**EXHIBIT 10.2**

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**BLACKGAMING**

**LONGTERM INCENTIVE PLAN**

**Effectiveas of October 1, 2006**

 

 

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**BlackGaming Long Term Incentive Plan**

# **Section 1.****                           ****Establishment of Plan**

This Black Gaming Long Term Incentive Plan ishereby established by Virgin River Casino Corporation, a Nevada Corporation,B&BB, Inc., a Nevada Corporation, RBG, LLC, a Nevada Limited LiabilityCompany and CasaBlanca Resorts, LLC, a Nevada Limited Liability Company,(collectively referred to as the “Companies”) to be effective as of October 1,2006.

# **Section 2.****                           ****Definitions**

Whenever used in this Plan, the followingcapitalized terms shall have the meanings designated below:

## 2.1.          “Affiliate”shall mean any Person who controls, is controlled by or is under common controlwith one or more of the Companies.

## 2.2.          “AwardPercentage” shall mean the percentage, if any, applicable to a Participant, asdesignated in Exhibit A. A Participant’s Award Percentage, if any, may varyfrom one Fiscal Year to another, as designated in Exhibit A.

## 2.3.          “Beneficiary”shall mean the Person(s) designated by a Participant on forms provided by theCommittee to receive the payment, if any, described in Section 6.2(iii). AParticipant may change his or her designation on such forms at any time withoutthe consent of any existing Beneficiary or any other Person. In the event thata Participant fails to properly designate a Beneficiary, his or her Beneficiaryshall be his or her estate.

## 2.4.          “Board”shall mean Robert R. Black, Sr., Glenn Teixeira, their respective lawfulsuccessors and any other individuals who are elected and/or admitted from timeto time by all necessary corporate and limited liability company action, asapplicable.

## 2.5.          “Cause”shall have the same meaning as the term is used in a Participant’s writtenemployment agreement with one or more of the Companies and/or their Affiliates.If a Participant does not have such a written employment agreement, then “Cause”shall be deemed to exist if the Participant: (i) has been formally charged withor convicted of any felony, including any crime involving fraud, theft,embezzlement, dishonesty or moral turpitude; (ii) has been found unsuitable tohold a gaming license by a Gaming Authority; (iii) has failed to abide by anypolicies and/or procedures that are reasonably and consistently enforced by theCompanies and/or their Affiliates; (iv) has engaged in misconduct, failed tofollow a reasonable directive, including, without limitation, any reasonabledirective given by the Companies, or engaged in material inattention to thebusiness of the Companies and/or their Affiliates; (v) has failed to performthe duties required of the Participant up to the standards established by theCompanies and/or their Affiliates; (vi) has engaged in acts or omissions thatconstitute gross negligence or willful misconduct resulting, in either case, inmaterial economic harm to the Companies and/or their Affiliates; or (vii) hasengaged in excessive absenteeism.

## 2.6.          “Changein Control” shall be deemed to have occurred if: (i) there is a sale orexchange of outstanding stock of any class, as applicable, or membershipinterests in the Companies to a third party, the result of which leaves theExisting Majority Equity Holder with less than fifty percent (50%) of thebeneficial ownership in the surviving entity(ies); (ii) there is a sale of allor substantially all of the assets 

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## of the Companies; and/or (iii) Robert R. Black, Sr. is no longer theChief Executive Officer or equivalent of the Companies as a going gamingconcern. For purposes of this Section 2.6, “beneficial ownership” shall havethe same meaning as defined in Rules 13d- 13d-5 under the Securities ExchangeAct of 1934, as amended, except that a Person shall be deemed to have “beneficialownership” of all shares or membership interests that any such Person has theright to acquire, whether such right is immediately exercisable or only afterthe passage of time.

## 2.7.          “Committee”shall mean the individual or group of individuals appointed by the Board toadminister this Plan. If no such individual or group of individuals is soappointed by the Board, then the Board shall administer the Plan and serve asthe Committee.

## 2.8.          “Companies”shall mean Virgin River Casino Corporation, a Nevada Corporation, B&BB,Inc., a Nevada Corporation, RBG, LLC, a Nevada Limited Liability Company andCasaBlanca Resorts, LLC, a Nevada Limited Liability Company, collectively,including any successors thereto.

## 2.9.          “Debt”shall mean (i) the current and long term portion of the Companies’ debt(determined in accordance with Generally Accepted Accounting Principles), plus(ii) the fifteen million dollars ($15,000,000.00) owed to Mr. Michael Gaughanby R. Black, Inc. or its assignee(s), which was borrowed on December 20, 2004,including any paid or unpaid accrued interest on such debt.

## 2.10.        “Disability”or “Disabled” shall have the same meanings as the terms are used in aParticipant’s written employment agreement with one or more of the Companiesand/or their Affiliates. If a Participant does not have such a writtenemployment agreement, then “Disability” or “Disabled” shall have the samemeanings as the terms are used in the Companies’ then existing group long termdisability insurance program or any replacement or successor program.

## 2.11.        “EBITDA”shall mean the net earnings of the Companies for a Fiscal Year before takinginto account interest, taxes, depreciation, gains and losses on disposal ofassets, non-cash charges not normal in the course of business and non-operating income and losses, as reported on the Companies’ audited financialstatements for the Fiscal Year.

## 2.12.        “Employee”shall mean a full-time, salaried employee of one or more of the Companiesand/or their Affiliates.

## 2.13.        “EquityValue of the Companies” shall mean (i) with respect to the Fiscal Year endingon December 31, 2004, $27,628,000.00, and (ii) with respect to any Fiscal Yearending on or after December 31, 2005, the value determined by multiplying theEBITDA for such Fiscal Year by the Multiple, less the value of any Debt as ofthe end of such Fiscal Year, plus the value of the Companies’ unrestricted cash(determined in accordance with Generally Accepted Accounting Principles) as ofthe end of such Fiscal Year.

## 2.14.        “ExistingMajority Equity Holder” shall mean Robert R. Black, Sr.

## 2.15.        “FiscalYear” shall mean the year ending on December 31, which shall be the annualmeasurement period for purposes of this Plan.

## 2.16.        2.16“Gaming Authorities” shall mean the federal, state and local governmental,regulatory and administrative authorities, agencies, boards and officialsresponsible for or involved in the regulation of gaming or gaming activities inany jurisdiction and, within the State of Nevada, specifically, the NevadaGaming Commission and the Nevada State Gaming Control Board.

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## 2.17.        “GoodReason” shall have the same meaning as the term is used in a Participant’swritten employment agreement with one or more of the Companies and/or theirAffiliates. If a Participant does not have such a written employment agreement,then “Good Reason” shall never exist under any circumstances for purposes ofthis Plan.

## 2.18.        “LongTerm Incentive Award” shall mean the unvested award described in Section 5.

## 2.19.        “Multiple”shall mean 9.17, which represents the implied multiple used by Robert R. Black,Sr. to purchase the Companies on December 20, 2004. The Committee may amend theMultiple from time to time to reflect any changes in the multiples of existingpublic equity gaming companies, as determined by the Committee in its solediscretion; provided, however, that any such amendment of the Multiple shallnot apply to any then-outstanding Long Term Incentive Award.

## 2.20.        “Participant”shall mean an Employee who is eligible to participate in the Plan, as providedin Section 4.

## 2.21.        “Person”shall mean a natural person, any form of business and any other nongovernmentallegal entity, including, without limitation, a corporation, partnership, trustor limited liability company.

## 2.22.        “Plan”shall mean this Black Gaming Long Term Incentive Plan, as set forth herein andamended from time to time.

# S**ection 3.****                            ****Administration**

The Plan shall be administered by theCommittee. The Committee may delegate to any appropriate officers and/oremployees of one or more of the Companies and/or their Affiliatesresponsibility for administering the Plan.

Subject to the limitations of the Plan, theCommittee shall, in its sole discretion, (i) correct any defect or omission orreconcile any inconsistency in the Plan or in any award granted hereunder and(ii) make all other necessary determinations and take all other actionsnecessary or advisable for the implementation and administration of the Plan.The Committee’s determinations on matters within its authority shall beconclusive and binding upon all parties.

# **Section 4.****                           ****Eligibility andParticipation**

## 4.1.          *In General.*  The Employees eligible to participatein the Plan for the Fiscal Years ending on December 31, 2005 and December 31,2006 are designated in Exhibit A. Within the first one-hundred-eighty (180)days of each Fiscal Year ending on or after December 31, 2007, the Committeeshall designate the Employees eligible to participate in the Plan for theFiscal Year, and such designation shall be memorialized in Exhibit A. AnEmployee who is eligible to participate in the Plan shall be so notified inwriting by the Committee.

## 4.2.          *Change in Position.*If a Participant is promoted or demotedduring a Fiscal Year, the Committee may, in its sole discretion, elect toadjust his or her Award Percentage for such Fiscal Year in any reasonablemanner that it deems appropriate.

## 4.3.          *No Right to Participate. *NoParticipant or other Employee shall at any time have a right to be selected forparticipation in the Plan for any particular Fiscal Year, regardless of whetherhe or she 

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## previously participated in the Plan and/or any other incentivecompensation plan of the Companies and/or their Affiliates during one or moreother Fiscal Years.

# **Section 5.****                           ****Calculation of Awards**

## 5.1.          *Calculation of Awards in General.*Beginning with the FiscalYear ending on December 31, 2005, a Participant’s unvested Long Term IncentiveAward for each Fiscal Year, if any, shall be calculated as follows:

(i)            Determinethe change in Equity Value of the Companies by subtracting (a) the greater of(1) the Equity Value of the Companies as of December 31 of the previous FiscalYear or (2) the highest Equity Value of the Companies as of December 31 of anyFiscal Year ending on or after December 31, 2004, from (b) the Equity Value ofthe Companies as of December 31 of the current Fiscal Year;

(ii)           Ifthe change in Equity Value of the Companies determined in Subsection (i) aboveis zero or less, then the award for the current Fiscal Year shall be zero; and

(iii)          Ifthe change in Equity Value of the Companies determined in Subsection (i) aboveis greater than zero, then the award for the current Fiscal Year shall becalculated by multiplying such change in Equity Value by his or her AwardPercentage for such Fiscal Year, if any.

## 5.2.          *Calculation of Awards in the Event of a Change in Control.*NotwithstandingSection 5.1 above, if a Change in Control occurs during a Fiscal Year ending onor after December 31, 2006, then a Participant’s unvested Long Term IncentiveAward for such Fiscal Year, if any, shall be calculated as follows:

(i)            Determinethe change in Equity Value of the Companies by subtracting (a) the greater of(1) the Equity Value of the Companies as of December 31 of the previous FiscalYear or (2) the highest Equity Value of the Companies as of December 31 of anyFiscal Year ending on or after December 31, 2004, from (b) the netconsideration for the transaction(s) causing the Change in Control, taking intoaccount the disposition of any Debt;

(ii)           Ifthe change in Equity Value of the Companies determined in Subsection (i) aboveis zero or less, then the award for the Fiscal Year during which a Change inControl occurs shall be zero; and

(iii)          Ifthe change in Equity Value of the Companies determined in Subsection (i) aboveis greater than zero, then the award for the Fiscal Year during which a Changein Control occurs shall be calculated by multiplying such change in EquityValue by his or her Award Percentage for such Fiscal Year, if any.

# **Section 6.****                           ****Vesting, Forfeiture andPayment of Awards**

## 6.1.          *In General.*Each unvested Long Term Incentive Award of aParticipant, if any, which has notbeen forfeited pursuant to Section6.2 below, shall vest and bepaid to the Participant in cashas follows:

(i)            One-third(113) of the unvested Long Term Incentive Award shall vest and be paid onDecember 1 of the Fiscal Year that next follows the Fiscal Year to which theaward is attributable (for example, one-third (113) of an unvested Long TermIncentive Award attributable to the Fiscal Year 

 

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ending on December 31, 2005shall vest and be paid on December 1, 2006), provided that the Participantremains employed with one or more of the Companies and/or their Affiliates onsuch date;

(ii)           Anadditional one-third (1/3) of the unvested Long Term Incentive Award shall vestand be paid on December 1 of the second Fiscal Year that follows the FiscalYear to which the award is attributable (for example, an additional one-third(1/3) of an unvested Long Term Incentive Award attributable to the Fiscal Yearending on December 31, 2005 shall vest and be paid on December 1, 2007),provided that the Participant remains employed with one or more of theCompanies and/or their Affiliates on such date; and

(iii)          Theremaining one-third (1/3) of the unvested Long Term Incentive Award shall vestand be paid on December 1 of the third Fiscal Year that follows the Fiscal Yearto which the award is attributable (for example, the remaining one-third (113)of an unvested Long Term Incentive Award attributable to the Fiscal Year endingon December 31, 2005 shall vest and be paid on December 1, 2008), provided thatthe Participant remains employed with or more of the Companies and/or theirAffiliates on such date.

## 6.2.          *Termination of Employment.*In addition to what is providedin any employment agreement with a Participant, in the event of a terminationof a Participant’s employment with the Companies and all of their Affiliates,each unvested Long Term Incentive Award of the Participant, if any, which hasnot already been forfeited pursuant to this Section 6.2, shall be disposed ofas follows:

(i)            If(a) the Participant terminates his or her own employment without Good Reason or(b) the Companies and/or their Affiliates terminate the Participant’semployment for Cause, then all outstanding unvested Long Term Incentive Awardsshall be forfeited immediately on the effective date of such termination;

(ii)           If(a) the Companies and/or their Affiliates terminate the Participant’semployment without Cause, (b) the Participant terminates his or her ownemployment for Good Reason or (c) the termination of the Participant’semployment occurs subsequent to him or her becoming Disabled, then (1) anyportion of an outstanding unvested Long Term Incentive Award, if any, whichwould have been vested and paid on December 1 of the Fiscal Year in which thetermination occurs, shall vest on the effective date of such termination and bepaid to the Participant in cash within thirty (30) days of such effective dateand (2) all other outstanding unvested Long Term Incentive Awards shall beforfeited immediately on the effective date of such termination; and

(iii)          Ifthe termination of the Participant’s employment is as a result of his or herdeath, then (a) any portion of an outstanding unvested Long Term IncentiveAward, if any, which would have been vested and paid on December 1 of theFiscal Year in which the termination occurs, shall vest on the effective dateof such termination and be paid to the Participant’s Beneficiary in cash withinthirty (30) days of such effective date and (b) all other outstanding unvestedLong Term Incentive Awards shall be forfeited immediately on the effective dateof such termination.

## 6.3.          *Change in Control*. Inthe event of a Change in Control,each unvested Long Term Incentive Award of aParticipant, if any, which has not been forfeited pursuant to Section 6.2above, including, without limitation, any unvested Long Term Incentive Awardattributable to the Fiscal Year during which the Change in Control occurs,shall vest on the effective date of such Change in Control and be paid to theParticipant within thirty (30) days of such effective date; provided, however,that such payment shall be reduced by the amount of any payment to theParticipant on account of the Change in Control that is made pursuant to theParticipant’s written employment agreement with one or more of the Companiesand/or their Affiliates, if applicable.

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# S**ection 7.**                             **Amendmentand Modification**

Notwithstanding any other amendment provisionof any employment or other agreement to which this Plan is an exhibit and/orinto which this Plan is incorporated by reference, the Committee, in its sole discretion,with notice to all Participants, at any time and from time to time, may modifyor amend, in whole or in part, any or all of the provisions of the Plan, orsuspend or terminate the Plan entirely; provided, however, that in the event ofany such modification, amendment, suspension or termination, other than anamendment of the Multiple in accordance with Section 2.19, any Participant (orhis or her Beneficiary, as the case may be) who is an Employee on the effectivedate thereof shall be entitled to no less of a payment hereunder than theamount he or she would have otherwise received based upon the terms andprovisions of the Plan, as in effect immediately prior to such modification,amendment, suspension or termination, with respect to any then outstanding LongTerm Incentive Award.

# **Section 8**.                            **Miscellaneous**

## 8.1.          *Employment Status.*The Plan does *notconstitute a contract of*employment *or*continuedservice, nor does it supersede or replace any existing employment agreementwith a Participant, and selection as a Participant shall not give any Employeethe right to be retained in the employ of the Companies or any of theirAffiliates.

## 8.2.          *Unsecured General Creditor.*Participants and their heirs,successors and assigns shall have no legal or equitable rights, interests orclaims in any property or assets of the Companies or any of their Affiliates byvirtue of participation in the Plan. The Companies’ obligations under the Planshall be that of an unfunded and unsecured promise of the Companies to pay moneyin the future.

## 8.3.          *Nonassignability.*No Participant or any other person shallhave any right to commute, sell, assign, transfer, pledge, anticipate, mortgageor otherwise encumber, transfer, hypothecate or convey in advance of actualreceipt of the amounts, if any, payable hereunder, or any part thereof, whichare, and all right to which are, expressly declared to be unassignable andnon-transferable. No part of the amounts payable shall, prior to actualpayment, be subject to seizure or sequestration for the payment of any debts,judgment, alimony or separate maintenance owed by a Participant or any otherperson, nor be transferable by operation of law in the event of a Participant’sor any other person’s bankruptcy or insolvency.

## 8.4.          *Governing Law.*The Plan, and all agreements hereunder, shallbe governed by and construed in accordance with the laws of the State ofNevada.

## 8.5.          *Withholding Taxes.*The Companies and/or their Affiliatesshall have the right to deduct from all payments under the Plan any Federal,State or local taxes required by law to be withheld with respect to suchpayments.

## 8.6.          *Gender and Number.*Except where otherwise indicated by thecontext, any masculine term used in the Plan shall also include the feminine,the plural shall include the singular and the singular shall include theplural.

## 8.7.          *Severability.*In the event any provision of the Plan shallbe held illegal or invalid for any reason, the illegality or invalidity shallnot affect the remaining parts of the Plan, and the Plan shall be construed andenforced as if the illegal or invalid provision had not been included.

## 8.8.          *Costs of the Plan.*All costs of implementing andadministering the Plan shall be borne by the Companies and/or their Affiliates.

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## 8.9.          *Successors.*All obligations of the Companies under the Planshall be binding upon and inure to the benefit of any successors to theCompanies, whether the existence of any such successor is the result of adirect or indirect purchase, merger, consolidation or otherwise, of all orsubstantially all of the business and/or assets of one or more of theCompanies.

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This Black Gaming Long Term Incentive Plan isexecuted by the Companies on the dates set forth below, to be effective as ofOctober 1, 2006.

 
|        | VIRGIN  RIVER CASINO CORPORATION |
|--------|----------------------------------|
|   | By:                              |   |   |   |
|        |                             | Name: |   |   |
|   |                             | Title: |   | CEO |
|   |                             | Date: |   | 10-06 |

 

 
|        | B&BB,  INC |
|--------|----------------|
|   | By:            |   |   |   |
|        |           | Name: |   |   |
|   |           | Title: |   | CEO |
|   |           | Date: |   | 10-06 |

 

 
|        | RBG,  LLC |
|--------|-----------|
|   | By:       |   |   |   |
|        |      | Name: |   |   |
|   |      | Title: |   | Managing Member |
|   |      | Date: |   | 10-06 |

 

 
|        | Casablanca  Resorts, LLC |
|--------|--------------------------|
|   | By:                      |   |   |   |
|        |                     | Name: |   |   |
|   |                     | Title: |   | Managing Member |
|   |                     | Date: |   | 10-06 |

 

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**Exhibit ADesignation of Participants and Award Percentages**

 
| Fiscal Year ending on  December 31, 2005 |
|------------------------------------------|
| ** **                               | **Participant Name** | ** ** | ** ** | ** ** | **Award Percentage** | ** ** |
| Jonathan Lowenhar                        |   | 1.25% |
| Curt Mayer                               |   | 1.25% |
| Scott DeAngelo                           |   | 0.625% |
| Anthony George                           |   | 0.625% |
| Peter Wu                                 |   | 0.625% |
| Total Award Percentages:                 |   | 4.375% |

 
| Fiscal Year ending on  December 31, 2006 |
|------------------------------------------|
| ** **                               | **Participant Name** | ** ** | ** ** | ** ** | **Award Percentage** | ** ** |
| Jonathan Lowenhar                        |   | 1.25% |
| Curt Mayer                               |   | 1.25% |
| Scott DeAngelo                           |   | 0.625% |
| Anthony George                           |   | 0.625% |
| Peter Wu                                 |   | 0.625% |
| Total Award Percentages:                 |   | 4.375% |

 
| Fiscal Year ending on  December 31, 2007 |
|------------------------------------------|
| ** **                               | **Participant Name** | ** ** | ** ** | ** ** | **Award Percentage** | ** ** |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |

 
| Fiscal Year ending on  December 31, 2008 |
|------------------------------------------|
| ** **                               | **Participant Name** | ** ** | ** ** | ** ** | **Award Percentage** | ** ** |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |

 

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| Fiscal Year ending on  December 31, 2009 |
|------------------------------------------|
| ** **                               | **Participant Name** | ** ** | ** ** | ** ** | **Award Percentage** | ** ** |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |

 
| Fiscal Year ending on  December 31, 2010 |
|------------------------------------------|
| ** **                               | **Participant Name** | ** ** | ** ** | ** ** | **Award Percentage** | ** ** |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |

 

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