Exhibit
10.22


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (“Agreement”) is
made and entered into this 1st day of July 2002, to be effective as
of the Effective Date (as hereafter defined), by and between HOLLYWOOD CASINO
SHREVEPORT (“Employer”) and TONYA TARRANT (“Employee”).


 


WITNESSETETH:


 


WHEREAS, Employer is a partnership, duly
formed and existing under the laws of the State of Louisiana, and owns the
Hollywood Casino in Shreveport, Louisiana (the “Casino”) and has need for
qualified, experienced personnel;


 


WHEREAS, Employee is an adult individual
currently residing at 9014 Aurora Lane, Shreveport, Louisiana 71115;


 


NOW, THEREFORE, for and in consideration of
the foregoing recitals, and in consideration of the mutual covenants,
agreements, understandings, undertakings, representations, warranties and
promises hereinafter set forth, and intending to be legally bound thereby,
Employer and Employee do hereby covenant and agree as follows:


 


1.                                      DEFINITIONS.  As used in this Agreement, the words and
terms hereinafter defined have the respective meanings ascribed to them herein,
unless a different meaning clearly appears from the context:


 

















 


(a)          “Cause” means any
of the following: (i) Employee’s failure (for any reason other than as the
result of a Complete Disability) to perform Employee’s duties under this
Agreement with a reasonable degree of diligence, competence and effectiveness;
(ii) Employee’s engagement in any personal misconduct involving dishonesty,
illegality, or moral turpitude which is materially detrimental or injurious to
the business interests, reputation or goodwill of Employer or dishonesty,
disloyalty, or infidelity against Employer or Employer’s Affiliates; (iv)
Employee’s breach of or other failure to perform under any of the material terms
and covenants of this Agreement; (v) Employee’s willful violation of any policy
established by Employer with respect to the operation of Employer’s business
and affairs, or the conduct of Employer’s employees; (vi) Employee’s
insubordination with respect to, or willful failure, in any material respect,
to carry out all reasonable and lawful instructions issued by the Vice
President and General Manager of the Casino; and (vii) Employee’s failure to
maintain in force and in good standing any and all licenses, permits and/or
approvals required of Employee by the relevant governmental authorities for the
discharge of the obligations of Employee under this Agreement.  All determinations of the existence of
“Cause,” including without limitation any determination with respect to
performance, reasonableness, effectiveness, materiality and injury, shall be
made in good faith by the Board of Directors of Employer’s Managing General
Partner and shall be conclusive as to all parties.


 


(b)         “Complete  Disability”
means the inability of Employee, due to illness or accident or other mental or
physical incapacity, to perform his obligations under this Agreement for a
period of one hundred eighty (180) calendar days in the aggregate over a period
of five hundred (500) consecutive calendar days, such “Complete Disability” to
become effective upon the expiration of such one hundred eightieth (180th) day.


 


(c)          “Effective  Date”
means July 1st, 2002.


 


(d)         “Employee” means
Employee as earlier defined in this Agreement.


 


(e)          “Employer” means
Employer as earlier defined in this Agreement.


 


(f)            “Employer’s  Affiliates”
means any parent, subsidiary or affiliated corporation or other legal entity of
Employer.


 


(g)         “Prior  Employment”
means any prior employment Employee has had with either Employer or Employer’s
Affiliates.


 


2.                                      PRIOR
EMPLOYMENT.  Employee
represents and warrants that, as of the


 


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Effective Date, other than this Agreement Employee is neither a party
to nor subject to any agreement governing or restricting his employment or in
any way limiting his ability to perform fully and completely his duties under,
and comply with the terms set forth in, this Agreement.  Employee further represents and warrants
that, in performing his employment duties under this Agreement, he will not
violate any agreement between him and any other employer, or any obligation
imposed upon him by any federal or state statute or common-law provision
relating to the disclosure of trade secrets and/or proprietary
information.  This Agreement supersedes
and replaces any and all prior employment agreements, whether written or oral,
by and between Employee, on the one side, and Employer or Employer’s
Affiliates, on the other side.  From and
after the Effective Date, Employee shall be the employee of Employer solely
under the terms of and pursuant to the conditions set forth in this Agreement.


 


3.                                      BASIC
EMPLOYMENT  AGREEMENT. 
Subject to the terms and conditions hereinafter set forth, Employer
hereby employs Employee during the Term hereinafter specified to serve under a
title and with such duties not inconsistent with those set forth in Paragraph 4
of this Agreement, as the same may be modified and/or assigned to Employee by
Employer from time to time.


 


4.                                      DUTIES
OF  EMPLOYEE.  Employee
shall perform such duties assigned to Employee by Employer as are generally
associated with the duties of Vice President of Finance and Chief Financial
Officer of the Casino, or such similar duties as may be assigned to Employee by
the Vice President and General Manager of the Casino, including but not limited
to (i) selection and delegation of duties and responsibilities of subordinates;
(ii) the direction, review and oversight of all programs under Employee’s
supervision; and (iii) such other and further duties specifically related to
such duties as assigned by Employer to Employee.


 


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5.                                      ACCEPTANCE
OF  EMPLOYMENT. 
Employee hereby unconditionally accepts the employment set forth hereunder,
under the terms and conditions set forth in this Agreement.  Employee hereby covenants and agrees that,
during the Term of this Agreement, Employee will devote the whole of his normal
and customary working time and best efforts solely to the performance of
Employee’s duties under this Agreement.


 


6.                                      TERM.  The term of this Agreement (the “Term”)
shall commence on the Effective Date and, unless sooner terminated as provided
herein, expire on July 1, 2004.


 


7.                                      SPECIAL
TERMINATION  PROVISIONS. 
Notwithstanding the provisions of Paragraph 6 above, this Agreement and
all parties’ rights and obligations hereunder shall terminate upon the
occurrence of any of the following events:


 


(a)          the death of Employee;


 


(b)         the giving of written
notice from Employer to Employee of the termination of this Agreement upon the
Complete Disability of Employee;


 


(c)          the giving of written
notice by Employer to Employee of the termination of this Agreement upon the
discharge of Employee for Cause;


 


(d)         the giving of written notice
by Employer to Employee of the termination of this Agreement without Cause;
provided, however, that such notice must be accompanied by Employer’s written
tender to Employee of Employer’s unconditional commitment to continue to pay to
Employee the compensation set forth in Paragraph 8(a) of this Agreement through
the date upon which this Agreement would have expired on its own terms but for
such termination;


 


(e)          cause beyond the control
of Employer and without its fault or negligence.  Such causes may include, but are not limited to, acts of god or a
public enemy, acts of government in either its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, riots,
freight embargoes, power outages or unusually severe weather conditions.


 


8.                                      COMPENSATION
TO  EMPLOYEE.  For and
in complete consideration of Employee’s full and faithful performance of his
duties under this Agreement, Employer hereby


 


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covenants and agrees to pay to Employee, and Employee hereby covenants
and agrees to accept from Employer, the following items of compensation:


 


(a)                                  Base  Salary.  Employer hereby covenants and agrees to pay
to Employee, and Employee hereby covenants and agrees to accept from Employer,
an annual base salary of One Hundred Fifty Thousand and No/100 Dollars
($150,000), which salary may be increased by Employer during the Term, payable
in such equal regular installments as is Employer’s custom and usage.  Such base salary shall be exclusive of and
in addition to any other benefits which Employer, in its sole discretion, may
make available to Employee, including, but not limited to, bonus plans,
retirement plans, company life insurance plans or medical and/or
hospitalization plans.


 


(b)                                 Bonus;  Incentive
Compensation.  Employee shall
receive a bonus on or prior to July 1, 2003 in the amount of Twenty-Five
Thousand and No/100 Dollar ($25,000.00). 
Commencing with the second year of the Term, Employee also shall be
entitled to participate in the incentive compensation plan of the Employer as
and when implemented.  The incentive
compensation will be payable by Employer to Employee in accordance with the
terms of such incentive compensation plan, but in no event shall such incentive
compensation be in an amount less than $25,000.00.


 


(c)                                  Employee  Benefit
Plans.  Employer hereby covenants
and agrees that it shall include Employee, if otherwise eligible, in any
company life insurance plans, medical and/or hospitalization plans, and/or any
and all other benefit plans which may be placed in effect by Employer during
the Term of this Agreement, as such plans may be modified by Employer from time
to time in its sole discretion.  Nothing
in this Agreement shall require Employer to establish any employee benefit plan
or to maintain any such plan in existence.


 


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(d)                                 Expense  Reimbursement.  During the Term of this Agreement, Employer
shall either pay directly or reimburse Employee for Employee’s reasonable expenses
incurred for the benefit of Employer in accordance with Employer’s general
policy regarding reimbursement, as the same may be amended, modified or changed
from time to time, provided that Employee timely submits to Employer
appropriate documentation of such expenses.


 


(e)                                  Licensing  Expenses.  Employer hereby covenants and agrees that
Employer shall pay all licensing fees and expenses incurred by Employee in
securing and maintaining such licenses and permits required of Employee in
order to perform his duties under this Agreement.


 


(f)                                    Vacations  and
Holidays.  Commencing as of the
Effective Date of this Agreement, Employee shall be entitled to (i) annual paid
vacation leave in accordance with Employer’s standard policy therefore, as such
policy may be modified by Employer from time to time in its sole discretion, to
be taken at such times as selected by Employee and approved by Employer, and
(ii) the following paid holidays (or, at Employer’s option, an equivalent
number of paid days off): New Year’s Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, Christmas Day and up to three (3) additional floating
holidays which vary from year to year.


 


(g)                                 Payroll  Deductions;
Continued  Employment  Required.  All of the compensation provided to Employee under this Agreement
shall be subject to such payroll deductions as are required by law.  Except to the extent otherwise provided in
Paragraph 7(d) of this Agreement, Employee’s right to continue to receive the compensation
set forth in this Agreement shall be expressly conditioned on Employee’s
remaining employed by Employer under this Agreement.


 


9.                                      LICENSING
REQUIREMENTS.


 


(a)                                  Employer and Employee
hereby covenant and agree that this Agreement may be


 


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subject to the approval of the Louisiana Gaming Control Board and any
other jurisdiction in which Employer and Employer’s Affiliates conducts
business (the “Gaming Authorities”) pursuant to the provisions of the Louisiana
Riverboat Economic Development and Gaming Control Act and any other applicable
law and the regulations promulgated thereunder (collectively, the “Gaming
Acts”).  In the event this Agreement is
required to be approved by the Gaming Authorities and is not so approved by the
Gaming Authorities, this Agreement shall immediately terminate and shall be
null and void and of no further force or effect; provided, however, should this
Agreement not be approved by the Gaming Authorities, Employer and Employee
shall hereby covenant and agree that, with the exception of the provisions of
Paragraph 8 of this Agreement, this Agreement shall be deemed modified and
amended so as to receive the appropriate approval from the Gaming Authorities.


 


(b)                                 Employer and Employee
hereby covenant and agree that, in order for Employee to discharge the duties
required under this Agreement, Employee may be required to hold casino employee
casino licenses (the “Licenses”) as issued by one or more of the Gaming
Authorities pursuant to the terms of the Gaming Acts and as otherwise required
by this Agreement.  In the event that
any of the Gaming Authorities objects to the renewal of the Employee’s License,
or any of the Gaming Authorities refuses to renew Employee’s applicable
License, Employer, at Employer’s sole cost and expense, shall promptly defend
such action and shall take such reasonable steps as may be required to secure
such Gaming Authority’s approval.  The
foregoing notwithstanding, if such Gaming Authority’s refusal to renew
Employee’s License arises as a result of any of the events described in
Paragraph 1(a) of this Agreement, Employer’s obligations under this Paragraph 9
shall not be operative and Employee shall promptly reimburse Employer upon
demand for any expenses incurred by Employer pursuant to this Paragraph 9.


 


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10.                               CONFIDENTIALITY.  Employee hereby warrants, covenants and
agrees that, without the prior express written approval of Employer, Employee
shall hold in the strictest confidence and shall not disclose to any person,
firm, corporation or other entity, any and all of Employer’s confidential
information, including, but not limited to (i) information or other documents
concerning Employer’s business, customers or suppliers; (ii) Employer’s
marketing methods, files and credit and collection techniques and files; or
(iii) Employer’s trade secrets and other “know-how” or information not of a
public nature, regardless of how such information came into the custody of
Employee.  The warranty, covenant and agreement
set forth in this Paragraph 10 shall not expire, shall survive this Agreement
and shall be binding upon Employee without regard to the passage of time or
other events.


 


11.                               RESTRICTIVE
COVENANT.  Employee hereby
covenants and agrees that, during the Term of this Agreement and for so long
thereafter as Employer continues to pay any form of compensation to Employee
(e.g., in accordance with Paragraph 7(d)), Employee shall not directly or
indirectly, either as a principal, agent, employee, employer, consultant,
partner, shareholder of a closely held corporation or shareholder in excess of
five percent (5%) of a publicly traded corporation, corporate officer or
director, or in any other individual or representative capacity, engage or
otherwise participate in any manner or fashion in any business that is in
competition with the principal business activity of Employer or Employer’s
Affiliates in or about the Shreveport/Bossier City market.  Employee hereby further agrees and
acknowledges that the restrictive covenant contained in this Paragraph 11 is
reasonable as to duration, terms and geographical area and that the same
protects the legitimate interests of Employer and Employer’s Affiliates,
imposes no undue hardship on Employee and is not  injurious to the public.


 


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12.                               BEST
EVIDENCE.  This Agreement
shall be executed in original and “Xerox” or photostatic copies and each copy
bearing original signatures in ink shall be deemed an original.


 


13.                               SUCCESSION.  This Agreement shall be binding upon and
inure to the benefit of Employer and Employee and their respective successors
and assigns.


 


14.                               ASSIGNMENT.  Employee shall not assign this Agreement or
delegate his duties hereunder without the express written prior consent of
Employer thereto.  Any purported
assignment by Employee in violation of this Paragraph 14 shall be null and void
and of no force or effect.  Employer
shall have the right to assign this Agreement freely; provided, however, that
in the event of such an assignment by Employer and the assignee subsequently
defaults under the terms of this Agreement, Employer shall remain liable for
compliance with the terms of Paragraph 8 of this Agreement.


 


15.                               AMENDMENT
OR  MODIFICATION.  This
Agreement may not be amended, modified, changed or altered except by a writing
signed by both Employer and Employee.


 


16.                               GOVERNING
LAW.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Louisiana
in effect on the Effective Date of this Agreement.


 


17.                               NOTICES.  Any and all notices required under this
Agreement shall be in writing and shall either hand-delivered; mailed by
certified mail, return receipt requested; or sent via telecopier addressed to:


 


	
  TO EMPLOYER:

  	
  Hollywood Casino Shreveport

  
	
   

  	
  c/o HCSI, Inc.

  
	
   

  	
  Galleria Tower, Suite 2200

  
	
   

  	
  13455 Noel Road, LB 48

  
	
   

  	
  Dallas, Texas 75240

  



 


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  Attention: General Counsel

  
	
   

  	
   

  
	
  TO EMPLOYEE:

  	
  Tonya Tarrant

  
	
   

  	
  9014 Aurora Lane

  
	
   

  	
  Shreveport, LA  71115

  



 


All notices hand-delivered shall be deemed
delivered as of the date actually delivered. 
All notices mailed shall be deemed delivered as of the next business day
following the date of the confirmation of delivery.  Any changes in any of the addresses listed herein shall be made
by notice as provided in this Paragraph 17.


 


18.                               INTERPRETATION.  The preamble recitals to this Agreement are
incorporated into and made a part of this Agreement.  Titles of paragraphs are for convenience only and are not to be
considered a part of this Agreement.


 


19.                               SEVERABILITY.  In the event any one or more provisions of
this Agreement is declared judicially void or otherwise unenforceable, the
remainder of this Agreement shall survive and such provisions shall be deemed
modified and amended so as to fulfill the intent of the parties hereto.


 


20.                               DISPUTE
RESOLUTION.  Except for
equitable actions seeking to enforce any of the provisions of Paragraphs 10 and
11 of this Agreement, as to which the parties expressly agree that jurisdiction
shall lie solely with the 26th Judicial District Court of Bossier Parish,
Louisiana, and agree to submit to the personal jurisdiction of such court, any
and all claims, disputes or controversies between the parties hereto arising
from or otherwise relating to this Agreement or any alleged breach thereof, on
the written demand of either of the parties hereto, shall be submitted to and
be determined solely by final and binding arbitration held in Shreveport,
Louisiana in accordance with the Employment Dispute Resolution Rules of the


 


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American Arbitration Association. 
This Agreement to arbitrate shall be specifically enforceable in any
court of competent jurisdiction, and an arbitrator’s award in connection with
any such dispute may be enforced by any court with jurisdiction thereof.


 


21.                               WAIVER.  None of the terms of this Agreement,
including this Paragraph 21, or any term, right or remedy hereunder shall be
deemed waived unless such waiver is in writing and signed by the party to be
charged therewith and in no event by reason of any failure to assert or delay
in asserting any such term, right or remedy or similar term, right or remedy
hereunder.


 


22.                               PAROL.  This Agreement constitutes the entire
agreement between Employer and Employee with respect to the subject matter
hereto and this Agreement supersedes any prior or contemporaneous
understandings, agreements or undertakings by and between Employer and Employee
with respect to the subject matter hereof.


 


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IN WITNESS WHEREOF AND INTENDING TO BE
LEGALLY BOUND THEREBY, the parties hereto have executed and delivered this
Agreement as of the year and date first above written.


 


 


	
   

  	
  HOLLYWOOD CASINO SHREVEPORT

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HCS I, Inc., its managing general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edward T. Pratt III

  	
   

  
	
   

  	
   

  	
   

  	
  Edward T. Pratt III

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer and President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Tonya Tarrant

  	
   

  
	
   

  	
  Tonya Tarrant

  
							



 


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