Exhibit
10.28


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”) is entered into as of October 29, 2003 by and between Poster
Financial Group, Inc. (“Employer”), and Maurice Wooden (“Employee”).


 


1.                                       Employment.  Employer hereby employs
Employee, and Employee hereby accepts employment by the Employer, as Employer’s
Chief Operating Officer to perform such executive, managerial or administrative
duties, commensurate with Employee’s position, as Employer may specify from
time to time, during the Specified Term (as defined in Section 2).


 


2.                                       Effective Date; Specified Term.  This Agreement shall be effective on the Closing Date as such term
is defined in the Stock Purchase Agreement, dated as of June 24, 2003 (the
“Stock Purchase Agreement”), by and among MGM MIRAGE, Mirage Resorts,
Incorporated, GNLV, CORP., GNL CORP., Golden Nugget Experience, LLC and
Employer.  Subject to earlier
termination as provided herein, the term of the Employee’s employment hereunder
shall commence on the Closing Date and terminate on the third anniversary
thereof (the “Specified Term”). If Employee remains employed by Employer
following the Specified Term, any such employment shall be on an at will basis
unless the parties agree in writing to extend the Specified Term.  This Agreement shall be null and void and of
no force and effect if the Closing, as such term is defined in the Stock
Purchase Agreement, does not occur.


 


3.                                       Signing Bonus.   On
the first regularly scheduled payroll date of the Employer following the Closing
Date, Employer will pay Employee a signing bonus in the amount of $200,000,
which amount shall be grossed up so that the net amount received by Employee,
after reduction for all taxes required to be withheld by Employer with respect
to such amount is $200,000. If, within ninety (90) days following the Closing
Date, either (1) Employer terminates Employee’s employment for Cause (as
defined in Section 16) or (2) Employee terminates his employment without Good
Reason (as defined in Section 17), then Employee shall make a lump sum cash
payment to Employer of $200,000 within five (5) business days of the date the
Employee’s employment is so terminated.


 


4.                                       Base Salary.  During the Specified Term, in
consideration of the performance by Employee of Employee’s obligations
hereunder to Employer and its parents, subsidiaries, affiliates and joint
ventures (collectively, the “Employer Group”), in any capacity (including any
service as a director), Employer shall pay Employee an annual base salary of
not less than $500,000 (the “Base Salary”). 
The Base Salary shall be payable in accordance with the payroll
practices of Employer as in effect from time to time for Employer’s senior
executives.


 


5.                                       Bonus
Compensation.  Employee
shall be eligible to receive such annual or other bonuses as may be determined
in the sole discretion of Employer’s Board of Directors (the “Board”).


 


1

















 


a.                                       Notwithstanding the foregoing,
Employer shall pay Employee, on or prior to each of the first three
anniversaries of the Closing Date, a minimum annual bonus equal to twenty-five
percent (25%) of Employee’s then current Base Salary; provided  that
Employee is employed by Employer on the relevant payment date.


 


b.                                      With respect to each Performance
Period (as defined in Exhibit B) (and notwithstanding the fact that the
totality of such Performance Periods may not occur during the Specified Term),
Employee shall be eligible to receive a Performance Bonus (as defined in
Exhibit B), based on the attainment of the applicable EBITDA Target specified
in Exhibit B.  A Performance Bonus, if
payable, shall be paid to Employee by the Employer within ninety (90) days
following the end of the applicable Performance Period (each, a “Payment
Date”).  Except as otherwise provided in
Section 17 of this Agreement, in the event Employee’s employment with Employer
is terminated for any reason prior to a Payment Date, Employee shall not be
eligible to receive a Pro Rata Performance Bonus (as defined in Exhibit B) that
would otherwise have been payable on such Payment Date or any subsequent
Performance Bonus.  Notwithstanding
anything to the contrary contained in this Agreement, if Employee is employed
by Employer on the last day of the Specified Term, Employee shall be eligible
to receive a Performance Bonus in respect of Performance Period 3
notwithstanding any subsequent termination of Employee’s employment prior to
the date of payment of such Performance Bonus.


 


6.                                       Employee Benefit Programs. 
During the Specified Term, Employee shall be entitled to participate in
Employer’s employee benefit plans as are generally made available from time to
time to Employer’s senior executives, subject to the terms and conditions of
such plans, and subject to Employer’s right to amend, terminate or take other
similar actions with respect to such plans.


 


7.                                       Business Expense Reimbursements. 
Employer will pay or reimburse Employee for all reasonable out-of-pocket
expenses, including travel expenses, Employee incurs during the Specified Term
in the course of performing Employee’s duties under this Agreement upon timely
submission of appropriate documentation to Employer, as prescribed from time to
time by Employer.


 


8.                                       Car
Allowance.  During the Specified
Term, Employer shall provide Employee with a monthly car allowance of $1,200.


 


9.                                       Extent
of Services.   Employee agrees that the duties and services
to be performed by Employee shall be performed exclusively for members of the
Employer Group.  Employee further agrees
to perform such duties in an efficient, trustworthy and businesslike
manner.  Employee agrees not to render
to others any service of any kind whether or not for compensation, or to engage
in any other business activity whether or not for compensation, that is similar
to or conflicts with the performance of Employee’s duties under this Agreement,
without the written approval of the Board.


 


2

















 


10.                                 Policies and Procedures. 
In addition to the terms herein, Employee agrees to be bound by Employer’s
policies and procedures as they may be amended by Employer from time to
time.  In the event the terms in this
Agreement conflict with Employer’s policies and procedures, the terms herein
shall take precedence.  Employer
recognizes that it has a responsibility to see that its employees understand
the adverse effects that problem gambling and underage gambling can have on
individuals and the gaming industry as a whole.  Employee acknowledges having read Employer’s policies, procedures
and manuals and agrees to abide by the same, including but not limited to
Employer’s policy of prohibiting underage gaming and supporting programs to
treat compulsive gambling.


 


11.                                 Licensing Requirements. 
Employee acknowledges that Employer is engaged in a business that is or
may be subject to and exists because of privileged licenses issued by
governmental authorities in Nevada and other jurisdictions in which Employer is
engaged or has applied or during the Specified Term may apply to engage in the
gaming business.  If requested to do so
by Employer, Employee shall apply for and obtain any license, qualification,
clearance or the like which shall be requested or required of Employee by any
regulatory authority having jurisdiction over Employer.


 


12.                                 Failure
to Satisfy Licensing Requirement. 
If Employee fails to satisfy any licensing requirement referred to in
Section 11 above, or if any governmental authority directs the Employer to
terminate any relationship it may have with Employee, or if Employer shall
determine, in Employer’s sole and exclusive judgment, that Employee was, is or
might be involved in, or is about to be involved in, any activity,
relationship(s) or circumstance which could or does jeopardize Employer’s
business, reputation or such licenses, or if any such license is threatened to
be, or is, denied, curtailed, suspended or revoked, this Agreement may be
terminated by Employer and the parties’ obligations and responsibilities shall
be determined by the provisions of Section 16.


 


13.                                 Restrictive
Covenants.


 


a.                                       Competition. 
Employee acknowledges that, in the course of Employee’s responsibilities
hereunder, Employee will form relationships and become acquainted with certain
confidential and proprietary information as further described in Section
13(b).  Employee further acknowledges
that such relationships and information are and will remain valuable to the
Employer Group and that the restrictions on future employment, if any, are
reasonably necessary in order for Employer to remain competitive in the gaming
industry.  In recognition of Employer’s
heightened need for protection from abuse of relationships formed or
information garnered before and during the Specified Term of the Employee’s
employment hereunder, Employee covenants and agrees for the twelve (12) month
period immediately following termination of employment for any reason, unless
such employment is terminated by Employer without Cause or by Employee for Good
Reason (as such terms are defined below) (the “Restrictive Period”), not to
directly or indirectly be employed by, provide consultation or other services
to, engage or participate in, provide advice, information or assistance to,
fund or invest in, or otherwise be connected or associated in any way or manner
with, any


 


3

















 


firm, person, corporation or other entity
which is either directly, indirectly or through an affiliated company or
entity, engaged in gaming or proposes to engage in gaming in the State of
Nevada, or in or within a 150 mile radius of any other jurisdiction in which
any member of the Employer Group during the Restrictive Period is engaged in
gaming or proposes to engage in gaming (“Competitor”).  The covenants under this Section 13(a)
include but are not limited to Employee’s covenant not to:


 


i.                                          Make known to any third party the
names and addresses of any of the customers of any member of the Employer
Group, or any other information pertaining to those customers;


 


ii.                                       Call on, solicit, induce to leave
and/or take away, or attempt to call on, solicit, induce to leave and/or take
away, any of the customers of any member of the Employer Group, either for
Employee’s own account or for any third party;


 


iii.                                    Call on, solicit and/or take away,
any potential or prospective customer of any member of the Employer Group, on
whom the Employee called or with whom Employee became acquainted during
employment (either before or during the Specified Term) by any member of the
Employer Group, either for Employee’s own account or for any third party; and


 


iv.                                   Approach or solicit any employee or
independent contractor of any member of the Employer Group with a view towards
enticing such person to leave the employ or service of any member of the
Employer Group, or hire or contract with any employee or independent contractor
of any member of the Employer Group, without the prior written consent of the
Employer, such consent to be within Employer’s sole and absolute discretion.


 


b.                                      Confidentiality. 
Employee covenants and agrees that Employee shall not at any time during
the Specified Term or thereafter, without Employer’s prior written consent,
such consent to be within Employer’s sole and absolute discretion, disclose or
make known to any person or entity outside of the Employer Group any Trade
Secret (as defined below), or proprietary or other confidential information
concerning any member of the Employer Group, including without limitation,
Employer’s customers and its casino, hotel and marketing practices, procedures,
management policies or any other information regarding any member of the
Employer Group which is not already and generally known to the public through
no wrongful act of Employee or any other party.  Employee covenants and agrees that Employee shall not at any time
during the Specified Term, or thereafter, without the Employer’s prior written
consent, utilize any such Trade Secrets, proprietary or confidential
information in any way, including communications with or contact with any such
customer other than in connection with employment hereunder.  Not by way of limitation but by way of
illustration,


 


4

















 


Employee agrees that such Trade Secrets,
proprietary or confidential information specifically include, but are not
limited to, those documents and reports set forth on Exhibit A attached
hereto. For purposes of this Section 13, Trade Secrets is defined as
information (including, but not limited to, all information, materials or terms
included within the Nevada Revised Statutes (“NRS”)), including a
formula, pattern, compilation, program, device, method, know-how, technique or
process, that derives economic value, present or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who may or could obtain any economic value from its disclosure or
use.


 


c.                                       Former Employer Information. 
Employee will not intentionally, during the Specified Term, improperly
use or disclose any proprietary information or Trade Secrets of any former
employer or other person or entity and will not bring onto the premises of the
Employer any unpublished document or proprietary information belonging to any
such employer, person or entity unless consented to in writing by such
employer, person or entity.


 


d.                                      Third Party Information. 
Employee acknowledges that Employer and other members of the Employer
Group have received and in the future will receive from third parties their
confidential or proprietary information subject to a duty to maintain the
confidentiality of such information and to use it only for certain limited
purposes.  Employee will hold all such
confidential or proprietary information in the strictest confidence and will
not disclose it to any person or entity or to use it except as necessary in
carrying out Employee’s duties hereunder consistent with Employer’s (or such
other member of the Employer Group’s) agreement with such third party.


 


e.                                       Employer’s Property. 
Employee hereby confirms that Trade Secrets, proprietary or confidential
information and all information concerning customers who utilize the goods,
services or facilities of any hotel and/or casino owned, operated or managed by
Employer constitute Employer’s exclusive property (regardless of whether
Employee possessed or claims to have possessed such information prior to the
date hereof).  Employee agrees that upon
termination of employment, Employee shall promptly return to the Employer all
notes, notebooks, memoranda, computer disks, and any other similar repositories
of information (regardless of whether Employee possessed such information prior
to the date hereof) containing or relating in any way to the Trade Secrets or
proprietary or confidential information of each member of the Employer Group,
including but not limited to, the documents referred to in Section 13(b).  Such repositories of information also
include but are not limited to any so-called personal files or other personal
data compilations in any form, which in any manner contain any Trade Secrets or
proprietary or confidential information of any member of the Employer Group.


 


f.                                         Notice to Employer. 
Employee agrees to notify Employer immediately of any employers for whom
Employee works or provides services (whether or not for


 


5

















 


remuneration to Employee or a third party)
during the Specified Term or within the Restrictive Period.  Employee further agrees to promptly notify
Employer, during Employee’s employment with Employer, of any contacts made by
any gaming licensee which concern or relate to an offer of future employment
(or consulting services) to Employee.


 


14.                                 Representations.   Employee hereby represents, warrants and agrees with Employer
that:


 


a.                                       The covenants and agreements
contained in Sections 9 and 13 above are reasonable, appropriate and suitable
in their geographic scope, duration and content; the Employer’s agreement to
employ the Employee and a portion of the compensation and consideration to be
paid to Employee hereunder, is in partial consideration for such covenants and
agreements; the Employee shall not, directly or indirectly, raise any issue of
the reasonableness, appropriateness and suitability of the geographic scope,
duration or content of such covenants and agreements in any proceeding to
enforce such covenants and agreements;  and
such covenants and agreements shall survive the termination of this Agreement,
in accordance with their terms;


 


b.                                      The enforcement of any remedy under
this Agreement will not prevent Employee from earning a livelihood, because
Employee’s past work history and abilities are such that Employee can
reasonably expect to find work in other areas and lines of business;


 


c.                                       The covenants and agreements stated
in Sections 9, 11, 12 and 13 above are essential for the Employer’s reasonable
protection;


 


d.                                      Employer has reasonably relied on
these covenants and agreements by Employee; and


 


e.                                       Employee has the full right to enter
into this Agreement and by entering into and performance of this Agreement will
not violate or conflict with any arrangements or agreements Employee may have
or agreed to have with any other person or entity.


 


Additionally,
Employee agrees that in the event of Employee’s breach or threatened breach of
any covenants and agreements set forth in Sections 9 and 13 above, Employer may
seek to enforce such covenants and agreements through any equitable remedy,
including specific performance or injunction, without waiving any claim for
damages.  In any such event, Employee
waives any claim that the Employer has an adequate remedy at law or for the
posting of a bond.


 


15.                                 Termination
for Death or Disability.  Employee’s
employment hereunder shall terminate upon Employee’s death or Disability (as
defined below).  In the event of
Employee’s death or Disability, Employee (or Employee’s estate or beneficiaries
in the case of death) shall have no right to receive any compensation or
benefit hereunder or otherwise from any member of the Employer Group on and
after the effective date of termination of employment other than (1) unpaid
Base Salary earned to the date of termination of employment (which shall be
paid on Employer’s next scheduled payroll date), (2) any


 


6

















 


earned but unpaid bonus then
payable to Employee (which shall be paid on Employer’s next scheduled payroll
date), (3) business expense reimbursement pursuant to Section 7, (4) benefits
provided pursuant to Section 6, subject to the terms and conditions applicable
thereto and (5) continued Base Salary payments for three (3) months from the
date of termination of employment to be paid in accordance with Employer’s
scheduled payroll practices (in the case of Disability, offset by amounts
payable to Employee pursuant to any disability plan sponsored by any member of
the Employer Group). For purposes of this Section 15, Disability is defined as
Employee’s incapacity, certified by a licensed physician selected by Employer
(“Employer’s Physician”), which precludes Employee from performing the
essential functions of Employee’s duties hereunder for a substantial portion of
any consecutive period of six (6) months or more.  In the event Employee disagrees with the conclusions of the
Employer’s Physician, Employee (or Employee’s representative) shall designate a
physician (“Employee’s Physician”), and Employer’s Physician and Employee’s
Physician shall jointly select a third physician (“Third Physician”), who shall
make the determination which determination shall be final and binding on the
parties hereto.  Employee hereby
consents to any examination or to provide or authorize access to any medical
records that may be reasonably required by Employer’s Physician or the Third
Physician in connection with any determination to be made pursuant to this
Section 15.


 


16.                                 Termination
by Employer for Cause.  Employer may
terminate Employee’s employment hereunder for Cause (as defined below) at any
time.  If Employer terminates Employee’s
employment for Cause, Employee shall have no right to receive any compensation
or benefit hereunder or otherwise from any member of the Employer Group on and
after the effective date of termination of employment other than (1) unpaid
Base Salary earned to the date of termination of employment (which shall be
paid on Employer’s next scheduled payroll date), (2) business expense reimbursement
pursuant to Section 7, and (3) benefits provided pursuant to Section 6, subject
to the terms and conditions applicable thereto.  For purposes of this Section 16, Cause is defined as Employee’s
(a) failure to abide by Employer’s policies and procedures, (b) misconduct,
insubordination, or inattention to Employer’s business, (c) failure to perform
the duties required of Employee up to the standards established by the Board,
or other material breach of this Agreement (other than as a result of a Disability),
or (d) failure or inability to satisfy the requirements stated in Section 12
above.  Notwithstanding the foregoing,
prior to terminating Employee’s employment hereunder for Cause (x) Employee
shall be given written notice that Employer intends to terminate Employee’s
employment for Cause, which notice shall reasonably specify the grounds which
are the basis for the decision to terminate Employee’s employment for Cause,
and (y) if the conduct which constitutes the grounds is capable of being cured,
in the reasonable determination of the Board, Employee shall be given the
opportunity within thirty (30) calendar days of receipt of such notice to cure
such conduct, provided Employee has advised Employer in writing within five (5)
calendar days of receipt of such notice of Employee’s intention to cure such
conduct.  If the Board determines that
Employee has not cured, on or prior to the expiration of such thirty (30) day
period, Employee shall be terminated for Cause at the expiration of such thirty
(30) day period.  Notwithstanding the
foregoing, if Employee receives more than


 


7

















 


two (2) notices relating to the
same or similar conduct pursuant to this Section 16, or if such notices are
sent within forty (40) days of one another and relate to the same or similar
conduct, Employee shall no longer have the opportunity to cure and the
termination of employment for Cause shall be effective upon the receipt of such
notice. If Employee is a member of the Board, Employee hereby recuses himself
from the deliberations and vote of the Board regarding such subject matter.


 


17.                                 Termination
by Employer other than for Cause; Termination by Employee for Good Reason.  Employer may, at any time, terminate
Employee’s employment hereunder without Cause by delivering a written notice of
termination.  Employee may, with thirty
(30) days’ prior written notice to Employer, terminate Employee’s employment
hereunder for Good Reason (as defined below). Such notice shall reasonably specify
the grounds for Employee’s decision to terminate employment for Good Reason. If
Employer shall terminate Employee’s employment hereunder other than for (x)
Cause, (y) death or (z) Disability or if Employee terminates Employee’s
employment hereunder for Good Reason, then Employee shall have no right to
receive any compensation or benefit hereunder or otherwise from any member of
the Employer Group on and after the effective date of termination of employment
other than (1) Base Salary payments to the third anniversary of the Closing
Date, to the extent unpaid at the date of termination and paid in accordance
with Employer’s scheduled payroll practices, (2) any earned but unpaid bonus
(including any Performance Bonus in respect of any completed Performance Period
for which the applicable EBITDA target has been met) then payable to Employee
(which shall be paid on Employer’s next scheduled payroll date), (3) business
expense reimbursement pursuant to Section 7, (4) a Pro Rata Performance Bonus
(as defined in Exhibit B), and (5) continued coverage, at no cost to Employee
or his then covered dependents, under Employer’s health and insurance programs
until the third anniversary of the Closing Date; provided, however, that (a) if
such continued coverage is not permitted under the terms of such plans, then
Employer shall provide Employee and his dependents substantially similar
coverage and (b) if Employee becomes eligible for health and insurance coverage
from a new employer (and any benefits received by or made available to Employee
shall be reported by Employee to Employer), then Employer’s obligations
pursuant to this clause (5) shall cease. The payments and benefits to be
provided pursuant to this Section 17 upon termination of Employee’s employment
shall constitute the exclusive payments in the nature of severance, termination
pay or salary continuation which shall be due to the Employee and shall be in
lieu of any other such payments or benefits under any plan, program, policy or
arrangement which has heretofore been or shall hereafter be established by any
member of the Employer Group.  For
purposes of this Section 17, Good Reason is defined as (a) the failure of
Employer to pay Employee any compensation due to Employee or (b) a material
reduction in the scope of duties or responsibilities of Employee that have not
been agreed to by Employee.  Employee
shall provide Employer with a period of ten (10) business days to cure the
conduct that constitutes Good Reason.


 


18.                                 Termination
by Employee other than for Good Reason. 
Employee may terminate Employee’s employment hereunder without Good
Reason upon thirty (30) days’ prior


 


8

















 


written notice to Employer. If
Employee shall terminate his employment other than for (x) Good Reason, (y)
death or (z) Disability, Employee shall have no right to receive any
compensation or benefit hereunder or otherwise from any member of the Employer
Group on and after the effective date of termination of employment other than
(1) unpaid Base Salary earned to the date of termination of employment (which
shall be paid on Employer’s next scheduled payroll date), (2) any earned but
unpaid bonus then payable to Employee (which shall be paid on Employer’s next
scheduled payroll date), (3) business expense reimbursement pursuant to Section
7 and (4) benefits provided pursuant to Section 6, subject to the terms and
conditions applicable thereto.


 


19.                                 Release;
Full Satisfaction. Notwithstanding any provision in Section 17 hereof, no
payments or benefits shall be provided pursuant to Section 17 or Section 15
upon a termination of employment for Disability that are in addition to the
payments or benefits that would be provided pursuant to Section 18, unless and
until Employee executes and delivers a standard form of general release of
claims, and such release has become irrevocable; provided, however, that
Employee shall not be required to release any indemnification rights or
continuing rights to benefits under Employer’s benefit plans, in accordance
with the terms and conditions of such plans.


 


20.                                 Cooperation
Following Termination. Following termination of employment of Employee’s
employment hereunder for any reason, Employee agrees to reasonably cooperate
with Employer upon the reasonable request of the Board and to be reasonably
available to Employer with respect to matters arising out of Employee’s
services to any member of the Employer Group. 
Employer shall reimburse, or at Employee’s request, advance Employee for
expenses reasonably incurred in connection with such matters.


 


21.                                 Interpretation;
Each Party the Drafter.


 


a.                                       THE BOARD (OR ANY AUTHORIZED
COMMITTEE THEREOF) SHALL MAKE ANY EBITDA CALCULATION OR DETERMINATION,
INCLUDING THE CALCULATION OF EBITDA AND THE DETERMINATION OF WHETHER AN EBITDA
TARGET HAS BEEN MET, UNDER THIS AGREEMENT IN GOOD FAITH AND CONSISTENT WITH THE
APPLICABLE DEFINITIONS SET FORTH IN EXHIBIT B, WHICH CALCULATIONS AND
DETERMINATIONS SHALL BE FINAL AND BINDING ON THE PARTIES HERETO.


 


b.                                      THIS AGREEMENT IS THE PRODUCT OF EXTENSIVE
DISCUSSIONS AND NEGOTIATIONS BETWEEN THE PARTIES.  EACH OF THE PARTIES WAS REPRESENTED BY OR HAD THE OPPORTUNITY TO
CONSULT WITH COUNSEL WHO EITHER PARTICIPATED IN THE FORMULATION AND
DOCUMENTATION OF, OR WAS AFFORDED THE OPPORTUNITY TO REVIEW AND PROVIDE
COMMENTS ON, THIS AGREEMENT.  ACCORDINGLY, THIS AGREEMENT AND
THE PROVISIONS CONTAINED IN IT SHALL NOT BE CONSTRUED OR INTERPRETED FOR OR
AGAINST ANY PARTY TO THIS AGREEMENT BECAUSE THAT


 


9

















 


PARTY DRAFTED OR CAUSED THAT PARTY’S LEGAL
REPRESENTATIVE TO DRAFT ANY OF ITS PROVISIONS.


 


22.                                 Indemnification.  Employer shall indemnify Employee to the
fullest extent permitted by Nevada law and the articles of incorporation and
bylaws of the Employer.  Such indemnification
shall include, without limitation, the following:


 


a.                                       Indemnification Involving Third
Party Claims.    Employer shall indemnify Employee if Employee is a party to or is
threatened to be made a party to or otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (each a “Claim”), other than a Claim by
or in the name of Employer or any entity in the Employer Group, by reason of
the fact that Employee is or was serving as an officer, director, employee or
agent of Employer or any entity in the Employer Group, or is or was serving at
the request of Employer as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or otherwise (each an “Indemnifiable
Event”), against all expenses, including attorneys’ fees, judgments, fines,
and amounts paid in settlement (collectively, “Expenses”) actually and
reasonably incurred by Employee in connection with the investigation, defense,
settlement or appeal of such Claim, if Employee either is not liable pursuant
to NRS Section 78.138 or acted in good faith and in a manner Employee
reasonably believed to be in or not opposed to the best interests of Employer
and, in the case of a criminal Claim, in addition had no reasonable cause to
believe that his conduct was unlawful.


 


b.                                      Indemnity in Derivative Actions. 
Employer shall indemnify Employee if Employee is a party to or
threatened to be made a party to or otherwise involved in any Claim by or in
the name of Employer to procure a judgment in its favor by reason of an
Indemnifiable Event, against all Expenses actually and reasonably incurred by
Employee in connection with the investigation, defense, settlement or appeal of
such Claim, but only if Employee is not liable pursuant to NRS Section 78.138
or acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interest of Employer, except that no indemnification
under this Section 22(b) shall be made for any Claim, issue or matter to which
the Employee has been adjudged by a court of competent jurisdiction, after the
exhaustion of all appeals therefrom, to be liable to Employer or any entity in
the Employer Group or for amounts paid in settlement to any entity in the
Employer Group, unless and only to the extent that any court in which such
Claim is brought or other court of competent jurisdiction determines upon
application that, in view of all the circumstances of the case, Employee is
fairly and reasonably entitled to indemnification for such amounts as the court
shall deem proper.


 


c.                                       Determination of Appropriateness of
Indemnification.  Notwithstanding the foregoing, the
obligations of Employer under Sections 22(a) and 22(b) shall be subject to the
condition that, unless ordered by a court or advanced pursuant to Section 22(d)
below, a determination shall have been made that indemnification is


 


10

















 


proper under the specific circumstances
pursuant to and in accordance with NRS Section 78.751, as in effect from time
to time.


 


d.                                      Advancement of Expenses. 
Employer shall pay the Expenses of Employee as they are incurred and in
advance of the final disposition of a Claim (an “Expense Advance”).  Any Expense Advance to be made hereunder
shall be paid by Employer to Employee as soon as practicable, but in any event
no later than twenty (20) business days after written demand by Employee
therefor to Employer.  Notwithstanding
the foregoing, if Employee is an officer or director of Employer, the
obligation of Employer to make an Expense Advance shall be conditioned upon
receipt by Employer of an undertaking by or on behalf of Employee to repay the
amount advanced if it is ultimately determined by a court of competent
jurisdiction (in a final judicial determination as to which all rights of
appeal have been exhausted or lapsed) that Employee is not entitled to be
indemnified by Employer.


 


e.                                       Mandatory Payment of Expenses. 
Notwithstanding any other provision of this Agreement, to the extent
that Employee has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, in defense of
any Claim regarding any Indemnifiable Event, Employee shall be indemnified against
all Expenses actually and reasonably incurred by Employee in connection
therewith.


 


f.                                         Indemnification for Defense Only. 
The indemnification authorized by this Section 22 does not include any
actions, suits or proceedings initiated by Employee against Employer or any
entity in the Employer Group.


 


g.                                      Settlement of Claims. 
Neither Employee nor Employer shall settle any Claim without the prior
written consent of the other (such consent not to be unreasonably withheld or
delayed).


 


23.                                 Severability.
 If any provision hereof is
unenforceable, illegal, or invalid for any reason whatsoever, such fact shall
not affect the remaining provisions hereof, except in the event a law or court
decision, whether on application for declaration, or preliminary injunction or
upon final judgment, declares one or more of the provisions of this Agreement
that impose restrictions on Employee unenforceable or invalid because of the
geographic scope or time duration of such restriction.  In such event, Employer shall have the
option:


 


(A)                              To
deem the invalidated restrictions retroactively modified to provide for the
maximum geographic scope and time duration that would make such provisions
enforceable and valid; or


 


(B)                                To
terminate this Agreement pursuant to Section 16.


 


11

















 


Exercise of
any of these options shall not affect Employer’s right to seek damages or such
additional relief as may be allowed by law in respect to any breach by Employee
of the enforceable provisions of this Agreement.


 


24.                                 Survival.  Notwithstanding anything in this Agreement
to the contrary, to the extent applicable, Section 3 and Sections 13 through
and including this Section 24 shall survive the termination of this Agreement.


 


25.                                 Notice.   For purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given (i) when personally delivered, (ii) the
business day following the day when deposited with a reputable and established
overnight express courier (charges prepaid), or (iii) five (5) days following
mailing by certified or registered mail, postage prepaid and return receipt
requested.  Unless another address is
specified, notices shall be sent to the addresses indicated below:


 


To Employer:


 


Poster Financial Group, Inc.


2960 West Sahara, Suite 200


Las Vegas, Nevada 89102


 


 


	
  With a copy to:

  	
   

  
	
   

  	
   

  
	
  Skadden, Arps, Slate,
  Meagher & Flom LLP

  	
   

  
	
  Four Times Square

  	
   

  
	
  New York, New York
  10036

  
	
  Attention:

  	
  Wallace L. Schwartz,
  Esq.

  Howard L. Ellin, Esq.

  
			



 


 


To Employee:


 


Maurice Wooden


2264 Loring Avenue


Henderson, Nevada  89074


 


or
to such other address as either party shall have furnished to the other in
writing in accordance herewith.


 


26.                                 Tax
Withholding.  Notwithstanding any
other provision of this Agreement, Employer may withhold from any amounts
payable under this Agreement, or any other benefits received pursuant hereto,
such Federal, state, local and other taxes as shall be required to be withheld
under any applicable law or regulation.


 


12

















 


27.                                 Dispute
Resolution.


 


a.                                       Any dispute, claim or controversy
arising from or related in any way to this Agreement or the interpretation,
application, breach, termination or validity thereof, including any claim of
inducement of this Agreement by fraud, or arising from or related in any way to
Employee’s employment with Employer will be submitted for final resolution by
arbitration pursuant to the CPR Institute for Dispute Resolution Rules for
Non-Administered Arbitration except where those rules conflict with these
provisions, in which case these provisions control; provided, however,
that Employer shall have the right to seek equitable relief, including a
temporary restraining order, preliminary or permanent injunction or an
injunction in aid of arbitration, to enforce its rights set forth in Section
13.  The arbitration will be held in Las
Vegas, Nevada.


 


b.                                      The panel shall consist of three
neutral and impartial arbitrators, one chosen by the claimant from the CPR
Panel of Distinguished Neutrals and one chosen by the respondent from the CPR
Panel of Distinguished Neutrals within thirty days of receipt by respondent of
the demand for arbitration.  The two
arbitrators so selected shall have thirty days from the selection of the second
arbitrator to agree on a third arbitrator from the CPR Employment Panel for the
West Region who shall serve as chair of the arbitral tribunal.  If the two party-appointed arbitrators fail
to timely agree, the third arbitrator shall be selected by the CPR from the CPR
Employment Panel for the West Region.


 


c.                                       The arbitrators shall provide for
discovery, giving recognition to the understanding of the parties hereto that
they contemplate reasonable discovery, including document demands and
depositions.  In no event will the
arbitrators, absent agreement of the parties, allow more than a total of ten
(10) days for the hearing or permit either side to obtain more than a total of
forty (40) hours of deposition testimony from all witnesses, including both
fact and expert witnesses, or serve more than twenty (20) individual requests
for documents, including subparts. Multiple hearing days will be scheduled
consecutively to the greatest extent possible.


 


d.                                      The arbitrators must render their
award following the substantive law of the State of Nevada.  The arbitrators shall render an opinion
setting forth findings of fact and conclusions of law with the reasons
therefore stated.  A transcript of the
evidence adduced at the hearing shall be made and shall, upon request, be made
available to either party.  The
arbitrators shall have the power to exclude evidence on grounds of hearsay,
prejudice beyond its probative value, redundancy, or irrelevance and no award
shall be overturned by reason of such ruling on evidence.  The award shall be final and binding on the
parties and may be enforced in any court having jurisdiction.


 


e.                                       To the extent possible, the
arbitration hearings and award will be maintained in confidence, except as may
be required by law or for the purpose of enforcement of an arbitral award.


 


13

















 


f.                                         Each party shall bear its own costs
and expenses incurred in connection with arbitration proceedings pursuant to
this Agreement to arbitrate.  The costs
and expenses of the arbitrators and related expenses shall be shared equally
between Employer, on one hand, and Employee on the other hand.


 


g.                                      EACH PARTY HERETO
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM TO PUNITIVE OR
EXEMPLARY OR LIQUIDATED OR MULTIPLIED DAMAGES FROM THE OTHER.


 


28.                                 No
Waiver of Breach or Remedies.  No
failure or delay on the part of Employer or Employee in exercising any right,
power or remedy hereunder shall operate as a waiver thereof nor shall any
single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy hereunder.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.


 


29.                                 Amendment
or Modification.  No amendment,
modification, termination or waiver of any provision of this Agreement shall be
effective unless the same shall be in writing and signed by a member of the
Board (other than Employee), and Employee, nor consent to any departure by the
Employee from any of the terms of this Agreement shall be effective unless the
same is signed by a member of the Board (other than Employee).  Any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.


 


30.                                 Governing
Law; Venue.  The laws of the State
of Nevada shall govern the validity, construction and interpretation of this
Agreement, without regard to conflict of law principles. Each party irrevocably
submits to the exclusive jurisdiction of the United States District Court for
the District of Nevada or any court of the State of Nevada located in Clark
County in any action, suit or proceeding arising out of or relating to this
Agreement or any matters contemplated hereby, and agrees that any such action,
suit or proceeding shall be brought only in such court.


 


31.                                 Headings.  The headings in this Agreement have been
included solely for convenience of reference and shall not be considered in the
interpretation or construction of this Agreement.


 


32.                                 Assignment.  This Agreement is personal to Employee and
may not be assigned by Employee.


 


33.                                 Successors
and Assigns.  This Agreement may be
assigned by Employer to its successors and shall be binding upon the successors
and assigns of Employer.


 


34.                                 Prior
Agreements.  This Agreement shall
supersede and replace any and all other prior discussions and negotiations as
well as any and all agreements and arrangements that may have been entered into
by and between any member of the Employer Group or any predecessor thereof, on
the one hand, and Employee, on the other hand, prior to the


 


14

















 


Closing Date relating to the
subject matter hereof.  Employee
acknowledges that all rights under such prior agreements and arrangements shall
be extinguished effective as of the Closing Date.


 


 


THE
REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.


 


15

















 


IN
WITNESS WHEREOF, Employer and Employee have entered into this
Agreement in Las Vegas, Nevada, as of the date first written above.


 


 


	
  EMPLOYEE:

  	
  /s/ MAURICE WOODEN

  	
   

  
	
   

  	
  Maurice Wooden

  
	
   

  
	
   

  
	
  POSTER FINANCIAL GROUP,
  INC.

  	
   

  	
   

  
	
   

  
	
  By:

  	
  /s/ TIM POSTER

  	
   

  
	
   

  	
  Name:

  	
  Tim Poster

  
	
   

  	
  Title:

  	
  Chairman and Chief

  Executive Officer

  
									



 


16

















 


EXHIBIT
A


 




	
  Name of
  Report:

  	
   

  	
  Generated
  By:

  
	
  Including,
  but not limited to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Arrival
  Report

  	
   

  	
  Room
  Reservation

  
	
  Departure
  Report

  	
   

  	
  Room
  Reservation

  
	
  Master
  Gaming Report

  	
   

  	
  Casino
  Audit

  
	
  Department
  Financial Statement

  	
   

  	
  Finance

  
	
  $5K
  Over High Action Play Report

  	
   

  	
  Casino
  Marketing

  
	
  $50K
  Over High Action Play Report

  	
   

  	
  Casino
  Marketing

  
	
  Collection
  Aging Report(s)

  	
   

  	
  Collection
  Department

  
	
  Accounts
  Receivable Aging

  	
   

  	
  Finance

  
	
  Marketing
  Reports

  	
   

  	
  Marketing

  
	
  Daily
  Player Action Report

  	
   

  	
  Casino
  Operations

  
	
  Daily
  Operating Report

  	
   

  	
  Slot
  Department

  
	
  Database
  Marketing Reports

  	
   

  	
  Database
  Marketing

  






 


17

















 


EXHIBIT
B


 


EBITDA Targets:


 


Employee shall be entitled to receive a Performance Bonus with respect
to a Performance Period if the applicable EBITDA target (the “EBITDA Target”)
for such Performance Period has been met:


 


•                  With
respect to Performance Period 1, if EBITDA for such Performance Period equals
or exceeds $30 million.


•                  With
respect to Performance Period 2, if total EBITDA for Performance Period 1 and
Performance Period 2 equals or exceeds $60 million.


•                  With
respect to Performance Period 3, if total EBITDA for Performance Period 1, Performance
Period 2 and Performance Period 3 equals or exceeds $90 million.


 


Certain Definitions:


 


The following definitions shall apply for purposes of this Exhibit B:


 


“EBITDA” shall mean (a) net income (loss) plus (i) interest expense,
(ii) income tax expense (or less income tax benefit), and (iii) depreciation
and amortization expense, before (b)(i) any amounts paid to Employee under
Section 5 of this Agreement and (ii) any amounts paid to any other employee
under Section 5 of his or her respective employment agreement, which employment
agreement becomes effective as of the Closing Date.


 


“Measuring Date” shall mean the last day of the fiscal quarter during
which the termination of Employee’s employment pursuant to Section 17 hereof
occurs.


 


“Performance Bonus” shall mean (a) with respect to Performance Period
1, $750,000, (b) with respect to Performance Period 2, $1,500,000 minus the
amount of the Performance Bonus, if any, previously paid to Employee in respect
of Performance Period 1 and (c) with respect to Performance Period 3,
$3,000,000 minus the total amount of the Performance Bonuses, if any,
previously paid to Employee in respect of Performance Period 1 and Performance
Period 2.


 


“Performance Period” shall mean Performance Period 1, Performance Period
2 or Performance Period 3, as applicable.


 


“Performance Period 1” shall mean (a) if the Closing occurs prior to
January 1, 2004, calendar year 2004 or (b) if the Closing occurs on or
following January 1, 2004, the period commencing on the first day of the fiscal
quarter next following the fiscal quarter during which the Closing occurs and
ending on the first anniversary thereof.


 


“Performance Period 2” shall mean (a) if the Closing occurs prior to
January 1, 2004, calendar year 2005 or (b) if the Closing occurs on or
following January 1, 2004, the period commencing


 


18

















 


on the first day next following the end of Performance Period 1 and
ending on the first anniversary thereof.


 


“Performance Period 3” shall mean (a) if the Closing occurs prior to
January 1, 2004, calendar year 2006 or (b) if the Closing occurs on or
following January 1, 2004, the period commencing on the first day next
following the end of Performance Period 2 and ending on the first anniversary
thereof.


 


“Projected EBITDA” shall mean (a) with respect to a termination of
employment occurring in Performance Period 1, the actual EBITDA for such
Performance Period as of the Measuring Date, multiplied by the Pro Rata Ratio,
(b) with respect to a termination of employment occurring in Performance Period
2, the sum of (I) the actual EBITDA for such Performance Period as of the
Measuring Date, multiplied by the Pro Rata Ratio plus (II) the EBITDA for
Performance Period 1 and (c) with respect to a termination of employment
occurring in Performance Period 3, the sum of (I) the actual EBITDA for such
Performance Period as of the Measuring Date, multiplied by the Pro Rata Ratio
plus (II) the total EBITDA for Performance Period 1 and Performance Period 2.


 


“Pro Rata Performance Bonus” shall mean (a) if the Projected EBITDA for
the Performance Period in which Employee’s employment is terminated is less
than the EBITDA Target applicable to such Performance Period, zero and (b) if
the Projected EBITDA for the Performance Period in which Employee’s employment
is terminated equals or exceeds the EBITDA Target applicable to such
Performance Period, the Performance Bonus applicable to such Performance
Period.


 


“Pro Rata Ratio” shall mean a fraction, the numerator of which is 365
and the denominator of which is the number of days elapsed between the first
day of the Performance Period in which Employee’s employment is terminated
pursuant to Section 17 hereof and the Measuring Date.


 


19