Annual Incentive Program



 EXHIBIT 10.10 
  
 VENTURE CATALYST INCORPORATED 
 “VCAT” 
  
 Annual Incentive Program 
  
 Plan Document

  
 Effective date: July 1, 2003 
  
  
  
  
  
  









 VCAT Annual Incentive Program 
  
 Index 
  

	SECTION	  	PAGE
		
	 
Compensation Philosophy
	  	1
		
	 
Annual Incentive Program
	  	1
		
	 
VCAT Profit Sharing Plan
	  	1
		
	 
Annual Incentive Program Eligibility and Participation
	  	3
		
	 
Funding and Payment
	  	3
		
	 
Plan Administration
	  	3
		
	 
Change in Corporate Control
	  	4
		
	 
Attachment A
	  	5

  







 
Compensation Philosophy 
  
 VCAT
believes that its employees should have the opportunity to share in the success of the organization through competitive compensation programs. VCAT’s compensation packages include competitive base salaries, annual incentive programs (profit
sharing plan and bonuses), long-term incentive programs (stock options) and generous benefit plans. 
  
 The vision at VCAT is to be the leading provider of consulting services, infrastructure and technology in the gaming and hospitality market. This annual
incentive program aims to further the vision of the company. 
  
 
Annual Incentive Program 
  
 The purpose of VCAT’s annual incentive program is to provide eligible employees of VCAT the opportunity to share in the company’s success, to reward employees for achieving and exceeding quantifiable business results or to
recognize an individual’s exemplary performance. With this in mind, VCAT has developed a Profit Sharing Plan (“the Plan”) under the annual incentive program. The Plan is in addition to VCAT’s practice of periodically making
discretionary bonus payments to employees. It is intended that discretionary cash bonus payments be made to recognize outstanding contributions including but not limited to exceptional performance, significant team achievements, and leadership of
successful initiatives. 
  
 The Plan was created to align
the interests of the shareholders, debt holders and employees of VCAT. The Plan’s focus is on profitability. With this goal in place, the “line of sight” between performance, business results and rewards is increased. The Plan has
been designed to offer strong upside potential for exceptional business results. 
  
 The following sections provide details about the Plan. The Plan described in this document will require annual written approval by the Compensation Committee of the Board of Directors (the “Committee”) prior
the start of each fiscal year that it is effective. 
  
 
VCAT Profit Sharing Plan 
  
 The “Plan Awards”, if earned, will be based on a profit sharing model and will be based on an allocation of a percentage of VCAT’s earnings before taxes (“EBT”) that are above a minimum earnings before taxes
target (the “Earnings Target”). The amount the EBT exceeds the Earning Target will be the “Plan EBT”. Prior to the start of each twelve month period beginning on July 1st ending on June 30th, comprising each VCAT fiscal year, (a “Plan Year”), the Committee will (a) review and approve the Plan Award formulas, (b) will establish
an Earnings Target and (c) will set an Award Cap percentage (discussed below). Notwithstanding the preceding sentence, for the initial Plan Year the Board of Directors of VCAT will establish the Earnings Target on or prior to July 31, 2003.
Individual participant Plan Awards will be calculated based on “Fixed Award” and “Discretionary Award” formulas. The Fixed Award percentages will be determined at the beginning of each fiscal year by the Committee, and will be
set forth in written “Award Agreements”. The Discretionary Awards will be determined at the end of each Plan Year by the CEO, President and CFO, subject to approval by the Committee. If the CEO and/or President and/or CFO are to receive
Discretionary Awards, then such awards will de determined solely by the Committee. 
  
 The Plan Awards will accrue and will be recorded on VCAT’s books as soon as the EBT is above the Earnings Target. The Committee has the sole discretion to make adjustments to the EBT (“Adjusted EBT”) at
any time prior to the payment of the Plan Awards, which will be used to calculate the Plan EBT and ultimately the Plan Awards. Adjustments can be made to EBT to take into account, as well as to disregard, any events that the Committee considers
extraordinary, including, but not limited to, adjustments to the EBT for amortization expenses. If there are no adjustments made to the EBT then the Plan EBT will be determined using the EBT. If there are adjustments, then the Adjusted EBT will be
used to determine the Plan EBT. Final Plan Awards will be calculated based on audited results and will be made within the required payment period (discussed below). 
  

 1 








 Individual Fixed and Discretionary Plan Awards will be subject to a cap (“Award Cap”), limiting
the total cash awards any participant can earn and be paid in any Plan Year. The Award Cap will be a pre-determined percentage of an individual’s base salary in effect at the beginning of the applicable Plan Year. Any Plan Awards that exceed
the Award Cap will be deferred to the subsequent year, until paid in full. Deferred Plan Awards will count against the Award Cap for future Plan Years, and will be paid to those Plan participants who then meet the eligibility requirements listed
below. 
  
 The first Plan Year is the fiscal year ending June 30,
2004 (“Fiscal 2004”). The Plan Award formulas and Award Cap for Fiscal 2004 (and every fiscal year thereafter, until changed by the Board of Directors of VCAT and/or the Committee before a new Plan Year begins), are included as Attachment
A. 
  
 A summary of the Plan formulas: 
  
 Aggregate Plan Awards = Plan EBT x applicable Fixed and Discretionary
Award %’s 
  
 Individual Fixed Award = Aggregate
Awards x individual’s Fixed Award % (subject to Cap) 
  
 Aggregate Discretionary Awards = Aggregate Plan Awards less Aggregate Fixed Awards 
  
 Individual Discretionary Award = to be determined each Plan Year (subject to Cap) 
  
 Using the Plan formulas for fiscal 2004, following are examples of the Plan Award calculations: 
  

	 	  	 	 	 	Example 1

	 	 	Example 2

	 
	 Earnings before taxes (EBT)
	  	 	 	 	$	1,500,000	 	 	$	4,500,000	 
	 Extraordinary gain
	  	 	 	 	 	(50,000	)	 	 	(150,000	)
	 Amortization expense
	  	 	 	 	 	25,000	 	 	 	100,000	 
	 	  	 	 	 	
	
	
	 	
	
	

	 Adjusted EBT
	  	 	 	 	 	1,475,000	 	 	 	4,450,000	 
	 Earnings Target
	  	 	 	 	 	250,000	 	 	 	250,000	 
	 	  	 	 	 	
	
	
	 	
	
	

	 Plan EBT
	  	 	 	 	 	1,225,000	 	 	 	4,200,000	 
	 	  	 	 	 	
	
	
	 	
	
	

	 Plan EBT up to $1M
	  	 	 	 	 	1,000,000	 	 	 	1,000,000	 
	 Plan EBT > $1M
	  	 	 	 	 	225,000	 	 	 	3,200,000	 
				
	 Plan Award Allocation %’s
	  	 	 	 	 	 	 	 	 	 	 
	 Plan EBT up to $1M
	  	 	 	 	 	20	%	 	 	20	%
	 Plan EBT > $1M
	  	 	 	 	 	15	%	 	 	15	%
				
	 Plan Award Allocation $’s
	  	 	 	 	 	 	 	 	 	 	 
	 Plan EBT up to $1M
	  	 	 	 	$	200,000	 	 	$	200,000	 
	 Plan EBT > $1M
	  	 	 	 	 	33,750	 	 	 	480,000	 
	 	  	 	 	 	
	
	
	 	
	
	

	 Aggregate Plan Awards
	  	 	 	 	 	233,750	 	 	 	680,000	 
				
	 Plan Awards as a % of EBT
	  	 	 	 	 	15.6	%	 	 	15.1	%
				
	 Fixed Awards
	  	 	 	 	 	 	 	 	 	 	 
	 CEO
	  	40	%	 	$	93,500	 	 	$	272,000	 
	 President
	  	20	%	 	 	46,750	 	 	 	136,000	 
	 CFO
	  	10	%	 	 	23,375	 	 	 	68,000	 
				
	 Discretionary Awards
	  	 	 	 	 	 	 	 	 	 	 
	 Discretionary Participants
	  	30	%	 	$	70,125	 	 	$	204,000	 

  
  

 2 








 
Annual Incentive Program Eligibility and Participation 
  
 All of the following eligibility requirements must be met in order for an employee to participate in the Plan, subject to VCAT’s discretion to adjust these rules at any time in any lawful manner. 

  

	 	•	 	All VCAT full-time regular employees are eligible to participate in the Plan, but only those who receive and sign an Award Agreement will be entitled to receive Fixed Awards. A VCAT
full-time employee is defined as an employee who works a regular schedule of 30 hours or more per week for each week of employment with VCAT during the Plan Year. 

  

	 	•	 	Participants must be employed prior to March 31st of the Plan Year to be eligible for an award for that Plan Year. 

  

	 	•	 	Employees joining VCAT after July 1st of each
Plan Year, but prior to March 31st who meet all other requirements will participate in the Plan on a pro-rated basis. 

  

	 	•	 	Employees are eligible to participate in the Plan beginning as of their first day of employment. 

  

	 	•	 	Participants must be employed by VCAT on the day of award distribution (including deferred awards) and meet its eligibility requirements on that date, unless otherwise specified in
writing under a contractual agreement or severance policy. 

  

	 	•	 	Employees must maintain acceptable levels of overall performance to be eligible for a Plan Award payment. Eligibility does not guarantee that an employee will receive an award.


  

	 	•	 	The Plan under the annual incentive program is not considered to be a promise of continued employment, and employment with the company remains “at will.”


  

	 	•	 	If an otherwise eligible employee terminates employment and then resumes employment during the Plan Year, the employee must re-qualify for eligibility in the Plan. Such eligibility
will, if offered by the Committee, begin from the date of rehire without credit for prior service. 

  

	 	•	 	Participation maybe pro-rated in the discretion of the Committee for promotions, transfers, and demotions. It is anticipated that Plan Awards, if any, shall be pro-rated for leaves
of absence in the following scenario, although the Committee may decide otherwise on a case-by-case basis: 

  

	 	Ø	 	Leaves of Absence. Employees who take unpaid leaves of absence during the Plan Year will have their Plan Award adjusted down on a pro-rated basis for the period they were on
leave (i.e. if an employee is on leave for 25% of a Plan Year, they will receive 75% of their Plan Award). If this provision is not consistent with State or federal law, such laws will prevail. 

  
 
Funding and Payment 
  

	 	•	 	The Plan shall be considered as “self funded” through increases in VCAT’s annual earnings. 

  

	 	•	 	All Plan Awards shall be subject to usual and customary tax withholdings. 

  

	 	•	 	All Plan Awards are expected to be paid within 30 days of filing of VCAT’s annual report with the SEC. 

  
 
Plan Administration 
  

	 	•	 	VCAT’s CEO, President and CFO shall be the Plan Administrators and have complete discretion to resolve any and all questions of interpretation arising under the Plan, subject
to approval of the Committee. The Plan Administrators have the right to adjust, upward or downward to any extent, any Discretionary Plan Awards to any individual, and also have discretion to recommend revised or new Fixed Awards at any time during
the Plan Year, subject to the approval of the Committee. 

  

	 	•	 	The Plan Administrators have the overall responsibility for: (a) reviewing the annual incentive program with the Committee on an annual basis before the start of each fiscal year
(b) obtaining the Committee’s approval for the Plan and (c) working with the Committee to set the Earnings Target, Award Cap and formulas for determining the aggregate and individual Plan Awards. 

  

 3 









	 	•	 	With respect to the foregoing and without limiting the generality of the foregoing, the Plan Administrators are responsible for: 

  

	 	Ø	 	Recommending appropriate company goals and minimum earnings targets; 

  

	 	Ø	 	Establishing the guidelines for funding and payments; 

  

	 	Ø	 	Assistance with determining participation and Plan Award levels. 

  

	 	Ø	 	Addressing issues of variability, interpretations, and determining changes to make to the Plan under the annual incentive program. 

  

	 	Ø	 	Implementation, communication, and administration of the Plan. 

  

	 	Ø	 	The CFO is responsible for calculating actual performance on a quarterly and annual basis as well as final review of Plan Awards. 

  

	 	•	 	The Plan Awards will be calculated in accordance with the criteria established for the Plan, will be subject to any discretionary adjustments that the Plan allows, and will not be
awarded automatically. 

  

	 	•	 	The Committee or the Board of Directors of VCAT may amend or terminate the plan at any time. 

  
 
Change in Corporate Control 
  
 If the Company engages in any transaction or series of transactions in which its stockholders beforehand do not afterward have control over 50% of the surviving company’s voting securities (or VCAT sells substantially all of its
assets), then VCAT, the Plan Administrators, and the Committee shall not have the discretion to reduce the aggregate amount of awards accrued under the Plan through the date of the last transaction resulting in the change of control (according to
terms and decisions in effect when the first such transaction occurred). 
  

 4 








 
Attachment A 
 Plan Formulas and Award Cap 
  
 Earnings Target for Fiscal 2004 (and every year thereafter until changed): 
  
 $250,000 
  
 Aggregate Plan Awards Formula for Fiscal 2004 (and every year thereafter until changed): 
  
 20% of the Plan EBT up to the first $1 million dollars of Plan EBT 
  
 15% of the Plan EBT over $1 million dollars of Plan EBT. 
  
 Fixed Award Formulas for Fiscal 2004 (and every year thereafter until changed):

  

	Don Speer (CEO)	  	40% of the Aggregate Plan Awards
		
	Greg Shay (President)	  	20% of the Aggregate Plan Awards
		
	Kevin McIntosh (CFO)	  	10% of the Aggregate Plan Awards

  
 Award Cap: 
  
 75% of the each eligible participant’s base salary at the beginning of the applicable
Plan Year. 
  

 5