Unassociated Document


    EMPLOYMENT
AGREEMENT

    


    


    THIS
EMPLOYMENT AGREEMENT (“Agreement”) shall be effective as of the 4th day of
February, 2011 by and between JAMES J. KOHN (“Employee”) and NEVADA GOLD &
CASINOS, INC., a Nevada corporation with headquarters in Houston, Texas
(“Employer” or “the Company”).

    


    WHEREAS, Employer is in the business of
developing, owning, and operating gaming facilities and lodging and
entertainment facilities in the United States; and

    


    WHEREAS, the Employer and Employee are
parties to that certain Employment Agreement dated October 24, 2006, as amended
on April 22, 2008. (the “Original Employment Agreement”).

    


    WHEREAS, the Original Employment
Agreement expires, on April 22, 2011 and shall be of no further force and
effect.

    


    WHEREAS, the Employer and Employee have
agreed to enter into a new Employment Agreement on the terms and conditions
hereinafter set forth.

    


    NOW, THEREFORE, in consideration of the
mutual covenants and promises contained herein, the parties agree as
follows:

    


    1. EMPLOYMENT.
Employee agrees to continue as the Executive Vice President, Secretary and Chief
Financial Officer of Nevada Gold and Casino Inc., under the terms and conditions
of this Agreement.

    


    2. TERM.
This Agreement is effective on February 4, 2011, and shall continue as set forth
herein.

    


    3. DUTIES
AND TITLE. Employee’s title shall be that of Executive Vice President,
Secretary and Chief Financial Officer. Employee shall have such powers and
perform such duties as are customarily performed by an Executive Vice President,
Secretary and Chief Financial Officer, including, but not limited to, overall
responsibility for and authority over finance and accounting, and serving as
principal financial officer of the Company. Employee shall report to the Chief
Executive Officer of the Company. Employee shall perform his duties to the best
of his abilities and shall devote substantially all of his working time to such
duties.

    


    4. COMPENSATION.
Employer hereby agrees to provide Employee with the following
compensation package which shall be reviewed annually by Employer’s Compensation
Committee:

    


    (a).
Salary.
Employer shall pay Employee an annual salary in the amount of Two Hundred Eighty
Three Thousand and Two Hundred Fifty Dollars ($283,250) payable in the same
manner as Employer pays its other executive employees, less required state and
federal withholdings (the “Annual Salary”).

    


    (b) Auto
Allowance. Employer shall provide Employee with a monthly auto allowance
of Seven Hundred Fifty Dollars ($750.00).

    


    (c) Vacation
and Fringe Benefits. Employee shall be entitled to one (1) month paid
vacation each year. In addition, and subject to the terms of any plans or
policies governing such matters, Employee shall be entitled to receive (i)
contributions to Employer’s 401(k) and other retirement plans at a rate at least
as great as Employer contributes for its other senior executive employees; (ii)
major medical and health insurance; (iii) customary reimbursement for travel and
entertainment; (iv) actual reimbursement of Employee’s moving and relocation
expenses to a new permanent residence upon the termination of Employee’s
employment; (v) the consequential costs of Employee selling his home in
Rochester Hills, Michigan, including brokers’ fees, closing costs, title
insurance, reasonable attorney’s fees and other incidental customary closing
costs (“Relocation Expenses”); (vi) a tax equalization allowance related to his
Relocation Expenses.

    


    (d) Performance
Bonuses. Employee shall be eligible for yearly bonuses equal to 50% of
his annual salary for achieving reasonable goals related to profitability and or
strategic goals established in the first 30 days of the fiscal year by the Board
of Directors and/or the Compensation Committee.

    


    (e) Stock
Options. All Stock Options previously granted to Employee are subject to
the terms and conditions of Employer’s stock option
plan.  

     

    
      
         

      

      
        - 1
-

        
          

        

      

      
         

      

    

     

    5. TERMINATION
AND COMPENSATION UPON TERMINATION.

    


    (a) Termination without Cause by
Employer. Employer may terminate Employee’s employment at any time
without Cause (as defined in Section 5(c) below) by giving prior, written notice
to Employee. In such case, Employer shall pay the Annual Salary to Employee for
a twelve month period following termination of employment plus pro rata
performance bonus, accrued vacation and fringe benefits. Employer shall pay
Employee, on the same pay dates on which and in the same manner by which it pays
its current employees. All stock options granted but not vested at such time
shall immediately become fully vested in Employee. For purposes of calculating
the performance bonus, if same is due to Employee in the event of such
termination, Employer shall apply the same percentage of performance bonus paid
in the fiscal year preceding the fiscal year during which the termination
becomes effective, prorated for the portion of the fiscal year that transpired
prior to the termination.

    


    (b) Change of Control.
Employee may terminate Employee’s employment in the event of a “Change of
Control” defined as the sale of substantially all of the Employer’s assets,
acquisition by a third party of more than 50% of Employer’s stock, merger, or
other business combination with an unaffiliated entity or person. In the event
of such a termination, Employer shall pay to Employee in a lump sum an amount
equal to twelve months Annual Salary plus pro rata performance bonus, accrued
vacation, and fringe benefits. In addition, all stock options granted but not
yet vested shall immediately become fully vested in Employee. Employee must give
notice of any termination under this subsection within thirty (30) days of the
occurrence of the event he believes gives rise to a Change of Control. For
purposes of calculating the performance bonus, if same is due to Employee in the
event of such termination, Employer shall apply the same percentage of
performance bonus paid in the fiscal year preceding the fiscal year during which
the termination becomes effective, prorated for the portion of the fiscal year
that transpired prior to the termination.

    


    (c) Termination for
Cause. Employer may terminate Employee’s employment for “Cause” at any
time. Such a termination shall be effective as specified by Employer. In the
event of a termination by Employer for “Cause,” Employee shall be entitled only
to his salary, accrued vacation, and fringe benefits through the effective date
of termination. Any unvested stock options shall be forfeited. All stock options
granted which have vested will be treated as prescribed under Employer’s Stock
Option Plan and the Stock Option Agreement. “Cause” means: (i) the Employee’s
conviction of, or entry of a plea agreement or consent degree or similar
arrangement with respect to, a felony, other serious criminal offense or offense
involving moral turpitude, or any violation of federal or state securities law;
(ii) Employee’s material violation of Employer’s written policies; (iii)
Employee’s material breach of this Agreement, (iv) the final revocation,
suspension, or impairment (after all applicable appeals) of Employee’s gaming
license in any jurisdiction in which Employer is required to have a gaming
license, or a finding (after all applicable appeals) by any authority in any
such jurisdiction that Employee is unsuitable to hold a gaming license; or (v)
Employee’s gross misconduct in the performance of Employee’s duties hereunder.
Any termination of the Employee’s employment by Employer pursuant to this
Section 5 (c) shall be communicated by a notice of termination which shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Employee’s employment under the provision invoked.
To exercise its right to terminate the Employee pursuant to provisions (ii),
(iii) or (v) of the definition of Cause, Employer must first provide the
Employee with 30 days’ time to correct the circumstances or events that Employer
contends give rise to the existence of Cause under those provisions. The 30-day
time period shall not begin to run until the Board of Directors of Employer has
given the Employee the opportunity to meet with the Board (at which meeting at
least a quorum of the Board is present either personally or telephonically) to
hear a specific explanation from the Board of the circumstances or events the
Board believes may fall within provisions (ii), (iii) or (v) of the definitions
of Cause.

    


    (d) Termination due to Inability
to Perform Essential Functions. Employer may terminate Employee’s
employment if Employee becomes unable to perform the essential functions of his
position due to disability for a period greater than six months despite any
reasonable accommodation required by law. In the event of a termination under
this subsection, Employee shall be entitled only to his salary, accrued
vacation, and fringe benefits for a period of one (1) year following the
effective date of termination and thereafter to any benefits to which Employee
is entitled under the Company’s disability policy. In the case of granted but
unvested stock options, those unvested stock options which would become vested
within such one (1) year period shall become vested and the remaining granted
but unvested stock options shall be forfeited. Otherwise, the stock options will
be treated as prescribed under Employer’s Stock Option Plan and the Stock Option
Agreement.

    


    6. CONFIDENTIALITY, PROPERTY,
COMPETITION, SOLICITATION.

    


    (a) Ownership.
Employee agrees that all inventions, copyrightable material, business and/or
technical information, marketing plans, customer lists and trade secrets which
arise out of the performance of this Agreement are the property of
Employer.

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

    


    (b) Confidentiality.
Except as is consistent with Employee’s duties and responsibilities within the
scope of his employment with Employer, Employee agrees to keep confidential
indefinitely, and not to use or disclose to any unauthorized person, information
which is not generally known and which is proprietary to Employer, including all
information that Employer treats as confidential, (“Confidential Information”).
Upon termination of Employee’s Employment, Employee will promptly turn over to
Employer all software, records, manuals, books, forms, documents, notes,
letters, memoranda, reports, data, tables, compositions, articles, devise,
apparatus, marketing plans, customer lists and other items that disclose,
describe or embody Confidential Information including all copies of the
Confidential Information in his possession, regardless of who prepared
them.

    


    (c) Non-competition.
If Employee’s employment hereunder is terminated as a result of the application
of paragraph 5(c), then for a period of one (1) year after the effective date of
termination. Employee agrees not to compete, directly or indirectly (including
as an officer, director, partner, employee, consultant, independent contractor,
or more than 5% equity holder of any equity) with Employer in any way concerning
the ownership, development or management of any gaming operations or facility
within a 75-mile radius of any gaming operations or facility with respect to
which Employer (or any of its affiliates) owns or renders substantial, paid,
consulting or management services at the time of termination. Notwithstanding
the foregoing, this provision will not apply to the metropolitan area of Las
Vegas, Nevada.

    


    (d) Non-solicitation.
Employee agrees not to solicit or recruit, directly or indirectly, any
management employee of Employer for employment during the one (1) year period
after termination of his employment relationship with Employer.

    


    7. NOTICES.
All notices and communications shall be sent by certified mail, return receipt
requested, or by hand delivery, to the following parties:

     

    
      
        	
                 

              	
                      
                  If
      to Employee:

                

              	      
                James
      J. Kohn

              
	 
      	 
      	
                5333
      Lampasas Street

              
	 
      	 
      	
                Houston,
      Texas 77056

              
	 	 	 
	
              	      
                With
      a copy to:

              	 
      
	 	 	 
	 	      
                If
      to Employer:

              	      
                Robert
      B. Sturges

              
	 	 	      
                Chief
      Executive Officer

                Nevada
      Gold & Casinos, Inc.

                50
      Briar Hollow Lane

                Suite
      500W

                Houston,
      Texas 77027

              
	 	 	 
	 	      
                With
      a copy to:

              	      
                Ernest
      E. East

              
	 	 	      
                Chief
      Compliance Officer

                Nevada
      Gold & Casinos, Inc

                50
      Briar Hollow Lane

                Suite
      500W

                Houston,
      Texas 77027

              


      

    

    


    8. Compliance
with code section 409A. Any provision of this Agreement to the contrary
notwithstanding, all compensation payable pursuant to this Agreement that is
determined by Employer in its sole but reasonable judgment to be subject to
Section 409A of the Code shall be paid in a manner that Employer in its sole but
reasonable judgment determines meets the requirements of Section 409A of the
Code and any related rules, regulations or other guidance, even if meeting such
requirements would result in a delay in the time of payment of such
compensation. Any payments to Section 4 and Section 5(a), (b), (c), or (d) of
this agreement shall be made no later than two and one-half months after the
year in which the right to receive such amounts vest.

    


    9. GOVERNING
LAW AND VENUE. This Agreement herein shall be construed, regulated and
administered under the laws of the State of Texas and of the United States of
America. Any lawsuit or other civil action brought arising from or related to
Employee’s employment with Employer or this Agreement shall be brought and
maintained in a state or federal court in Harris County, Texas, Except that this
provision does not preclude Employer from removing to federal court any action
filed by Employee and, to the extent permissible, Employee hereby consents to
such removal.

     

    
      
         

      

      
        - 3
-

        
          

        

      

      
         

      

    

    


    10. BINDING
EFFECT AND ASSIGNMENT. This Agreement shall be binding on and inure to
the benefit of the respective parties hereto, their heirs, successors and
assigns. Subject to the provisions of Section 5(d), Employer may assign this
Agreement in connection with a merger, consolidation, assignment, sale or other
disposition of substantially all of its assets or business. This Agreement may
not be assigned by Employee.

    


    11. MODIFICATION.
This Agreement may not be amended in any manner without the express, written
consent of the parties hereto.

    


    12. ENTIRE
AGREEMENT. This Agreement supersedes all previous and contemporaneous
oral negotiations, commitments, writings and understandings between the parties
concerning the matters herein or therein.

    


    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
on this 4th day of
February, 2011.

     

    
      
        	EMPLOYER 	 	 	EMPLOYEE	 
	 	 	 	 	 	 
	By: 	
                /s/Robert
      B. Sturges  

              	 	 	
                /s/
      James J. Kohn

              	 
	 	
                Robert
      B. Sturges  

              	 	 	
                James
      J. Kohn

              	 
	 	
                Chief
      Executive Officer

              	 	 	
                 

              	 
	 	Nevada
      Gold & Casinos, Inc.	 	 	 	 


      
            

    
      
         

      

      
        - 4
-