Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (“Agreement”) is
entered into as of the 7th day of October, 2008 (“Effective Date”) by and
between the River Rock Entertainment Authority (“Authority”), a governmental
instrumentality of the Dry Creek Rancheria Band of Pomo Indians (“Tribe”), on
behalf of the River Rock Casino (“Casino”), a governmental economic development
project of the Tribe, and John Cirrincione (“Employee”).


 


The parties hereto expressly intend that
this Agreement describe Employee’s relationship as an employee of the Authority
solely in respect of the Casino and not as a contractor, including without
limitation not being a contractor as that term is used in 25 USC § 2711 and 25
CFR § 502.15. The parties have purposefully structured the terms and provisions
of this Agreement consistent with, and in furtherance of, this expressed
intent.


 


l. Employment.  On and subject to the terms and conditions of
this Agreement, the Authority, on behalf of the Casino, hereby employs Employee,
and Employee hereby accepts employment by the Authority, as the Casino’s Chief
Operations Officer (“COO”).  As COO, Employee
shall undertake the day-to-day operational responsibilities for the Casino, assist
in developing the Casino and other related entities of the Authority as the
Authority’s Board of Directors (“Board”) shall direct, and carry out such other
duties as are set forth in Section 2.  Employee shall report to, be accountable to
and work under the Board, the CEO of the Authority, the General Manager of the
Casino, and such other Tribal persons as the Authority or, if the Authority
shall cease to exist, the Tribe may hereafter designate.


 


2. Reporting and Duties.
Employee shall report directly to the CEO of the Authority and the General
Manager of the Casino with respect to all operations and expenditures of the Casino
and otherwise to the extent requested by the Board.  Without limiting the foregoing, Employee shall
perform such executive duties as are commonly attendant upon the office of a casino
chief  operations officer and such
further executive duties as may be specified from time to time by the Board,
the Authority CEO or the Casino General Manager (in that order of precedence),  including without limitation:


 


(a)           Assisting the Authority CEO and the
Casino General Manager with managing, directing and supervising the operations
of the Casino, including its employees and all of its departments (including
without limitation, its gaming, regulatory compliance, food and beverage,
transportation, parking, public relations, accounting, marketing, purchasing,
and other departments);


 


(b)           Enforcing the River Rock Casino
mission statement;


 


(c)           Providing leadership to all Casino personnel;


 


(d)           In collaboration with Human Resources, being
responsible for the selection, hiring, assignment,
re-assignment, discipline and termination of Casino employees, structuring departments,
defining personnel duties and responsibilities,


 

















 


implementing personnel, wage and benefit
policies approved by the Board for Casino employees, and implementing and
enforcing the Tribe’s TERO ordinance;


 


(e)           Assisting in the development of short and
long term goals and objectives for the Casino;


 


(f)            Preparing annual operating budgets and
required modifications to such budgets and, 
subject to the approval of the Board, implementing such budgets;


 


(g)           Overseeing formulation and implementation
of Casino marketing plans in conjunction with the Marketing Manager, including all
promotions, sponsorships, advertising, media, and public relations;


 


(h)           Assisting in the preparation and
presentation to the Board of periodic economic, financial, business, marketing,
regulatory and other reports;


 


(i)            Assuring compliance by the Casino with all
applicable laws, including but not limited to compliance with federal
securities law, Treasury Department tax reporting and withholding (including
payroll and gambling tax), federal anti-money laundering statutes and
regulations, Sarbanes – Oxley laws, Indian Gaming Regulatory Statutes and
regulations, the Johnson Act, the Tribal-State Compact with California, the
Tribal Gaming Ordinance, and all other applicable federal, state and Tribal
laws;


 


(j)            Assuming and exercising responsibility for
the overall ambience, maintenance and cleanliness of the Casino;


 


(k)           Assisting in the analysis of Casino
operations to ensure maximum efficiency, optimizing operational efficiency,
increasing cost effectiveness and ensuring that quality assurance programs are
adopted and implemented;


 


(l)            Working with Human Resources in recruiting
and hiring managers, supervisors, and employees for the Casino  according to the Tribal TERO plan;


 


(m)          Developing
and implementing programs for hiring, training and advancing Tribal members for
supervisory and management positions in accordance with the preference policies
of the Tribe and the Casino;


 


(n)           Preparing,
implementing and directing Authority and Casino compliance programs, including programs
intended to ensure that the Casino meets the requirements of the Indian Gaming
Regulatory Act, the Tribal-State Gaming Compact between the Tribe and the State
of California (the “Compact”), the laws and ordinances of the Tribe, other
applicable laws, and agreements to which the Tribe and/or the Authority is a
party;


 


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(o)           Preparing, implementing and directing
programs to ensure that the Casino meets all federal, Tribal (including Tribal Gaming Authority (“TGA”)) and
Compact requirements for internal controls and establishing, implementing and enforcing
policies designed to maintain the integrity of the Casino and other gaming
operations to which Employee is assigned, for the protection of the Tribe, the
Authority, the Board, the Casino, its customers and the public, in accordance
with law and industry standards; and


 


(p)           Attending all required meetings and
trainings.


 


3. Term. The term of this Agreement (“Term”) shall commence on the Effective Date and
shall end three (3) years after the Effective Date, unless terminated
earlier by the parties as provided herein.


 


4. Full-Time Service.
Employee agrees that during the Term of this Agreement, unless earlier
terminated, he will commit his full time and energies to the duties imposed
hereby and, further, agrees that during the term of this
Agreement he will not (whether as an officer, director, member, employee,
partner, proprietor, investor, security holder, lender, associate, consultant,
adviser or otherwise) directly or indirectly, engage in the business of the Casino
as a competitor or otherwise without the express prior written consent of the Board
in its sole discretion.


 


5. Compensation.


 


(a)   From
and after the Effective Date Employee will be paid a base salary of Two Hundred
Seventy Five Thousand Dollars ($275,000.00) per annum (“Base Compensation”), subject to applicable withholding taxes and required deductions.


 


(b)   Payments
in discharge of the Base Compensation shall be made in 1/26 payments thereof every
other workweek on the day established for payroll payments to other employees
of the Casino.


 


(c)   Employee’s Base Compensation may be increased annually, at the
discretion of the Board based on Employee’s annual written review.


 


(d)   Employee
shall be eligible for an annual bonus of not more than twenty-five percent
(25%), as determined by the Board in its sole discretion, based on the Base Compensation
earned for the year in question, payable within 45 days after the Anniversary Date.


 


(e)   Employee will be
entitled, on the same basis as other executive employees of the Casino, to
participate in and receive benefits under the Casino’s benefit plans for
executives, if any, as such plans may be modified from time to time, except that Employee will be entitled to seven (7) days of
additional Personal Time Off (PTO) annually in excess of the Casino’s normal
PTO policy.


 


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(f)    The Employee
shall be reimbursed for all reasonable and necessary business expenses incurred
in performing his duties under this Agreement, subject to
the reimbursement policy established by the Casino.  Such reimbursements shall be supported by
adequate record-keeping and other requirements as may be necessary or
appropriate to comply with the Internal Revenue Code.


 


(g)   Employee
will have the right to be reimbursed for any legal fees incurred as the result
of defending himself in any third party lawsuit arising out of Employee’s
obligations under this Agreement; provided that all such defenses shall be managed and
controlled by the Authority and with counsel
reasonably approved by the Authority. 
Employee is and will continue to be covered under the Authority’s errors
and omissions insurance as such insurance covers all members of the Board.


 


6. Licensing Issues.  Employee warrants and represents that he is
eligible and suitable for a background clearance and license to hold a key
employee or manager’s position in a gaming establishment under Tribal, State
and federal law.  Employee agrees to
timely apply for any background investigations and license(s) as may be
required under applicable law, including with particularity the Compact and the
Tribe’s gaming ordinance, and as may be necessary to enable him to engage in
his employment hereunder.  The Casino
shall pay all costs associated with such licensing and backgrounding.  Employee will maintain all gaming licenses and
suitability determinations in good standing as a continuing condition of his
employment under this Agreement, and shall notify the TGA of any information
that is material to, or a change from, any information sought or contained in
his Tribal gaming license application or his suitability in general for a
gaming license, and shall do so as soon as possible after such information is
known to Employee.


 


7. Termination.


 


(a) Employee may be terminated prior
to the end of the Term by the Authority under the following circumstances:


 


(i) Upon termination, revocation or
disapproval of any license or suitability determination required by law to be obtained
and held by Employee in order to perform lawfully as an employee of a Tribal gaming
operation, the Authority or the Casino, or if any event renders it unlawful for
the Tribe or the Authority to continue to operate the Casino or otherwise to
conduct casino gaming on the reservation; or


 


(ii) Employee shall commit an act
constituting Cause, “Cause” being defined as (a) an act of intentional
dishonesty against the Tribe, the Authority or the Casino; (b) conviction
of any criminal charge involving moral turpitude; (c) the deliberate or
intentional refusal by Employee (except by reason of disability) to perform his
duties hereunder; (d) gross negligence in the performance of his duties
hereunder; or, (e) failure to perform his duties in a manner consistent
with his professional obligations after prior sufficient verbal and written warnings;
or


 


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(iii) Employee shall die; or


 


(iv) The Authority shall for any
reason cease to operate the Casino; or


 


(v) Employee shall become unable to
perform the duties and responsibilities set forth in this Agreement by reason
of long-term physical or mental disability, defined as a period of disability
that exceeds three (3) months; or


 


(vi) Either party shall give the
other party hereto ninety (90) days’ written notice of Employee’s resignation
or termination.


 


(b) If Employee’s employment should
be terminated under paragraphs 7 (a)(i), (a)(ii) or (a)(vi) above
(provided that this subparagraph (b) shall only apply to paragraph 7 (a)(vi) to
the extent that Employee has resigned), then Authority shall within ten (l0)
days of such termination pay Employee the accrued Base Compensation to the date
Employee is terminated, whereupon Authority and/or Casino shall have no further
liability or obligation to Employee under this Agreement.


 


(c) If Employee is terminated under
paragraphs 7 (a)(iii), (a)(iv), (a)(v) or (a)(vi) (provided that this
subparagraph (c) shall only apply to paragraph 7 (a)(vi) to the
extent that Authority has terminated Employee), the Authority shall pay to the Employee
on a pro-rata basis the Base Compensation for a period of three (3) months
from the date of termination and Employee shall be eligible for all employee
benefits during that three-month period, pro-rated to that period.  Employee shall be paid all amounts due him at
the time of termination when they would otherwise be paid, including the pro
rata share of the bonus for the year in which the termination occurred.


 


(d) Upon the payment of all or any
part of the compensation provided for in this paragraph 7, or its mitigation
under this paragraph, the Authority and Casino will have no further liability
or obligation to Employee under this Agreement or arising from the employment
relationship except that obligation provided for in this paragraph 7.


 


(e) Employee will be liable in damages
for all losses and expenses incurred by Casino and/or Authority if he is
terminated for Cause or if Employee terminates his employment for any reason
not authorized herein, with the exception of termination by written notice
agreed to by both parties. Any such termination of or by Employee will
constitute a waiver by Employee of all claims against the Authority and the Casino
except for the accrued Base Compensation and applicable benefits to the date of
his termination as provided for in this Section 7, and subject to any
amounts due from Employee.


 


8. Confidentiality of
Proprietary Information.  Any
information acquired by Employee while employed under this Agreement in any way
connected with the Tribe, its officers and members, the Authority, its officers,
the TGA, or the Casino or any Tribal or Authority gaming operation, including
but not limited to information related to employee lists, patron lists,
marketing plans, operating procedures, surveillance and security equipment,
policies, procedures or personnel, 


 


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Tribal deliberations, plans or decisions
(by any Tribal body) and other information proprietary to the Tribe, the Authority,
the TGA or the Casino, is hereby acknowledged by Employee to be confidential
information belonging to one or more of such entities, and Employee shall not
disclose such information without the express written authorization of the Board
except in the ordinary course of the business of the Casino.  Employee shall, upon termination of this
Agreement for any reason whatsoever, turn over to the Board any and all copies
he may have of employee lists, patron lists, marketing programs, operating
procedures and other information proprietary to the Tribe, the Authority or the
Casino.  Employee acknowledges that
employee lists, patron lists, marketing programs, operating procedures and
other information proprietary to the Tribe, the Authority, the TGA or the Casino
are confidential and proprietary information of one or more of such entities
and the Tribe, the Authority, the TGA or the Casino, or any of them, may
exercise any and all remedies available at law or in equity to enforce this
Agreement with respect to non-disclosure of any such proprietary information.  Particularly, the parties agree that, because of
the nature of the subject matter of this paragraph 8, in event of a threat or danger of disclosure of such information,
it
could be extremely difficult to determine the actual damages suffered or to be
suffered by breach of this Section 8 or to fully repair the harm done by
such action. Accordingly, Authority shall be entitled to injunctive relief
(both temporary and permanent), it being acknowledged and agreed that any such
actual or threatened breach will cause irreparable injury and that money
damages alone will not provide an adequate remedy.  Notwithstanding the
foregoing, Tribe, Authority and Casino or any of them as
may be appropriate shall be entitled to money damages for any loss suffered or
to be suffered as a consequence of Employee’s breach of this Agreement.  The
parties acknowledge that this provision shall survive the termination of this
Agreement.  Notwithstanding anything
herein to the contrary, Employee acknowledges and agrees that information
regarding the internal operations, actions, plans, statements (other than
public statements), personal information, or activities of the Tribe, the
Authority, the TGA, the Casino, the Board, the Tribal Board of Directors, or
the Tribal Council, or any of their officers, employees, members or
representatives, is included within the meaning of confidential or proprietary
information herein and shall be protected as such.


 


9. Assignment.  This Agreement may be assigned by the
Authority, on behalf of itself or the Casino, to any entity formed by the Tribe
or the Authority for the express purpose of operating the Casino and any
related economic development activities. 
This Agreement contemplates the personal services of Employee and
neither this Agreement nor any of the rights herein granted to Employee or the
duties assumed by him hereunder may be assigned by him.


 


10. Miscellaneous.


 


(a)   Employee
warrants and represents that there are no restrictions to which he is subject
or agreements to which he is a party that would be violated by his execution of
this Agreement and his employment hereunder.


 


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(b)   Employee
warrants and represents that he is familiar with the licensing and suitability
standards generally in the gaming industry in the United States and
specifically with respect to the Tribe, the Authority, the TGA, the Casino and
the State of California, and is unaware of any information that is likely to
cause doubt about his suitability for a gaming license or cause him to be rejected
as a candidate for a gaming license or a positive suitability determination.


 


(c)   This Agreement and all questions relating to its validity,
interpretation, performance and enforcement shall be governed by and construed
in accordance with the laws of the Dry Creek Rancheria and the State of
California.


 


(d)   No amendment to this Agreement or any attempted waiver of a
provision of this Agreement shall be effective unless in writing and signed by
the parties to this Agreement.


 


(e)   Any controversy that arises out of this Agreement shall be
determined in accordance with the laws of the Tribe and the State of California, and shall be settled by binding
arbitration under the Uniform Arbitration Act as adopted by the Tribe.  In no event shall any liability
of the Tribe, the Authority, the TGA or the Casino or any of them, exceed an
amount equal in total to three (3) months of the Base Compensation for a
one-year period.


 


(f)    Employee shall be reimbursed for up to Fifteen Thousand Dollars
($15,000) in moving expenses incurred in connection with his relocation to
Sonoma County upon production of appropriate records, invoices, and/or
receipts.


 


(g)   Employee shall receive accommodations at the               Hotel
for up to forty five (45) days to enable him to seek housing.


 


The
Parties have executed this Agreement on October 7, 2008, effective as of
the Effective Date hereof.


 


 


	
  RIVER ROCK ENTERTAINMENT AUTHORITY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/Betty Arterberry

  	
   

  
	
   

  	
  Betty Arterberry, Chairperson

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EMPLOYEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ John Cirrincione

  	
   

  
	
  John
  Cirrincione

  	
   

  



 


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