  Basic Purse Distribution


 


A.            Dover
Downs will distribute as racing purses at all meetings conducted at Dover Downs
during the term of this agreement 10% of the live handle wagered at Dover
Downs.  Except, however, when Dover Downs
races more than 13 races per day, Dover Downs will retain all monies received
from the live handle wagered on the last race each day.


 


In the event of any legislation which changes
Dover Downs’ share of the pari-mutuel commission, the amount calculated above
shall be adjusted so that 50% of any increase shall be added to purses and 50%
of any decrease shall be subtracted from the purses.


 


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B.            Dover
Downs agrees to distribute to DSOA via the purse pool and subject to the
provisions of paragraph 5, twenty five percent (25%) of any monies received
from Dover Downs’ export signal of the live race meets conducted during the
term of this agreement.  Except, however,
when Dover Downs races more than 13 races per day, Dover Downs will retain all
monies received from Dover Downs’ export signal on the last live race each day.


 


C.            Over and above the purses payable
under paragraphs 2 A) and 2 (B),
Dover Downs shall pay additional purses in an amount calculated pursuant to 29
Del.C.4815 (b)(3)b et seq.


 


D.            In
consideration of Dover Downs racing more than 1,560 races per race meet and
agreeing to many provisions relating to race conditions, qualifying standards,
qualifying races, physical improvements, and other accommodations for the
horsemen,  the share of pari-mutuel
commissions for purses has been negotiated to the amounts specified in
Paragraphs 2 (A) and 2 (B) above.


 


E.             An
average of 6 races per program shall be written and if possible filled for
Delaware owned or bred horses.  The race
secretary shall make every effort to write Delaware owned horses in all classes
permitted to race at Dover Downs.  The
purses for these races shall be twenty (20%) percent greater than purses for
the same class not restricted to Delaware owned or bred horses rounded to the
nearest $100. Should these races not fill with all Delaware owned or bred
horses the racing secretary may open the class to non-Delaware owned or bred
horse, with the Delaware owned or bred horses having first preference in
accordance with D.H.R.C. rules.


 


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F.             During
the term of this Agreement, Dover Downs, on a weekly basis during any race
meeting conducted by Dover Downs, shall pay directly to the drivers and
trainers of the horses whose owners are entitled to receive a portion of the
purse money, an amount equal to five (5%) percent of the owners’ purse money,
which amount shall be credited against the purses required to be paid to the
owners of such horses.  In no event shall
the aggregate payment made by Dover Downs on account of purses and other items
specified in Paragraph 5 be increased beyond the applicable amount for purses.


 


3.  Projection of Purses and Carry-Over of
Purse Money


 


A.            The
specifications of the applicable purses for the race meet, in accordance with
Paragraph 2, shall be projected on the basis of the total estimated purse funds
to be accrued during the live race meeting, with consideration given to
seasonal fluctuation of purse accruals, so as to maintain a reasonably uniform
purse distribution schedule throughout the Dover Downs meetings each year.


 


B.            (i) 
If any purse money due under Paragraph 2 has not been fully distributed at any
meeting covered by this Agreement, the amount due shall be carried over and
distributed in purses at the next meeting covered by this Agreement. Any
underpayment of purse money under the preceding Agreements between Dover Downs
and DSOA shall likewise be added to the purse money payable under Paragraph 2.


 


(ii)  If the purses actually paid at any meeting
covered by this Agreement exceed the amount due under Paragraph 2, the amount
of the excess payment shall be deducted from the purses otherwise payable at
the next meeting covered by this Agreement. 
Any overpayment of purses during the last meeting conducted under the
previous agreement between Dover Downs and DSOA shall likewise be deducted from
the purse money payable under Paragraph 2 of this Agreement.


 


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4.  Minimum and Maximum Purses


 


At all meetings conducted at Dover Downs, the
minimum and maximum purse payable by Dover Downs for any pari-mutuel betting
race shall be agreed upon by DSOA representatives and Dover Downs prior to the
beginning of each race meet. In the event the parties are unable to reach an
agreement, the minimum and maximum purse payable will be the same as the start
of the previous race meet conducted at Dover Downs.


 


5.  Arrangements with DSOA


 


A.            Dover
Downs will pay to DSOA, in diminution of and as a credit against the percentages
specified in Paragraph 2, requested funds to compensate DSOA for its expenses
provided that DSOA’s representation of the horsemen racing at meetings
conducted by Dover Downs has been demonstrated by the horsemen’s adherence to
and recognition of this Agreement.  Such
sum shall not exceed 110% of the amount requested the prior year and shall be
paid in monthly installments no later than seven (7) days after the
conclusion of each month of each racing meeting covered by this Agreement
unless mutually agreed by the parties.


 


B.            When
this Agreement and any succeeding Agreement between DSOA and Dover Downs has
expired and there is no agreement in effect between them providing otherwise,
any underpayment of purses due under this Agreement shall be payable to
horsemen who participated in the last Dover Downs’ meet covered by this
Agreement and both parties shall take whatever action is required to accomplish
such payment.


 


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In order to minimize any underpayment  or  overpayment of
purses at the conclusion of the live race meet  under
this Agreement, DSOA and Dover Downs will meet regularly to make adjustments to
the purse account if necessary.  These
adjustments to the purses will be in  a fair and
reasonable manner and  will include
lowering the minimum purse if such action is warranted.  The base purse for any claiming race will not
exceed 80% of the claiming price.


 


C.            Dover
Downs shall provide an office for the use of a DSOA representative on its
racing grounds.


 


D.            Representatives
of Dover Downs will be available at reasonable times to consult with DSOA
representatives upon request of either party concerning any matters pertaining
to the provisions of this Agreement and/or the conduct of races, maintenance of
the receiving stable area, the race track, paddock and training areas.


 


E.             Dover
Downs shall pay to DSOA as part of its expenses in paragraph 5(A.), the
incurred premiums of insurance administered by DSOA for grooms, second
trainers, trainers, and drivers.  Insurance
premiums shall be paid monthly  upon
presentation of a bill from DSOA.  The
premiums shall be in diminution of and as a credit against purse money payable
under this Agreement as specified in Paragraph 2.


 


F.             Dover
Downs agrees to cooperate with DSOA in its effort to provide education,
promotional material and public relations regarding harness racing, pari-mutuel
betting, and horse ownership.


 


G.            DSOA
acknowledges that from time to time  certain
legislative effort will be required in Delaware pertaining to pari-mutuel
wagering, horse racing, the video lottery as well as other matters that will
effect Dover Downs.  DSOA will
fully support and help lobby for all reasonable legislation  and
oppose all harmful legislation insofar as it  does
not adversely impact horsemen’s issues.


 


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H.            During
the term of this contract the minimum claiming price for Delaware Owned and
Bred races shall be ($7,500) seventy five hundred dollars. The minimum open
claiming price shall be ($12,500) twelve thousand five hundred dollars unless
changed by mutual agreement.


 


I.              Unless changed by mutual agreement, the
qualifying times during the term of this agreement shall be 2:00 for pacers and
2:02 for trotters, plus applicable allowances for weather, and track
conditions. Two year olds will receive a two second allowance. Three year olds
will receive a two second allowance from January 1 through April 30
and a one second allowance after April 30.


 


J.             During this Agreement, horses permitted at
Dover Downs will have the opportunity to qualify two times per calendar month.
Horses that are two year olds and three year olds, and are nominated to the
Delaware Breeders program, will have unlimited opportunity to qualify during
each of the three (3) months leading up to the first event of the program
to which it is nominated.


 


K.            There
shall not be any general age restrictions in condition races that are written
as NW of $6,000 or higher in last (x) starts. This does not apply to NW of
(x) races lifetime, NW of ($x) lifetime, or any other type of condition
race written according to the available horse population in an effort to
enhance the quality and competitiveness of the racing at Dover Downs.  All races written for NW of (x) races
lifetime shall exclude as a win only, any win in which the first place money
was less than or equal to $750.


 


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L.             During
the term of this agreement, if Dover Downs has races with nine horse fields, a
bonus will be added to the base purse as follows:


 


	
  Base purse is:

  	
   

  	
  Bonus is:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than $20,000

  	
   

  	
  $

  	
  500

  	
   

  
	
  $20,000 or more

  	
   

  	
  $

  	
  1,000

  	
   

  



 


M.           Dover
Downs, upon request, shall furnish to DSOA a summary of the handle.


 


6.  Simulcast Wagering


 


A.            As
consideration for the distribution to the purse pool in accordance with
paragraph 2(B.)  DSOA agrees, as is standard in
the industry, to share  the daily cost
incurred by Dover Downs for the daily export of the live signal throughout each
season.  These incremental costs incurred
by Dover Downs for the exporting of live races will be calculated and shared
25% by DSOA and 75% by  Dover
Downs.  These daily costs will be
detailed on the purse reconciliation report submitted to DSOA at the end of
each month.


 


B.            As
consideration for the covenants set forth herein, and other considerations,
DSOA agrees that it will not share in any of the revenues or expenses from
intrastate and interstate simulcasting of standardbred and thoroughbred races
from such tracks as approved per paragraph 6(c).


 


C.            All
simulcasting agreements need the approval of DSOA prior to Dover Downs
accepting wagering on those races. DSOA agrees not to unreasonably withhold
their approval.


 


Should either DSOA or Dover Downs deny an
approval or elect to terminate an agreement, they must provide the other party
written notice at least 15 days prior to termination or disapproval with
reasonable explanation for their action.


 


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7.  Stake and Early Closing Events


 


Not more than 8% of the total purse money payable
to the horsemen during each race meet shall be paid for Stake and Early Closing
events. Purse money payable to the Delaware Breeders Program, or any other
Delaware owned/bred Stakes or early closing events, shall not be part of the 8%
limitation.


 


8.  On-Track Driver Insurance


 


Dover Downs shall provide On-track driver
accident and disability insurance with minimums of $100,000 death benefit,
$100,000 medical expenses and $350 a week disability income for 104 weeks
subject to no more than a seven-day waiting period. Up to an additional $150
per week disability income will be provided for the first 26 weeks of
disability based on the prior six months earnings of the injured person as a
driver/trainer on a dollar for dollar disability to earnings per week over $350
up to $500 per week.  This coverage shall
have no deductible to the horsemen and will be provided on race days, non-race
days during the race meet when the track is available for training and for
three (3) days prior to each race meeting covered under this Agreement.


 


9.  Stall Assignments and Racing Privileges


 


Nothing in this Agreement shall be deemed to
limit or restrict in any manner the absolute discretion of Dover Downs to
assign stalls and/or grant racing privileges to owners and trainers whether or
not members of DSOA, except that stall space and/or racing privileges shall not
be denied by reason of membership in, or activity on behalf of, DSOA or a duly
constituted horsemen’s committee. 
Notwithstanding this paragraph, it is understood that Dover Downs does
not contemplate opening its barn area and providing stabling facilities during
the term of this Agreement.  Dover Downs
does, however, agree to make reasonable attempts to restrict the horse
population to a manageable level with preference being given to Delaware owned
horses.


 


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10.  Indemnity and Cooperation


 


DSOA shall indemnify and hold Dover Downs harmless
against any claims, losses, expenses, judgments, penalties or extra
distributions imposed upon or suffered by Dover Downs arising out of, or in
connection with, the payment provided in Paragraph 5 above.  In the event any other organization shall
claim to represent the horsemen participating in any Dover Downs meeting during
the term of this Agreement, Dover Downs shall promptly notify DSOA.


 


Dover Downs agrees and acknowledges that the DSOA during
the term of this agreement is and shall be the sole and exclusive
representatives and bargaining agent for harness horse people in respect to all
matters related to harness racing and ancillary and appurtenant activities
carried on by Dover Downs, as long as DSOA represents a majority of the
horsemen racing at Dover Downs.


 


11.  Controlling Law and Regulation


 


The interpretation of the provisions of this
Agreement shall be governed by the law of Delaware.  If and to the extent that any provision(s)of
this Agreement is and/or becomes inconsistent with any Delaware Statute, law or
any regulation of the Delaware State Harness Racing Commission not in effect or
hereinafter enacted, such provision or provisions shall be deemed to be
superseded by such law or regulation as the case may be.  The validity of the remaining provisions of
the contract shall be construed and enforced as if the contract did not contain
the particular provision held to be invalid.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be signed on their behalf by their respective Officers
as of the date first above written.


 


 


	
   

  	
  DOVER DOWNS, INC.

  
	
   

  	
   

  
	
   

  	
   /s/ Charles B.
  Lockhart

  
	
   

  	
  Charles B. Lockhart

  
	
   

  	
  Vice-President, Horse Racing

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DELAWARE STANDARDBRED OWNERS ASSOCIATION, INC.

  
	
   

  	
   

  
	
   

  	
   /s/ Andrew D.
  Markano

  
	
   

  	
  Andrew D. Markano

  
	
   

  	
  President

  



 


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