** **

 

**Exhibit10.29**

**EXECUTIONCOPY**

EMPLOYMENTAGREEMENT

THISAGREEMENT (this “Agreement”) is executed this 15th day of December, 2006, to beeffective as of June 22, 2006 (the “Effective Date”) between the Seneca GamingCorporation (the “Company”), a wholly-owned subsidiary of the Seneca GamingCorporation and a governmental instrumentality of the Seneca Nation of Indiansof New York (the “Nation”), and **Pat Fox**(“Employee”).

WHEREAS,it is in the best interest of the Company and the Employee that there be awritten contract defining the rights and obligations of the parties under theiremployment arrangement.

ITIS HEREBY AGREED AS FOLLOWS:

# 1.                                       Employment

TheCompany hereby employs Employee as Vice President and Chief Financial Officerand Employee hereby accepts such employment under the terms and conditions ofthis Agreement.  Employee shall workunder the authority of the President and Chief Executive Officer or hisdesignee.  Employee shall perform all ofthe duties generally associated with the position and such other duties asshall be assigned from time to time by the President and Chief ExecutiveOfficer or his designee, including those duties set forth on Exhibit A hereto.  Employee agrees to devote Employee’s fullbusiness time, attention and best efforts exclusively to rendering the servicesdescribed herein and agrees that Employee will not engage in any other businessactivity during the Term.

# 2.                                       Term

Theterm of this Agreement (the “Term”) shall commence upon the Effective Date, andterminate on June 21, 2008 (the “Termination Date”), unless renewed by asubsequent written agreement of the parties. The Term may be sooner terminated by either party in accordance withsection 4 of this Agreement.

# 3.                                       Compensation;Benefits

## A.                                   TheCompany shall pay Employee an initial salary of Three Hundred Twenty-FiveThousand Dollars ($325,000) per year (“Base Compensation”).  The Company shall review said salary on anannual basis (prior to or in connection with the close of its fiscal year) atwhich time the Company shall determine in its sole discretion whether or notsaid salary shall be increased and the timing thereof.  Said salary shall be payable in periodicpayments in accordance with the Company’s regular payroll practices.

## B.                                     Employeemay also be eligible to participate in annual incentive compensation or otherbonus programs as determined by the Company in its sole discretion.

## C.                                     Duringthe Term, Employee shall be entitled to participate in such employee benefitplans and insurance programs offered by the Company, or which it may 

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## adopt from time to time, for its employees, in accordance with theterms and conditions thereof.

# 4.                                       Termination

## A.                                   Employee’semployment hereunder may be terminated by the Company prior to the TerminationDate under the following circumstances:

### (i)                                     uponrevocation or disapproval of the license required pursuant to the Nation-StateGaming Compact between the Seneca Nation of Indians and the State of New York(the “Compact”), or upon disapproval by the National Indian Gaming Commissionof the issuance of any license by the Nation pursuant to its own gamingordinances, if either such action renders it unlawful for Employee to performin the capacity set forth in this Agreement, or if any event renders itunlawful for the Nation and/or the Company to continue to conduct casino gamingon Nation Territory.  For purposes ofthis Agreement, “Nation Territory” shall include current or future Nationterritory where the Company conducts or will conduct its gaming operations asof the date Employee’s employment is terminated;

### (ii)                                  uponrevocation or disapproval of such licenses for Employee as are requiredpursuant to the Compact and/or by the Nation’s or the Company’s gamingordinances;

### (iii)                               Employeeshall commit an act constituting “Cause,” which is defined to mean:

#### (a)                                  anact of dishonesty by Employee intended to result in gain or personal enrichmentof Employee or others at the expense of the Company or any of its affiliates;

#### (b)                                 thedeliberate and intentional refusal by Employee (except by reason of disability)to perform Employee’s duties hereunder;

#### (c)                                  actsor omissions of Employee constituting gross negligence in the performance ofEmployee’s duties hereunder; or

(d)                                 failure toperform any material term or condition of this Agreement after written noticethereof from Company and a reasonable opportunity to cure such failure (asdetermined by Company and specified in the notice of breach).

### (iv)                              Employeeshall die or the Company shall for any reason within the Company’s or theNation’s control permanently cease to conduct casino gaming on NationTerritory; or

### (v)                                 Employeeshall become unable to perform the duties and responsibilities set forth inthis Agreement for a period of 180 days in any 365 day period by reason oflong-term physical or mental disability.

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## B.                                     IfEmployee’s employment should be terminated under paragraph 4A above, then theCompany shall as soon as administratively feasible following termination payEmployee (or Employee’s estate, if applicable) the Base Compensation earned throughthe date Employee is terminated, whereupon the Company shall have no furtherliability or obligation to Employee under this Agreement or otherwise.

## C.                                     IfEmployee’s employment should be terminated by the Company for any reason otherthan those specified in paragraph 4A above (it being understood that apurported termination for Cause which is contested by Employee and finallydetermined not to have been proper shall be treated as a termination under thisparagraph 4C) or paragraph 4D below, then the Company shall: (i) as soon asadministratively feasible, pay Employee his or her Base Compensation earned,but unpaid, through the date Employee is terminated, and (ii) as soon asadministratively feasible following the applicable revocation period set forthin the general release of claims contemplated in paragraph 4E below andprovided Employee does not revoke the general release or breach any provisionin section 5 of this Agreement following Employee’s termination, in which caseall payments under this clause (ii) shall cease, continue to pay Employee hisor her Base Compensation in effect as of the date of termination for a periodequal to the lesser of six (6) months or the remainder of the Term, whereuponthe Company shall have no further liability or obligation to Employee underthis Agreement; provided, however, that Employee shall have aduty to mitigate damages by seeking other employment.  If Employee shall obtain other employment,perform consulting services or become entitled to unemployment benefits,Employee shall immediately notify the Company in writing and the Company shallhave the right to offset on a dollar for dollar basis any amounts payable toEmployee under this clause (ii) by any amounts earned by Employee through otheremployment, consulting activities or unemployment benefits.  Employee agrees to keep the Company informedof whether Employee’s employment or consulting activities are on a full orpart-time basis, and to provide the Company with such other details as theCompany shall request.

## D.                                    Employeemay terminate his or her employment for any reason upon sixty (60) days priorwritten notice to the Company.  IfEmployee terminates his or her employment pursuant to this section 4D, theCompany shall as soon as administratively feasible following termination payEmployee the Base Compensation earned through the date of termination,whereupon the Company shall have no further liability or obligation to Employeeunder this Agreement or otherwise, including obligations to pay Employee post-terminationseverance compensation.

## E.                                      Employeeacknowledges and agrees that the payments set forth in this section 4constitute liquidated damages for termination of Employee’s employment duringthe Term and such liquidated damages shall be his only remedy with respect toany claim, including, without limitation, breach of contact, he may have underthis Agreement and that prior to receiving any such payments under section 4and as a material condition thereof, Employee shall sign and agree to be bound bya general release of claims in favor of the Company and its affiliates relatedto 

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## Employee’semployment (and termination of employment) with the Company and, if applicable,any affiliates in substantially the form attached hereto as Exhibit B asmay be modified by the Company in good faith to reflect changes in law or itsemployment practices.  Notwithstandingany other provision of this Agreement to the contrary, Employee acknowledgesand agrees that other than any claim for the liquidated damages contemplatedhereunder, Employee waives any rights to be awarded any other damages withrespect to any claim Employee may have under this Agreement, including, withoutlimitation, compensatory or punitive damages.

# 5.                                       RestrictiveCovenants

For purposes of this section 5, the term “Company” shall include, inaddition to the Company, its affiliates and any of their respectivepredecessors, successors, and assigns.

## A.                                   Employeeacknowledges that:  (i) as a result ofEmployee’s employment  with the Company,Employee will obtain secret, proprietary and confidential informationconcerning the business of the Company, including, without limitation, businessand marketing plans, strategies, employee lists, patron lists, operatingprocedures, business relationships (including persons, corporations or otherentities performing services on behalf of or otherwise engaged in businesstransactions with the Company), accounts, financial data, know-how, computersoftware and related documentation, trade secrets, processes, policies and/orpersonnel, and other information relating to the Company (“ConfidentialInformation”); (ii) the Confidential Information has been developed and createdby the Company at substantial expense and the Confidential Informationconstitutes valuable proprietary assets and the Company will suffer substantialdamage and irreparable harm which will be difficult to compute if, during theterm of the Agreement and thereafter, Employee should enter a CompetitiveBusiness (as defined herein) in violation of the provisions of this Agreement;(iii) the Company will suffer substantial damage which will be difficult tocompute if, during the Term or thereafter, Employee should solicit or interferewith the Company’s employees or patrons or should divulge ConfidentialInformation relating to the business of the Company; (iv) the provisions ofthis section 5 are reasonable and necessary for the protection of the businessof the Company; (v) the Company would not have hired or employed Employeeunless Employee signed this Agreement; and (vi) the provisions of thisAgreement will not preclude Employee from other gainful employment.  “Competitive Business” shall mean any gamingestablishment which provides to its patrons games of chance such as slotmachines, card games, roulette, and similar games in the State of New York orwithin a 100 mile radius of Nation Territory, and any other business in whichthe Company is then engaged as of the date of termination of this Agreement.

## B.                                     Employeeacknowledges and agrees that the unauthorized disclosure or misuse ofConfidential Information will cause substantial damage to the Company.  Therefore, Employee agrees not to, at anytime, either during the Term or thereafter, divulge, use, publish or in anyother manner reveal, directly or indirectly, to any person, firm or corporationany Confidential Information obtained or learned by Employee during the courseof Employee’s employment with the Company, with regard to the operational,financial, business or other 

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## affairs andactivities of the Company, their officers, directors or employees and theentities with which they have business relationships, except (i) as may benecessary to the performance of Employee’s duties with the Company, (ii) withthe Company’s express written consent, (iii) to the extent that any suchinformation is in the public domain other than as a result of Employee’s breachof any of obligations hereunder, or (iv) where required to be disclosed bycourt order, subpoena or other government process which is consistent with theterms and conditions of paragraphs 15(f) and 15(g) of the Compact and, in suchevent, Employee shall cooperate with the Company in attempting to keep suchinformation confidential.

## C.                                     DuringEmployee’s employment with the Company and for one (1) year after Employee’stermination of employment for any reason (the “Restricted Period”), Employee,without the prior written permission of the Company, shall not, directly orindirectly, (i) enter into the employ of or render any services to any  corporation, limited liability company,entity, trust, group, company, partnership or individual, engaged in aCompetitive Business; or (ii) become associated with or interested in anyCompetitive Business as an individual, partner, shareholder, member, creditor,director, officer, principal, agent, employee, trustee, consultant, advisor orin any other relationship or capacity. This paragraph 5C shall not prevent Employee from owning common stock ina publicly traded corporation which owns or manages a casino provided Employeedoes not take an active role in the ownership or management of such corporationand Employee’s ownership interest represents less than 3% of the votingsecurities and/or economic value of such corporation.

## D.                                    Byexecuting this Agreement, Employee acknowledges that Employee understands thatthe Company’s ability to operate its business depends upon its ability toattract and retain skilled people and that the Company has and will continue toinvest substantial resources in training such individuals.  Therefore, during the Restricted Period,Employee shall not, without the prior written permission of the Company,directly or indirectly solicit, employ or retain, or have or cause any otherperson or entity to solicit, employ or retain, any person who is employed or isproviding personal services to the Company.

## E.                                      Byexecuting this Agreement, Employee acknowledges that Employee understands thatthe Company’s ability to operate its business depends upon its ability toattract and retain vendors and patrons. Therefore, during the Restricted Period, Employee shall not, directly orindirectly, solicit, contact, interfere with, or endeavor to entice away fromthe Company any of its current or potential patrons or any such persons orentities that were patrons of the Company within the one year periodimmediately prior to Employee’s termination of employment.  Employee further agrees that, during theRestricted Period, Employee shall not, directly or indirectly, interfere with,or endeavor to entice away from the Company any of its current or potentialvendors or any such persons or entities that were vendors of the Company withinthe one year period immediately prior to Employee’s termination of employment.

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## F.                                      Employeeacknowledges and agrees during Employee’s employment and for all timethereafter that Employee will not defame or publicly criticize the services,business, integrity, veracity or personal or professional reputation of theCompany and its officers, directors, employees, affiliates, or agents thereofin either a professional or personal manner. The Company acknowledges and agrees that during Employee’s employmentand for all time thereafter, the Company will not defame or publicly criticizeEmployee either in a professional or personal manner, except as may benecessary to defend the Company from comments made by or on behalf of Employee.

## G.                                     IfEmployee commits a breach, or threatens to commit a breach, of any of theprovisions of this section 5 of the Agreement, the Company shall have the rightand remedy to have the provisions specifically enforced by any court or otherbody having jurisdiction, it being acknowledged and agreed by Employee that theservices being rendered hereunder to the Company are of a special, unique andextraordinary character and that any such breach or threatened breach willcause irreparable injury to the Company and that money damages will not providean adequate remedy to the Company.  Suchright and remedy shall be in addition to, and not in lieu of, any other rightsand remedies available to the Company at law or in equity.  Accordingly, Employee consents to theissuance of an injunction, whether preliminary or permanent, consistent withthe terms of this Agreement.

## H.                                    If,at any time, the provisions of this Agreement shall be determined to be invalidor unenforceable under any applicable law, by reason of being vague orunreasonable as to area, duration or scope of activity, this Agreement shall beconsidered divisible and shall become and be immediately amended to only sucharea, duration and scope of activity as shall be determined to be reasonableand enforceable by the court or other body having jurisdiction over the matterand Employee and the Company agree that this Agreement as so amended shall bevalid and binding as though any invalid or unenforceable provision had not beenincluded herein.

# 6.                                       Miscellaneous

## A.                                   Employeerepresents to Company that there are no restrictions or agreements to whichEmployee is a party which would be violated by Employee’s execution of thisAgreement and Employee’s employment hereunder.

## B.                                     ThisAgreement and all questions relating to its validity, interpretation,performance and enforcement shall be governed by and construed in accordancewith the laws of the Seneca Nation of Indians.

## C.                                     Noamendment or waiver of any provision of this Agreement shall be effectiveunless in writing signed by both parties.

## D.                                    ThisAgreement contains the entire agreement between the parties and may not beamended or modified except by a writing signed by the party sought to becharged.

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## E.                                      Theinvalidity or unenforceability of any provision or provisions of this Agreementshall not affect the validity or enforceability of any other provision of thisAgreement, which shall remain in full force and effect.

## F.                                      Exceptas otherwise provided herein, this Agreement sets forth the entire agreement ofthe parties hereto in respect of the subject matter contained herein andsupersedes all prior agreements, promises, covenants, arrangements,communications, representations or warranties, whether oral or written, by anyofficer, employee or representative of any party hereto in respect of suchsubject matter.  Except as otherwiseprovided herein, any prior agreement of the parties hereto in respect of thesubject matter contained herein is hereby terminated and cancelled.

## G.                                     Allpayments hereunder shall be subject to any required withholding of Federal,state and local taxes pursuant to any applicable law or regulation.

## H.                                    Thesection headings in this Agreement are for convenience of reference only, andthey form no part of this Agreement and shall not affect its interpretation.

## I.                                         ThisAgreement may be executed in any number of counterparts, each of which shall bedeemed to be an original, but all of which, when taken together, shall bedeemed to constitute one and the same instrument.

# 7.                                       Assignment

ThisAgreement may not be assigned by either party unless consented to by the otherparty in writing.

# 8.                                       Compliancewith Section 409A of the Code

ThisAgreement is intended to comply with Section 409A of the Internal Revenue Codeof 1986, as amended (the “Code”), and shall be construed and interpreted inaccordance with such intent.  Employeeacknowledges and agrees that the Company may revise any provision in this Agreement(including, without limitation, provisions concerning the timing of anypayments described hereunder) to the extent necessary to comply with Section409A of the Code and any regulations and/or guidance promulgated thereunder.

[Signature Page Follows]

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INWITNESS WHEREOF, the parties hereto have executed this Agreement as of the datefirst written above.
| SENECA GAMING CORPORATION |   |                 |
|---------------------------|--------|----------------------|
|                      |   |                 |   |   |
|                      |   |                 |   |   |
| By:                       |   | /s/ John Pasqualoni  | Date: |   |
|                      |   | John Pasqualoni      |   |   |
|                      |   | President &  CEO |   |   |
|                      |   |                 |   |   |
|                      |   |                 |   |   |
| EMPLOYEE                  |   |                 |
|                      |   |                 |   |   |
|                      |   |                 |   |   |
|                      |   | /s/ Patrick M. Fox   | Date |   |
|                      |   | Patrick M. Fox       |   |   |
|                      |   |                 |

** **

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**EXECUTION COPY**

**Exhibit A**

**Description of Duties**

**JOB SUMMARY**:

The Vice President of Finance and CFO is directly responsible for theefficient and effective operations of the Finance, Purchasing and Warehousedepartments and their employees. Responsible for timely issuance of allfinancial reports, including Securities and Exchange Commission (SEC) filingsand compliance with Sarbanes Oxley requirements. The Vice President of Financeand CFO assumes direct responsibility for ensuring that these departments areoperating within the guidelines of the Seneca Gaming Corporation’s policies andprocedures, Internal Control Standards and objectives.  Oversees all financial and operationalaccounting functions through his/her direct reports.

**ESSENTIAL FUNCTIONS AND RESPONSIBILITIES** include the following. Other duties may beassigned:

**1.****             **Creates, develops and****implementsan effective strategy of departmental organization****andfollowing****management objectives.

2.               Develops departmentalbusiness plans to include performance and profit objectives for short andlong-term goals.

3.               Establishes, monitors, and reviews alldepartmental budgets on a regular basis. Ensure departments are meeting or exceeding established financial andperformance goals.  Providesrecommendations to improve financial results.

4.               Reviews activity reports and financialstatements to determine progress and status in attaining objectives andproposes revisions to plans in accordance with current conditions.

5.               Ensures effective recruitment, hiring,training, recognition, coaching, terminations, and other personnel relatedmatters are being handled appropriately throughout all departments.

6.               Responsible for the development of departmentalprocedures and compliance with internal controls to ensure proper financialoperations, including compliance with Sarbanes Oxley requirements of the SEC.

7.               Oversees and directs budgeting, income audit,financial analysis, financial reporting, general accounting, purchasing, andrisk management areas.

8.               Responsible for the timely issuance ofinternal financial reports, and all financial filings with the SEC, including,10-K, 10-Qs and, when appropriate 8-Ks.

9.               Coordinates obtaining all internal officercertification for SEC filings.

10.         Ensures compliance with of the debt covenants of the Company’s debt.

11.         In conjunction with the COO maintains relationships with the Company’sinvestors and analysts ensuring timely and accurate supply of financial data incompliance with all confidential guidelines of the Company and the SEC.

12.         Informs appropriate management of the Company’s and its subsidiariesfinancial position, and issues financial and operating reports.

13.         Coordinates the establishment of budget programs.

14.         Oversees and directs the preparation and issuance of the Nation GamingOperations regulatory and required reports, including SEC.

15.         Through staff, provides analysis of marketing promotions and events.

16.         Communicates regularly with subordinate managers regarding operational,business policy and staffing issues.

17.         Evaluates management performance and provides feedback in order tofurther develop management team.

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18.         Implements and monitors controls designed to assure full compliancewith state, Federal, and Nation regulatory requirements.

19.         Provides exceptional customer service to all patrons and communicatesin a pleasant, friendly, and professional manner at all times.  Maintains a professional work environmentwith supervisors and staff.

20.         Attends all necessary training meetings.

21.         Member of SARC, Credit and Complimentary Committees.

22.         Duties, responsibilities, requirements and expectations pertaining tothis job are subject to change as needed. Hours are determined by 24-hour schedule.

23.

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**EXECUTION COPY**

**Exhibit B**

**Form of Release**

See Attached.

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**MUTUAL RELEASE OF ALL CLAIMS**

**Release of Claims by Executive**.

Itis understood and agreed by the Seneca Gaming Corporation (the “Company”), agovernmental instrumentality of the Seneca Nation of Indians of New York, and___________________ (“Executive”), that in consideration of the mutual promisesand covenants contained in this general release of all claims (the “ReleaseAgreement”), Executive, on behalf of Executive and Executive’s agents,representatives, administrators, receivers, trustees, estates, heirs, devisees,assignees, legal representatives, and attorneys, past or present (as the casemay be), hereby irrevocably and unconditionally releases, discharges, andacquits all the Released Parties (as defined below) from any and all claims,promises, demands, liabilities, contracts, debts, losses, damages, attorneys’fees and causes of action of every kind and nature, known and unknown, up toand including the Effective Date (as defined below), provided, however, thatany claims arising after the Effective Date from the then present effect ofacts or conduct occurring on or before the Effective Date shall be deemedreleased under this agreement, including but not limited to causes of action,claims or rights arising out of, or which might be considered to arise out ofor to be connected in any way with (i) Executive’s employment or service withthe Company and, to the extent applicable, a Released Party, or the terminationthereof; (ii) the Employment Agreement dated as of _______________ betweenthe Company and Executive, or the termination thereof; (iii) any treatment ofExecutive by any of the Released Parties, which shall include, withoutlimitation, any treatment or decisions with respect to hiring, placement,promotion, discipline, work hours, demotion, transfer, termination,compensation, performance review, or training; (iv) any statements or allegedstatements by the Company or any of the Released Parties regarding Executive,whether oral or in writing; (v) any damages or injury that Executive may havesuffered, including without limitation, emotional or physical injury,compensatory damages, or lost wages; (vi) employment discrimination, whichshall include, without limitation, any individual or class claims ofdiscrimination on the basis of age, disability, sex, race, religion, nationalorigin, citizenship status, marital status, sexual preference, or any otherbasis whatsoever; or (vii) all such other claims that Executive could assertagainst any, some, or all of the Released Parties in any forum, whether suchclaims are known or unknown, accrued or unaccrued, liquidated or contingent,direct or indirect.

Saidrelease shall be construed as broadly as possible and shall also extend torelease the Released Parties, without limitation, from any and all claims thatExecutive has alleged or could have alleged, whether known or unknown, accruedor unaccrued, against any Released Party for violation(s) of any of thefollowing, to the extent applicable:  theNational Labor Relations Act, as amended; Title VII of the Civil Rights Act of1964, as amended; the Age Discrimination in Employment Act; the Civil RightsAct of 1991; Sections 1981-1988 of Title 42 of the United States Code; theEqual Pay Act; the Employee Retirement Income Security Act of 1974, as amended;the Immigration Reform Control Act, as amended; the Americans with DisabilitiesAct of 1990, as amended; the Fair Labor Standards Act, as amended; theOccupational Safety and Health Act, as amended; the New York Human Rights Law;the New York City Human Rights 

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Law; the New York Labor Law;the New York Whistleblower Protection Law; the New York Wage and Hour Laws; theNew York City Administrative Code; any other tribal, federal, state, or locallaw or ordinance; any public policy, whistleblower, contract, tort, or commonlaw; and any demand for costs or litigation expenses, including but not limitedto attorneys’ fees.

Theterm “Released Parties” or “Released Party” as used herein shall mean andinclude: the Company and the Company’s parents, subsidiaries, affiliates, andall of their predecessors and successors (collectively, the “Released Entities”),and with respect to each such Released Entity, all of its former, current, andfuture officers, directors, agents, representatives, employees, servants,owners, shareholders, partners, joint venturers, attorneys, insurers,administrators, and fiduciaries, and any other persons acting by, through,under, or in concert with any of the persons or entities listed herein.

Pursuantto the Older Workers Benefit Protection Act of 1990, Executive understands andacknowledges that by executing this Release Agreement and releasing all claimsagainst any of the Released Parties, Executive has waived any and all rights orclaims that Executive has or could have against any Released Party under theAge Discrimination in Employment Act, which includes any claim that anyReleased Party discriminated against Executive on account of Executive’s age.  Executive also acknowledges the following:

(a)                                  The Company, bythis written Release Agreement, has advised Executive to consult with anattorney prior to executing this Release Agreement;

(b)                                 This ReleaseAgreement does not include claims arising after the Effective Date, provided,however, that any claims arising after the Effective Date from the then presenteffect of acts or conduct occurring on or before the Effective Date shall bedeemed released under this Release Agreement;

(c)                                  The Company hasprovided Executive the opportunity to review and consider this ReleaseAgreement for twenty-one (21) days from the date Executive receives thisRelease Agreement.  At Executive’s optionand sole discretion, Executive may waive the twenty-one (21) day review periodand execute this Release Agreement before the expiration of twenty-one (21)days.  If Executive elects to waive thetwenty-one (21) day review period, Executive acknowledges and admits thatExecutive was given a reasonable period of time within which to consider thisRelease Agreement and Executive’s waiver is made freely and voluntarily,without duress or any coercion by any other person; and

(d)                                 Executive mayrevoke this Release Agreement within a period of seven (7) days after executionof the agreement.  Executive agrees thatany such revocation is not effective unless it is made in writing and deliveredto the Company, to the attention of the General Counsel of the Seneca GamingCorporation, 310 Fourth Street, Niagara Falls, New York (Seneca NationTerritory) 14303, by the end of the seventh (7th) calendar day.  Under any such valid revocation, Executiveshall not be entitled to any benefits under this Release Agreement and thisRelease Agreement shall become null and

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void.  This Release Agreement becomes effective onthe eighth (8th) calendar day after it is executed by both parties (the “EffectiveDate”).

Executiveconfirms that no claim, charge, or complaint against any of the ReleasedParties, brought by Executive, exists before any federal, state, or local courtor administrative agency.  Executivehereby waives Executive’s right to accept any relief or recovery, includingcosts and attorney’s fees, from any charge or complaint before any federal,state, or local court or administrative agency against any of the ReleasedParties, except as such waiver is prohibited by law.

Executiveagrees that Executive will not, unless otherwise prohibited by law, at any timehereafter, participate in as a party, or permit to be filed by any other personon  Executive’s behalf or as a member ofany alleged class of persons, any action or proceeding of any kind, against theReleased Parties or any past, present or future employee benefit and/or pensionplans or funds of the Released Entities with respect to any act, omission,transaction or occurrence up to and including the date of the execution of thisRelease Agreement.  Executive furtheragrees that Executive will not seek or accept any award or settlement from anysource or proceeding with respect to any claim or right covered by thisparagraph or by the Release Agreement and that this Release Agreement shall actas a bar to recovery in any such proceedings.

Executiveagrees that neither this Release Agreement nor the furnishing of theconsideration for the general release set forth in this Release Agreement shallbe deemed or construed at any time for any purpose as an admission by theReleased Parties of any liability or unlawful conduct of any kind.  Executive further acknowledges and agreesthat the consideration provided for herein is adequate consideration forExecutive’s obligations under this Release Agreement.

**Release of Claims by Company**.

Subjectto the provisions of this Release Agreement and subject to Executive notexercising Executive’s revocation rights hereunder, the Company herebyirrevocably and unconditionally releases, waives and fully and foreverdischarges Executive, from and against any and all claims, liabilities,obligations, covenants, rights, demands and damages of any nature whatsoever,whether known or unknown, anticipated or unanticipated, arising from, by reasonof or in any way related to any transaction, event or circumstance whichoccurred or existed prior to and including the date of this Release Agreementarising out of or in any way related to Executive’s employment with the Companyand, to the extent applicable, a Released Party, or the terminationthereof.  Notwithstanding the provisionsof this paragraph, nothing in this waiver or release shall be construed to constituteany release or waiver by the Company of its rights or claims against Executivearising out of any intentional or willful misconduct or fraudulent or criminalacts engaged in by Executive while in the course of Executive’s employment orservice.

**Miscellaneous**.

ThisAgreement and all questions relating to its validity, interpretation,performance and enforcement shall be governed by and construed in accordancewith the laws of the Seneca Nation of Indians. If any provision of the Release Agreement other than the general releaseset 

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forth above, is declaredlegally or factually invalid or unenforceable by any court of competentjurisdiction and if such provision cannot be modified to be enforceable to anyextent or in any application, then such provision immediately shall become nulland void, leaving the remainder of this Release Agreement in full force andeffect.  If any portion of the generalrelease set forth in this Release Agreement is declared to be unenforceable bya court of competent jurisdiction in any action in which Executive participatesor joins, Executive agrees that all consideration paid to Executive under thisRelease Agreement shall be offset against any monies that Executive may receivein connection with any such action.

ThisRelease Agreement sets forth the entire agreement between Executive and theReleased Parties and it supersedes any and all prior agreements orunderstandings with respect to the subject matter hereof, whether written ororal, between the parties, except as otherwise specified in this ReleaseAgreement.  Executive acknowledges thatExecutive has not relied on any representations, promises, or agreements of anykind made to her in connection with Executive’s decision to sign this ReleaseAgreement, except for those set forth in this Release Agreement.

ThisRelease Agreement may not be amended except by a written agreement signed byboth parties, which specifically refers to this Release Agreement.

EXECUTIVEACKNOWLEDGES THAT EXECUTIVE CAREFULLY HAS READ THIS RELEASE AGREEMENT; THATEXECUTIVE HAS HAD THE OPPORTUNITY TO THOROUGHLY DISCUSS ITS TERMS WITH COUNSELOF EXECUTIVE’S CHOOSING; THAT EXECUTIVE FULLY UNDERSTANDS ITS TERMS AND ITSFINAL AND BINDING EFFECT; THAT THE ONLY PROMISES MADE TO SIGN THIS RELEASEAGREEMENT ARE THOSE STATED AND CONTAINED IN THIS RELEASE AGREEMENT; AND THATEXECUTIVE IS SIGNING THIS RELEASE AGREEMENT KNOWINGLY AND VOLUNTARILY.  EXECUTIVE STATES THAT EXECUTIVE IS IN GOODHEALTH AND IS FULLY COMPETENT TO MANAGE EXECUTIVE’S BUSINESS AFFAIRS ANDUNDERSTANDS THAT EXECUTIVE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNINGTHIS RELEASE AGREEMENT.

[SignaturePage Follows]

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INWITNESS WHEREOF, Executive has executed this Release Agreement as of the dateset forth below.
|                                        |   | EXECUTIVE |
|----------------------------------------|--------|-----------|
|                                   |   |      |   |   |
|                                   |   |      |   |   |
|                                   |   | By:       |   |   |
|                                   |   |      |   | Name: |
|                                   |   |      |   | Date: |
|                                   |   |      |   |   |
|                                   |   |      |   |   |
| Sworn to and  subscribed before me     |   |      |   |   |
| this ___ day of  _____________, 20___. |   |      |   |   |
|                                   |   |      |   |   |
|                                   |   |      |   |   |
| Notary Public                          |   |      |   |   |
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|                                   |   |      |   |   |
|                                   |   |      |   | ACCEPTED AND  ACKNOWLEDGED BY |
|                                   |   |      |   | SENECA GAMING  CORPORATION |
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|                                   |   | By:       |   |   |
|                                   |   |      |   | Name: |
|                                   |   |      |   | Title: |
|                                   |   |      |   | Date: |

 

 

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