**Exhibit10.2**

 

**EXECUTIVE EMPLOYMENTAGREEMENT**

 

THIS EMPLOYMENT AGREEMENT (this “Agreement’”) is made andentered into as of this 1st day of April, 2005 (the “Effective Date”),by and among VIRGIN RIVER CASINO CORPORATION, a Nevada corporation, RBG, LLC, aNevada limited liability company, and CASABLANCA RESORTS, LLC, a Nevada limitedliability company (collectively, the “Company”), and Jonathan Lowenhar(the “Executive”).

 

**RECITALS**

 

WHEREAS, the Company desires to employ the Executive on the terms andconditions set forth herein; and

 

WHEREAS, the Executive desires to accept employment with the Company onthe terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the promises and mutual covenantscontained herein and for other good and valuable consideration, the Company andthe Executive (each a “Party” and collectively the “Parties”)agree that the foregoing recitals are true and as follows:

 

**AGREEMENT**

 

1. DEFINITIONS: Inaddition to certain terms defined elsewhere in this Agreement, the followingterms shall have the following respective meanings:

 

1.1       “Affiliate” shallmean any Person who controls, is controlled by, or is under common control withthe Company.

 

1.2       “Annual Incentive Awards”shall have the meaning as provided in the Annual Incentive Plan.

 

1.3       “Annual Incentive Plan”or “AIP” shall mean the annual incentive plan outlined on Exhibit “A”attached hereto.

 

1.4       “Annual Review”shall have the meaning as provided in Section 3.1.

 

1.5       “Base Salary” shallhave the meaning as provided in Section 3.1.

 

1.6       “Board” shall meanRobert R. Black, Sr., General Hal Hornberg, Glenn Teixeira, Alan Hunter andtheir respective lawful successors elected and/or admitted by all necessarycorporate and limited liability company action, as applicable.

 

1.7       “Buyout Payment”shall have the meaning as provided in Section 7.

 

1.8       “Cause” shall meanthat the Executive:

 

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(a)       has beenformally charged with or convicted of any felony, including any crime involvingfraud, theft, embezzlement, dishonesty or moral turpitude during the Term;

 

(b)       has been foundunsuitable to hold a gaming license by a Gaming Authority;

 

(c)       has failed toabide by the Company’s policies and procedures that are reasonably and consistentlyenforced;

 

(d)       has engaged inmisconduct, failed to follow a reasonable directive, including any reasonabledirective given by the Board, or engaged in material inattention to the Company’sbusiness;

 

(e)       has failed toperform the duties required of the Executive up to the standards established bythe Company;

 

(f)        hasmaterially breached this Agreement; or

 

(g)       has engaged inacts or omissions that constitute gross negligence or willful misconductresulting, in either case, in material economic harm to the Company; or

 

(h)       has engaged inexcessive absenteeism.

 

1.9       “Change in Control”shall be deemed to have occurred if (a) there is a sale or exchange ofoutstanding stock of any class, as applicable, or membership interest in theCompany to a third party, the result of which leaves the Existing MajorityEquity Holder with less than 50% of the beneficial ownership in the survivingentity(ies); (b) there is a sale of all or substantially all of the assets ofthe Company; and/or (c) Robert R. Black, Sr. is no longer the Chief ExecutiveOfficer or equivalent of the Company as a going gaming concern. For purposes ofSection 1.9(a), “beneficial ownership” shall have the same meaning as definedin Rules 13d-13d-5 under the Securities Exchange Act of 1934, as amended,except that a Person shall be deemed to have “beneficial ownership” of allshares or membership interest that any such Person has the right to acquire,whether such right is immediately exercisable or only after the passage oftime.

 

1.10     “Company Property”shall mean all items and materials that are created, compiled, existing, orreceived by the Company during the course of the Executive’s employment withthe Company, all items and materials provided by the Company to the Executive,or to which the Executive has access, in the course of his employment,including, without limitation, all files, records, documents, drawings,specifications, memoranda, notes, reports, manuals, equipment, computer disks,videotapes, drawings, blueprints, other similar items relating to or emanatingfrom the Company, its Affiliates or their respective customers, whetherprepared by the Executive or others, and any and all copies, abstracts andsummaries thereof.

 

1.11     “Competing Business”shall mean any Person engaged in the gaming industry that directly or throughan Affiliate conducts its gaming business within the Restricted Area.

 

1.12     “Confidential Information”shall mean all nonpublic and/or proprietary information respecting the businessof the Company or any Affiliate, including, without limitation, its patrons,customer lists, products, programs, projects, promotions, marketing plans andstrategies, business plans or practices, business operations, employees,invitees, research and

 

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developmentproducts or information, intellectual property, software, databases,trademarks, pricing information and accounting and financing data. ConfidentialInformation also shall include information concerning the Company’s or anyAffiliate’s customers, such as their identity, address, preferences, playingpatterns and ratings or any other information kept by the Company or anyAffiliate concerning its customers regardless of whether such information hasbeen reduced to documentary or tangible form. Confidential Information does notinclude information that is, or becomes, available to the general public unlesssuch availability occurs through an unauthorized act on the part of theExecutive.

 

1.13     “Disability” shallmean a physical or mental incapacity that occurs during the Term that preventsthe Executive from performing, with reasonable accommodation, the essentialfunctions of his position with the Company for a minimum period of ninety (90)days. In the Event of Disability, the Executive hereby agrees to submit tomedical examinations by a licensed healthcare professional selected by theCompany, in its sole discretion, to determine whether a Disability exists. Inaddition, the Executive may submit to the Company documentation of aDisability, or lack thereof, from a licensed healthcare professional of hischoice. Following a determination of a Disability or lack of Disability by theCompany’s or the Executive’s licensed healthcare professional, the other Partymay submit subsequent documentation relating to the existence of a Disabilityfrom a licensed healthcare professional selected by such other Party. In theevent that the medical opinions of such licensed healthcare professionalsconflict, such licensed healthcare professionals shall appoint a third licensedhealthcare professional to examine the Executive, and the opinion of such thirdlicensed healthcare professional shall be dispositive.

 

1.14     “ERISA” shall mean theEmployee Retirement Income Security Act of 1974, as amended.

 

1.15     “Existing Majority EquityHolder” shall mean Robert R. Black, Sr.

 

1.16     “Gaming Authorities”shall mean the federal, state and local governmental, regulatory andadministrative authorities, agencies, boards and officials responsible for orinvolved in the regulation of gaming or gaming activities in any jurisdictionand, within the State of Nevada, specifically, the Nevada Gaming Commission andthe Nevada State Gaming Control Board.

 

1.17     “Good Reason” shallmean and exist if, without the Executive’s prior written consent, one or moreof the following events occurs:

 

(a)       the Executiveis given any title other than Chief Operating Officer or is assigned duties orresponsibilities that are inconsistent, in any reasonable respect, with theposition of Chief Operating Officer;

 

(b)       the Executiveis required to relocate from, or maintain his principal office outside of,Clark County, Nevada;

 

(c)       the Executiveis excluded from participation in any current employee benefit plan offered tothe Chief Financial Officer of the Company (or other similarly-situatedexecutive, if any) or any future incentive plan or program offered to the Chief

 

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Financial Officerof the Company (or other similarly-situated executive, if any), or his benefitsunder such plans or programs are materially reduced in such a manner that isinconsistent with such employee benefit plan documents; or

 

(d)       the Companyfails to agree to or to actually indemnify the Executive for his actions and/orinactions, as either a director or an officer of the Company, in accordancewith Nevada law and specifically NRS Chapter 78 and NRS Chapter 86, asapplicable, and/or the Company fails to maintain commercially reasonable levelsof directors’ and officers’ liability insurance coverage for the Executive whensuch insurance is available.

 

1.18     “Long Term IncentiveAwards” shall have the meaning as provided in the Long Term Incentive Plan.

 

1.19     “Long Term Incentive Plan”or “LTIP” shall mean the long term incentive plan outlined on Exhibit“B” attached hereto.

 

1.20     “Membership Interest”shall mean the membership interest held by any member of the Company.

 

1.21     “NRS” shall mean theNevada Revised Statutes, as amended.

 

1.22     “Person” shall mean anatural person, any form of business and any other non-governmental legalentity including, but not limited to, a corporation, partnership, trust, orlimited liability company.

 

1.23     “Restricted Area”shall mean that portion of the State of Nevada that is north of the Interstate15 northernmost exit marked for the Las Vegas Speedway.

 

1.24     “Restriction Period”shall mean the period expiring at 11:59 p.m. on that date immediately precedingthe two (2) year anniversary of the effective date of (a) the termination ofthis Agreement by the Company for Cause; or (b) the termination of thisAgreement by the Executive without Good Reason.

 

1.25     “Term” shall have themeaning as provided in Section 2.2.

 

1.26     “Voting Stock” shallmean capital stock of any class or classes having general voting power underordinary circumstances, in the absence of contingencies, to elect the directorsof a corporation.

 

2.         TERM;POSITION AND RESPONSIBILITIES.

 

2.1       Employment Accepted.The Company hereby employs the Executive, and the Executive hereby acceptsemployment with the Company, for the Term, in the position and with theresponsibilities set forth in Section 2.3 and upon such other terms andconditions as are stated in this Agreement.

 

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2.2       Term. This Agreementshall be for a term of four years commencing on the Effective Date and expiringat 11:59 p.m. on that date immediately preceding the four year anniversary ofthe Effective Date, unless earlier terminated as provided herein (the “Term”).

 

2.3       Responsibilities.During the Term, the Executive shall be employed as Chief Operating Officer ofthe Company and shall have such responsibilities as are commensurate with thetitle of Chief Operating Officer. During the Term, the Executive shall devotehis full time and attention to the business and affairs of the Company andshall use commercially reasonable efforts, skills and abilities to promote theCompany’s interests. Anything set forth herein to the contrary notwithstanding,the Executive shall not be precluded from engaging in charitable and communityaffairs and managing his personal investments. The Executive also may serve asa member of the board of directors of other corporations or business entities,subject to the approval of the Board, which approval shall not be unreasonablywithheld or delayed.

 

3.         COMPENSATION.

 

3.1       Base Salary. Duringthe Term, the Executive shall be entitled to a base salary (the “Base Salary”)payable no less frequently than in equal bi-weekly installments (each, an “Installment”)at an annualized rate of Two Hundred Seventy-Five Thousand Dollars($275,000.00). During the Term, the Base Salary shall be reviewed annually forincrease (but not decrease) by the Board, and any such increase shall be at thesole discretion of the Board. In conducting such annual review (the “AnnualReview”), the Board shall take into account any change in the Executive’sresponsibilities, increases in the compensation of other executives of theCompany or of any Affiliate (or of any competitors) of either or both), theperformance of the Executive and/or any other pertinent factors. If an increaseis approved by the Board, then such increased Base Salary shall then constitutethe Executive’s “Base Salary” for purposes of this Agreement.

 

3.2       AIP. The Executiveis eligible to participate in the AIP as set forth on Exhibit “A” heretoand incorporated herein by this reference. Payment of Annual Incentive Awardsshall be made no later than 180 calendar days after the Company’s fiscal year-endor by such date as the parties may mutually agree.

 

3.3       LTIP. The Executiveis eligible to participate in the LTIP as set forth on Exhibit “B”hereto and incorporated herein by this reference. Payment of Long TermIncentive Awards shall be made no later than calendar 180 days after theCompany’s fiscal year-end or by such date as the Parties may mutually agree.

 

4.         PENSIONAND WELFARE BENEFIT PLANS. Beginning on the Effective Date, the Executive shallbe entitled to participate in all employee benefit programs and plans,consistent with the terms of such programs and plans, made available to theCompany’s executives or salaried employees generally, as such programs may bein effect from time to time.

 

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5.         BUSINESSEXPENSE REIMBURSEMENT AND PERQUISITES.

 

5.1       Expense Reimbursement.During the Term, and in accordance with applicable company policies, theExecutive shall be entitled to receive reimbursement by the Company for allreasonable out-of-pocket expenses incurred by him in performing services underthis Agreement and in relation to the Company, subject to providing reasonabledocumentation of such expenses.

 

5.2       Perquisites. Duringthe Term, the Executive also shall be entitled to any of the Company’sexecutive perquisites in accordance with the terms and provisions of theapplicable policies, including, without limitation, vacation of four weeks peryear during the Term.

 

6.         TERMINATIONOF EMPLOYMENT.

 

6.1       Termination Due to Deathor Disability. The Executive’s employment shall be terminated immediatelyin the event of his death or Disability. In the event of a termination due tothe Executive’s death or Disability, the Executive or his estate, asapplicable, shall be entitled, in lieu of any other compensation whatsoever, tothe following:

 

(a)       any non-paidInstallment of Base Salary at the rate in effect at the time of his terminationthrough the date of death;

 

(b)       reimbursementof expenses incurred but not paid prior to such termination of employment;

 

(c)       such rights toother benefits as may be provided in applicable plans and programs of theCompany, according to the terms and provisions of such plans and programs;

 

(d)       at the Company’sexpense, one hundred and eighty (180) days of COBRA coverage for the Executive,the Executive’s spouse and dependents, as applicable, to the fullest extentpermitted by law;

 

(e)       four (4)additional Installments of Base Salary following the date of death orDisability;

 

(f)        all targetcompensation associated with the AIP and LTIP calculated *pro rata*for the portion of the fiscalyear prior to the Executive’s death or Disability; and

 

(g)       all accruedbut unpaid bonus prior to the date of the Executive’s death or Disability.

 

6.2       Termination by theCompany for Cause. The Company may terminate the Executive’s employment forCause at any time during the Term by giving written notice to the Executive ofthe Company’s intention to terminate his employment for Cause. Such writtennotice shall describe with reasonable specificity (a) the particular act, acts,or omission that provides the basis of the Company’s termination of theExecutive for Cause; and (b) one or more reasonable and acceptable remedy(ies)for such act, acts or omission. Unless the Board, in good faith, reasonablydetermines that the Executive’s act, acts, or omission is incapable ofcorrection, which may include but is not limited to those acts set forth 1.8(a)and (b) above, the Executive shall be given forty-two (42) calendar days fromthe receipt of such notice to cure such act, acts, or omission as stated in thenotice. During such cure period, the Executive shall be given the reasonableopportunity to meet with the Board and/or the Existing Majority Equity Holderto defend such act, acts, or omission. During such cure period, the Executiveshall continue to be

 

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paid his BaseSalary. If after forty-two (42) calendar days, in the sole discretion of theBoard, the Executive is unable to cure such act, acts, or omission that was thewritten basis for termination by the Company for Cause, then the Executive’semployment with the Company automatically shall be terminated under thisSubsection 6.2 for Cause. In the event of a termination for Cause, theExecutive shall be entitled, in lieu of any other compensation and benefitswhatsoever, to the following:

 

(a)       any non-paidInstallment of Base Salary at the rate in effect at the time of his terminationthrough the date of termination of employment;

 

(b)       reimbursementof expenses incurred but not paid prior to such termination of employment; and

 

(c)       such rights toother benefits as may be provided in applicable plans and programs of theCompany, according to the terms and conditions of such plans and programs.

 

Notwithstanding the foregoing, the Company may immediately terminatethe Executive for Cause, and there shall be no cure period if the Executive isunable to perform the essential functions of his job for a period of onehundred and twenty (120) consecutive days.

 

6.3       Termination by theCompany Without Cause. Notwithstanding any other provision of thisAgreement, the Company may terminate the Executive’s employment without Cause,other than due to death or Disability, at any time during the Term by givingninety (90) days’ written notice to the Executive. In the event that theCompany terminates the Executive’s employment without Cause and subject toSection 7 hereof, the Executive shall be entitled, in lieu of any othercompensation and benefits whatsoever, to:

 

(a)       in addition to any non-paidInstallment of Base Salary at the rate in effect at the time of his terminationthrough the date of termination of employment, (i) Five Hundred ThousandDollars ($500,000.00) if the Company terminates the Executive without Cause atany time prior to the first anniversary of this Agreement; (ii) Four HundredThousand Dollars ($400,000.00) if the Company terminates the Executive withoutCause at any time subsequent to the first anniversary of this Agreement andprior to the second anniversary of this Agreement; or (iii) Two HundredSeventy-Five Thousand Dollars ($275,000.00) if the Company terminates theExecutive without Cause at any time subsequent to the second anniversary ofthis Agreement and prior to the expiration of the Term. One Hundred Percent(100%) of the foregoing payment shall be made by the Company to the Executivein a lump sum upon satisfaction of the conditions set forth in Section 8.3;

 

(b)       any non-paid bonuscompensation associated with the AIP that is due and owing to the Executive;

 

(c)       reimbursement for expensesincurred but not paid prior to such termination of employment;

 

(d)       such rights to otherbenefits as may be provided in applicable plans and programs of the Company,according to the terms and conditions of such plans and programs; and

 

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(e)       at the Company’s expense,one hundred and eighty (180) days of COBRA coverage for the Executive, hisspouse and dependents, as applicable, to the fullest extent permitted by law.

 

6.4       Termination by theExecutive for Good Reason. The Executive may terminate his employment forGood Reason by giving written notice to the Company of the Executive’sintention to terminate his employment for Good Reason. Such written noticeshall describe with reasonable specificity (a) the particular act, acts, oromission that provides the basis for the Executive’s termination for GoodReason; and (b) one or more reasonable and acceptable remedy(ies) for such act,acts or omission. The Company shall be given forty-two (42) calendar days fromthe receipt of such notice to cure such act, acts, or omission as stated in theforegoing notice. During such cure period, the Company shall be given thereasonable opportunity to meet with the Executive and defend such act, acts, oromission. During such cure period, the Executive shall continue to perform asset forth herein. If after forty-two (42) calendar days, the Company is unableto cure such act, acts, or omission that was the written basis for terminationby the Executive for Good Reason the Executive shall terminate his employmentwith the Company under this Section 6.4. In the event of a termination for GoodReason and subject to Section 7 hereof, the Executive shall be entitled, in lieuof any other compensation and benefits whatsoever, to the following:

 

(a)       in addition to any non-paidInstallment of Base Salary at the rate in effect at the time of his terminationthrough the date of termination of employment, (i) Five Hundred Thousand Dollars($500,000.00) if the Executive terminates his employment for Good Reason at anytime prior to the first anniversary of this Agreement; (ii) Four HundredThousand Dollars ($400,000.00) if the Executive terminates his employment forGood Reason at any time subsequent to the first anniversary of this Agreementand prior to the second anniversary of this Agreement; or (iii) Two HundredSeventy-Five Thousand Dollars ($275,000.00) if the Executive terminates hisemployment for Good Reason at any time subsequent to the second anniversary ofthis Agreement and prior to the expiration of the Term. One Hundred Percent(100%) of the foregoing payment shall be made by the Company to the Executivein a lump sum upon satisfaction of the conditions set forth in Section 8.3;

 

(b)       any non-paid bonuscompensation associated with the AIP that is due and owing to the Executive;

 

(c)       reimbursement for expensesincurred but not paid prior to such termination of employment;

 

(d)       such rights to otherbenefits as may be provided in applicable plans and programs of the Company,according to the terms and conditions of such plans and programs; and

 

(e)       at the Company’s expense,one hundred and eighty (180) days of COBRA coverage for the Executive, hisspouse and dependents, as applicable, to the fullest extent permitted by law.

 

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6.5       Termination by theExecutive Without Good Reason. The Executive may terminate his employmenton his own initiative at any time and for any reason upon thirty (30) days’prior written notice to the Company. In the event of a termination without GoodReason, the Executive shall be entitled, in lieu of any other compensation andbenefits whatsoever, to the following:

 

(a)       any non-paidInstallment of Base Salary at the rate in effect at the time of his terminationthrough the date of termination of employment;

 

(b)       reimbursementof expenses incurred but not paid prior to such termination of employment; and

 

(c)       Executiveshall be subject to the Restriction Area and the Restricted Period provisionsset forth herein in Sections 1.23 and 1.24 respectively.

 

6.6       Expiration. Uponexpiration of the Term, the Executive shall not be entitled to any additionalcompensation after the expiration thereof, but such termination of employmentshall not otherwise affect accrued but unpaid compensation, benefits, bonus, orotherwise provided under this Agreement or pursuant to any Company plan orprogram.

 

7.         CHANGEIN CONTROL; BUY-OUT OPTION.

 

7.1       Buyout Termination.The Company shall give the Executive at least ninety (90) calendar days’ noticeof any pending Change in Control. Within thirty (30) calendar days of receivingnotice of a pending Change in Control, the Executive shall have the option, inhis sole and absolute discretion, to terminate this Agreement by deliveringwritten notice to the Company (“Buy-Out Termination”‘). A Buy-OutTermination pursuant to this Section 7 shall be effective upon theconsummation, or closing, of the transaction(s) that will result in the Changein Control.

 

7.2       Buyout Payment. Upona Buyout Termination pursuant to this Section 7, the Executive shall beentitled to all accrued but unpaid compensation, benefits, bonus, or otherwiseprovided under this Agreement or pursuant to any Company plan or program, and,in addition to the foregoing, the Company shall pay the Executive a buyoutpayment in an amount equal to the greater of (a) Five Hundred Thousand Dollars($500,000.00); or (b) if applicable, 1% of the sale price of the stock orassets of the Company, as applicable, calculated as follows: 1% of [sale price- (long-term debt + $30,000,000.00)] (the “Buyout Payment”). Unlessotherwise provided for in this Agreement, the Executive’s rights upon a Changein Control to benefits under programs, plans and policies of the Company shallbe determined according to the terms and conditions of such programs, plans andpolicies. All other non-compensation terms and conditions of this Agreementshall remain in full force and effect.

 

8.         CONDITIONSTO PAYMENTS UPON TERMINATION.

 

8.1       Timing of Payments.Unless otherwise provided herein, any payments to which the Executive shall beentitled pursuant to Sections 6 (excluding Section 6.2) and 7 shall be payableupon the satisfaction of the conditions set forth in Subsection 8.3.

 

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8.2       No Mitigation; No Offset.Notwithstanding any contrary provision contained herein, so long as theExecutive’s employment terminates in accordance with Sections 6 and/or 7 ofthis Agreement, the exclusive remedies available to the Executive shall be theamounts due under Section 6 or 7, which are in the nature of severancepayments, or liquidated damages, or both, and are not in the nature of apenalty. The Executive shall have no duty to mitigate, and there shall be nooffset against amounts due to the Executive on account of any remunerationattributable to any subsequent employment that the Executive may obtain aftertermination of this Agreement. In the event of a termination of this Agreement,neither Party shall publish in any way or make any negative comment orstatement about the other Party or concerning the reasons for such termination.The provisions of this Subsection 8.2 shall survive the expiration or earliertermination of this Agreement.

 

8.3       General Release. Nopayments or benefits payable to the Executive upon the termination of hisemployment pursuant to Section 6 or 7 of this Agreement shall be made to theExecutive unless and until he executes a general release substantially in theform attached hereto as Exhibit “C”.

 

8.4       Compliance with theAgreement. Payments or benefits payable to the Executive upon thetermination of his employment pursuant to Sections 6 or 7 of this Agreementshall be made by the Company to the Executive in reliance upon the Executive’scompliance with any material, post-employment obligation contained in thisAgreement, including, without limitation, those obligations contained inSections 10 and 11 of this Agreement.

 

8.5       Continuing Obligationsof the Executive. No act or omission by the Executive in breach of thisAgreement, including, without limitation, his failure to execute the generalrelease, shall be deemed to permit the Executive to forego or waive suchpayments in order to avoid his obligations under Section 10 and 11 of thisAgreement.

 

9.         INDEMNIFICATION.The Company agrees that if the Executive is made a party or is threatened to bemade a party to any action, suit or proceeding, whether civil, criminal,administrative or investigative (an “Indemnifiable Action”), by reasonof the fact that he is or was a director or officer of the Company or is or wasserving at the request of the Company as a director, officer, member, employeeor agent of another corporation or of a partnership, joint venture, trust orother enterprise, including service with respect to employee benefit plans,regardless of whether the basis of such Indemnifiable Action is alleged actionin an official capacity as a director, officer, member, employee or agent, he shallbe indemnified and held harmless by the Company to the fullest extent permittedby Nevada law and the Company’s by-laws and operating agreements, asapplicable, as the same exist or may hereafter be amended (but, in the case ofany such amendment to the Company’s by-laws and/or operating agreement(s), onlyto the extent such amendment permits the Company to provide broaderindemnification rights than the Company’s by-laws and/or operating agreement(s)permitted the Company to provide before such amendment), against all expense,liability and loss (including, without limitation, attorneys’ fees, costs,judgments, fines, and amounts paid or to be paid in settlement) reasonablyincurred or suffered by the Executive in connection therewith.

 

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10.       NON-SOLICITATIONAND NON-DISCLOSURE.

 

10.1     General. The Partiesunderstand and agree that the purpose of the restrictions contained in thisSection 10 is to protect the goodwill and other legitimate business interestsof the Company, and that the Company would not have entered into this Agreementin the absence of such restrictions. The Executive acknowledges and agrees thatthe restrictions are reasonable and do not, and will not, unduly impair hisability to make a living after the termination of his employment with theCompany.

 

10.2     Non-Solicitation. Inconsideration for this Agreement to employ the Executive and the other valuableconsideration provided for hereunder, the Executive warrants and covenants thatduring the Term and/or during the Restriction Period, if applicable, thatExecutive shall not unless acting on behalf of the Company or on behalf of anyAffiliate, directly or indirectly, for himself or any third party, or alone oras a member of a partnership, or as an officer, director, shareholder orotherwise:

 

(a)       call on, solicit, induce toleave and/or take away, or attempt to call on, solicit, induce to leave and/ortake away, any of the customers of the Company, either for Executive’s ownaccount or for any third party;

 

(b)       call on, solicit and/ortake away, any potential or prospective customer of the Company, on whom theExecutive called or with whom Executive became acquainted during employment(either before or during the Term), either for Executive’s own account or forany third party; and/or

 

(c)       approach or solicit anyemployee or independent contractor of the Company with a view towards enticingsuch person to leave the employ or service of the Company, or hire or contractwith any employee or independent contractor of the Company, without the priorwritten consent of the Company, such consent to be within the Company’s soleand absolute discretion.

 

10.3     Non-Compete. Inconsideration for this Agreement to employ the Executive and the other valuableconsideration provided for hereunder, the Executive warrants and covenants thatduring the Term, Executive shall not accept any position or affiliation with,or render any services to any Competing Business. Further, Executive warrantsand covenants that Executive, during the Restriction Period, if applicable,shall not accept any position or affiliation with, or render any services toany Competing Business within the Restricted Area.

 

10.4     Non-Disclosure. Inconsideration for this Agreement to employ the Executive and the other valuableconsideration provided for hereunder, the Executive warrants and covenants thatExecutive shall not engage in the following acts:

 

(a)       make known to any thirdparty the names and addresses of any of the customers of the Company, or anyother information pertaining to those customers; and/or

 

(b)       make known to any thirdparty any Confidential Information.

 

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10.5     Survival. TheExecutive agrees that the provisions of this Section 10 shall survive thetermination of this Agreement by the Company for Cause or by the Executivewithout Good Reason.

 

11.       CONFIDENTIALINFORMATION AND COMPANY PROPERTY.

 

11.1     Confidential Information.The Executive understands and acknowledges that Confidential Informationconstitutes a valuable asset of the Company and its Affiliates and may not beconverted to the Executive’s own or any third party’s use by the Executive.Accordingly, the Executive hereby agrees that he shall not directly or indirectly,during the Term or any time thereafter, disclose any Confidential Informationintentionally to any Person not authorized by the Company to receive suchConfidential Information. The Executive further agrees that he shall notdirectly or indirectly, during the Term or any time thereafter, use or make useof any Confidential Information in connection with any business activity otherthan that of the Company. The Parties acknowledge and agree that this Agreementis not intended to, and does not, alter either the Company’s rights or theExecutive’s obligations under any applicable laws regarding trade secrets andunfair trade practices.

 

11.2     Company Property. AllCompany Property is and shall remain exclusively the property of the Company.Unless authorized in writing to the contrary, the Executive promptly shalldeliver to the Company upon termination or expiration of this Agreement, or atany other time the Company reasonably may so request, all Company Property thatthe Executive has in his possession.

 

11.3     Required Disclosure.In the event the Executive is required by law or court order to disclose anyConfidential Information or to produce any Company Property, the Executivepromptly shall notify the Company of such requirement and provide the Companywith a copy of any court order or of any law that requires such disclosure and,if the Company so elects, to the extent permitted by law, give the Company anadequate opportunity, at its own expense, to contest such law or court orderprior to any such required disclosure or production by the Executive.

 

11.4     Survival. TheExecutive agrees that the provisions of this Section 11 shall survive thetermination of this Agreement.

 

12.       MUTUALARBITRATION AGREEMENT. Except for disputes relating to Worker’s Compensationclaims of the Executive, any and all disputes that may arise between theParties, which shall include but are not limited to any employment relatedclaim whether based on statute or common law and/or disputes relating to thisAgreement, shall be resolved by arbitration administered by the AmericanArbitration Association under its National Rules for Resolution of EmploymentDisputes or other applicable rules or as otherwise mutually agreed to by theParties. Any arbitration under this paragraph shall take place in Las Vegas,Nevada and shall be governed by the procedural and substantive law of Nevada.However, nothing herein shall preclude or prohibit the Company or the Executivefrom seeking or obtaining injunctive or other equitable relief.

 

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13.       NOTICES.All notices, demands and requests required or permitted to be given to eitherParty under this Agreement shall be in writing and shall be deemed to have beengiven when delivered personally or sent by certified or registered mail,postage prepaid, return receipt requested, duly addressed to the Partyconcerned at the address indicated below or to such changed address of whichsuch Party may subsequently give written notice:

 

 
| If  to the Company:   | CasaBlanca Resorts                                                                                               |
|-----------------------|------------------------------------------------------------------------------------------------------------------|
|                  | Attn.  Mr. Robert R. Black, Sr.                                                                             |
|                  | 911 North Buffalo, Suite 201  Las Vegas, Nevada 89128                                                            |
|                  |                                                                                                             |
| With  a copy to:      | Black, LoBello & Pitegoff                                                                                    |
|                  | Attn.  Tisha Black-Chernine, Esq.                                                                                |
|                  | 6885 West Charleston Boulevard  Las Vegas, Nevada 89117                                                          |
|                  |                                                                                                             |
| If  to the Executive: | Mr. Jonathan Lowenhar                                                                                       |
|                  | 9805 Panorama Cliffs Drive  Las Vegas, Nevada 89134                                                              |
|                  |                                                                                                             |
| With  a copy to:      | Schreck Brignone                                                                                                 |
|                  | Attn. Elayna Youchah, Esq.  Kate C. Lowenhar, Esq.  300 South Fourth Street, Suite 1200  Las Vegas, Nevada 89101 |

 

14.       ASSIGNMENT.Executive understands that his employment, or continued employment, isconsideration for the Non-Competition, Non-Disclosure and Non-SolicitationCovenants contained herein in Section 10 of this Agreement. Executive alsounderstands and agrees that in consideration of the payment of $100.00, whichExecutive has received upon execution of this Agreement, the Non-CompetitionCovenants in Section 10 of this Agreement shall be assignable by Company as setforth herein. Further, it is understood that the Executive may not assign anyrights under this Agreement.

 

15.       BENEFICIARIES/REFERENCES.The Executive shall be entitled to select a beneficiary or beneficiaries toreceive any compensation or benefit payable hereunder following the Executive’sdeath and may change such election by giving the Company written notice thereofpursuant to this Agreement. In the event of the Executive’s death or a judicialdetermination of his incompetence, reference in this Agreement to the Executiveshall be deemed, where appropriate, to refer to his beneficiaries, estate orother legal representative.

 

16.       SURVIVORSHIP.The respective rights and obligations of the Parties hereunder shall survivethe expiration or earlier termination of this Agreement to the extent necessaryto the intended preservation of such rights and obligations. The provisions ofthis Section 16 are in addition to the survivorship provisions of any othersection of this Agreement.

 

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17.       REPRESENTATIONSAND WARRANTIES OF THE EXECUTIVE. The Executive hereby represents and warrantsthat he has the full legal capacity to enter into this Agreement and that thereis no agreement to which he is a party or beneficiary that would prevent,contravene or otherwise adversely impact the Executive’s ability to comply withthe terms and obligations set forth herein.

 

18.       REPRESENTATIONSAND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants tothe Executive that there is no agreement to which it is a party or beneficiarythat would prevent, contravene or otherwise adversely impact the Company’sability to comply with the terms and obligations set forth herein. As of theEffective Date, the Company further represents and warrants to the Executivethat upon execution of this Agreement, this Agreement shall become a bindingobligation of the Company and shall be enforceable against it in accordancewith its terms, except as may be limited by laws generally affecting theenforcement of contracts. The Company further represents and warrants that theCompany is comprised of two limited liability companies and a corporation, dulyorganized and incorporated, respectively, validly existing and in good standingunder the laws of the State of Nevada and are duly qualified and in goodstanding in such other jurisdictions wherein the nature of the businesstransacted by it or them or property owned by it or them makes suchqualification necessary. The Company has the valid limited liability companypower and corporate power to enter into and perform all of its obligationsunder this Agreement, and this Agreement has been authorized by all necessarylimited liability company action and corporate action.

 

19.       ENTIREAGREEMENT. This Agreement contains the entire agreement between the Partiesconcerning the subject matter hereof and supersedes all prior agreements,understandings, discussions, negotiations and undertakings, whether written ororal, express or implied, between the Parties with respect hereto. Norepresentations, inducements, promises or agreements that are not set forthherein shall be of any force or effect.

 

20.       ASSIGNABILITY;BINDING NATURE. This Agreement shall be binding upon and inure to the benefitof the parties and their respective successors, heirs and assigns; provided,however, that no rights or obligations of the Executive under this Agreementmay be assigned or transferred by the Executive, other than rights tocompensation and benefits hereunder, that may be transferred only by will oroperation of law and subject to the limitations of this Agreement; andprovided, further, that no rights or obligations of the Company under thisAgreement may be assigned or transferred by the Company without the priorwritten consent of the Executive, to be granted or denied in the Executive’ssole discretion. Notwithstanding the foregoing, the Executive hereby consentsto the assignment of this Agreement in its entirety and without amendment toBlack Gaming, Inc., a Nevada corporation, or Black Gaming, LLC, a Nevadalimited liability company.

 

21.       AMENDMENTOR WAIVER. No provision in this Agreement may be amended or waived unless suchamendment or waiver is agreed to in writing, signed by both Parties. No waiverby one Party of any breach by the other Party of any condition or provision ofthis Agreement to be performed by such other Party shall be deemed a waiver ofa similar or dissimilar condition or provision at the same or any prior orsubsequent time.

 

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22.       SEVERABILITY.In the event that any provision or portion of this Agreement, except Section 6,Section 7 and Section 10, shall be determined to be invalid or unenforceablefor any reason, in whole or in part, the remaining provisions of this Agreementshall be unaffected thereby and shall remain in full force and effect to thefullest extent permitted by law. If Section 6, Section 7 or Section 10 isdetermined to be invalid or unenforceable for any reason; in whole or in part,either Party may terminate this Agreement without further obligations or dutieshereunder.

 

23.       GOVERNINGLAW. To the extent not otherwise expressly stated herein, any and all disputeresolution shall be governed by and construed and interpreted in accordancewith the procedural and substantive laws of the State of Nevada withoutreference to the principles of conflict of laws thereof.

 

24.       HEADINGS.The headings of the sections and subsections contained in this Agreement arefor convenience only and shall not be deemed to control or affect the meaningor construction of any provision of this Agreement.

 

25.       COUNTERPARTS.This Agreement may be executed in counterparts, including facsimilecounterparts, each of which shall be deemed an original and all of which shallconstitute one and the same Agreement with the same effect as if all Partieshad signed the same signature page. Any signature page of this Agreement may bedetached from any counterpart of this Agreement and reattached to any othercounterpart of this Agreement identical in form hereto but having attached toit one or more additional signature pages.

 

26.       ACKNOWLEDGEMENT.The Executive represents and acknowledges that he has carefully read thisAgreement in its entirety, understands the terms and conditions containedherein, has had the opportunity to review this Agreement with legal counsel ofhis own choosing and has not relied on any statements made by the Company orits legal counsel as to the meaning of any term or condition contained hereinor in deciding whether to enter into this Agreement, and is entering into thisAgreement knowingly and voluntarily.

 

27.       ATTORNEYS’FEES. In the event an action, claim or suit is brought to enforce the terms ofthis Agreement or to collect damages claimed as a result of a breach of thisAgreement, the prevailing party shall be entitled to recover its reasonableattorneys’ fees, costs and all other expenses reasonably associated with theenforcement of this Agreement.

 

28.       GAMINGINVESTIGATION. In the event the Executive is required to apply for and obtainany license, permit, approval, authorization, registration, finding ofsuitability, or otherwise from any Gaming Authority necessary for the conductof the Executive’s business on behalf of the Company (collectively, the “Approvals”),then the Company shall pay all costs and expenses of any nature whatsoever,including reasonable attorneys’ fees, in connection with such Approvals,including, without limitation, any costs and expenses of any nature whatsoeverassociated with the investigation of the Executive by any Gaming Authority.

 

29.       TOLLING.In the event Executive breaches any of the covenants contained herein andCompany seeks compliance with those covenants by judicial proceedings, the timeperiods

 

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during whichExecutive is restricted by said covenants shall be extended by the time duringwhich the Executive is found by a court of competent jurisdiction to have beenin breach of said covenants.

 

30.       LIMITATIONOF RESTRICTIONS. It is the intention of the parties hereto that the potentialrestrictions on Executive’s future employment and communications imposed bysections 10 and 11 of this Agreement be reasonable in both duration andgeographic scope and in all other respects. If for any reason any court ofcompetent jurisdiction shall find any of the provisions of sections 10 and 11unreasonable in duration or geographic scope or otherwise, the parties agreethat the restrictions and prohibitions contained therein shall be reduced orlimited so as to be effective to the fullest extent allowable under applicablelaw.

 

**[*Signatures appear on the following page.*]**

 

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IN WITNESSWHEREOF, the Parties have executed this Agreement as of the Effective Date.

 
|   |   |   | “COMPANY”  Virgin River Casino Corporation,  a Nevada corporation                                                |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                       |
|   |   |   |                                                                                                                       |
|   |   |   | /s/ Robert “Randy”  Black, Sr.                                                                                   |   |
|   |   |   | By:      Robert  “Randy” Black, Sr.  Its:      President       |
|   |   |   |                                                                                                                       |
|   |   |   | RBG, LLC,  a Nevada limited liability company                                                                              |
|   |   |   |                                                                                                                       |
|   |   |   |                                                                                                                       |
|   |   |   | /s/ Robert “Randy”  Black, Sr.                                                                                   |   |
|   |   |   | By:      Robert  “Randy” Black, Sr.  Its:      Managing Member |
|   |   |   |                                                                                                                       |
|   |   |   | CasaBlanca Resorts,  LLC,  a Nevada limited liability company.                                                             |
|   |   |   |                                                                                                                       |
|   |   |   |                                                                                                                       |
|   |   |   | /s/ Robert “Randy”  Black, Sr.                                                                                   |   |
|   |   |   | By:      Robert  “Randy” Black, Sr.  Its:      Managing Member |
|   |   |   |                                                                                                                       |
|   |   |   |                                                                                                                       |
|   |   |   | “EXECUTIVE”                                                                                                      |
|   |   |   |                                                                                                                       |
|   |   |   |                                                                                                                       |
|   |   |   | /s/ Jonathan Lowenhar                                                                                                      |   |
|   |   |   | Jonathan Lowenhar                                                                                                          |

 

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**Exhibit “A”**

 

**Annual Incentive Plan**

 

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**Exhibit “B”**

 

**Long Term Incentive Plan**

 

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**Exhibit “C”**

 

**General Release**

 

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