Exhibit 10.1


 


EXECUTION
COPY


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”)
is dated as of this 1st day of July, 2008, by and between the Seneca Gaming
Corporation (“Parent”), a governmental
instrumentality of the Seneca Nation of Indians of New York (the “Nation”) and David Sheridan (“Executive”).


 


WHEREAS, Parent desires that Executive serve as the
Chief Financial Officer of Parent and each of the Seneca Niagara Falls Gaming
Corporation (“SNFGC”), the Seneca Territory
Gaming Corporation (“STGC”), and the
Seneca Erie Gaming Corporation (“SEGC”), each a
wholly-owned subsidiary of Parent and a governmental instrumentality of the
Nation (collectively, the “Subsidiaries”
and together with Parent, “Employer”); and


 


WHEREAS, Executive desires to serve as the Chief
Financial Officer of Employer in accordance with the terms and conditions of
this Agreement.


 


IT IS HEREBY AGREED AS FOLLOWS:


 


1.             Employment. Employer hereby employs Executive as its Chief Financial
Officer.  Executive shall report and be
accountable to and work under the authority of the President and Chief
Executive Officer and the Board of Directors of Parent (the “Board”). 
Executive shall perform such duties and have such responsibilities that
are customary for such position and including those that may be specified from
time to time by the President and Chief Executive Officer and/or the Board that
are not inconsistent with such position.


 


2.             Term.  The term of this
Agreement shall commence on July 1, 2008 (the “Commencement Date”) and terminate on June 30, 2011 (the “Termination Date”), unless renewed by a
subsequent written agreement of the parties. 
The parties agree that they shall enter into good faith discussions
regarding renewal/non-renewal of this Agreement no later than twelve (12)
months prior to the Termination Date.  In
the event such discussions are ongoing as of the Termination Date, this
Agreement shall renew on a month-to-month basis, provided, that, under all
circumstances, the other party shall be entitled to no less than one hundred
eighty (180) days notice prior to the effectiveness of the other party’s
non-renewal, if applicable.


 


3.             Compensation.


 


(a)           Executive shall be paid an annual base salary (“Base Compensation”) of Three Hundred
Twenty-Five Thousand Dollars ($325,000) for Employer’s fiscal year ending September 30,
2008.  Employer shall review said salary
on an annual basis (prior to or in connection with the close of its fiscal
year) at which time Employer shall determine in its sole discretion whether or
not said salary shall be increased and the timing thereof.  Said salary shall be payable in periodic
payments in accordance with Employer’s regular payroll practices.


 


(b)           Executive shall be provided with coverage under
Employer’s employee benefit insurance programs and retirement programs, if any,
at least equal to the coverage provided to other senior executive officers of
Employer.


 

















 


(c)           Executive shall
also be eligible to receive performance or incentive compensation, which is
approved by the Board in its sole discretion. 
Said additional performance or incentive compensation, if any, shall be
in addition to and shall not lessen or reduce the Base Compensation.


 


(d)           Should
Executive become unable to perform the duties required under this Agreement as
a result of temporary, documented medical disability, he shall be eligible to
continue to receive his Base Compensation for a period of up to one hundred and
eighty (180) days.


 


4.             Licensing
Issues.  Executive represents and warrants to Employer
that he shall maintain in good standing such licenses as may be required
pursuant to the Nation-State Gaming Compact between the Nation and the State of
New York (the “Compact”) and/or the Nation’s or Employer’s gaming ordinances as
in effect on the date hereof, as may be necessary to enable him to engage in
his employment hereunder.


 


5.             Termination.


 


(a)           Executive’s
employment hereunder may be terminated by Parent only under the following
circumstances and such termination by Parent shall be a termination with respect
to Parent and each of the Subsidiaries, unless otherwise determined by the
Board:


 


(i)            upon revocation, disapproval
or suspension of such license(s) for Executive as are required pursuant to
the Compact and/or by the Nation’s gaming ordinance(s), provided, that, in the
event Executive appeals the grounds for such revocation, disapproval or
suspension, Employer shall suspend Executive without compensation during the
pendency of such appeal, with reinstatement of Executive and reimbursement of
such compensation by Employer in the event such appeal is successful.  The foregoing shall not act as a limitation
on the rights and/or obligations of the parties otherwise included in this
Agreement;


 


(ii)           Executive shall commit an
act constituting “Cause,” which is defined to mean an act of dishonesty by
Executive intended to result in gain or personal enrichment of Executive or
others at Employer’s expense, or the deliberate and intentional refusal by
Executive (except by reason of disability) to perform his duties hereunder, or
by acts constituting gross negligence in the performance of such duties, or the
failure to perform any material term or condition of this Agreement after
written notice thereof from Company and a reasonable opportunity to cure such
failure (as determined by Company and specified in the notice of breach); or


 


2

















 


(iii)          Executive shall die or
Employer shall for any reason within Employer’s or the Nation’s control
permanently cease to conduct casino gaming on Nation Territory.  For purposes of this Agreement, “Nation
Territory” shall include current or future Nation territory where Employer
conducts or will conduct its gaming operations as of the date Executive’s
employment is terminated.


 


(b)           If Executive’s
employment should be terminated under Section 5(a) above (or any
subsection) then Employer shall at that time pay Executive (or his estate, as
applicable) Base Compensation earned through the date Executive is terminated,
whereupon Employer shall have no further liability or obligation to Executive
under this Agreement or otherwise.


 


(c)           If Executive’s
employment should be terminated by Parent for any reason other than those
specified in Section 5(a) above (it being understood that a purported
termination for Cause which is contested by Executive and finally determined
not to have been proper shall be treated as a termination under this Section 5(c)),
then Employer shall: (i) pay Executive his Base Compensation earned, but
unpaid, through the date Executive is terminated, (ii)  continue to pay
Executive his Base Compensation in effect as of the date of termination for a
period following his termination (the “Severance Period”) equal to the lesser
of (A) eighteen (18) months or (B) the remainder of the period ending
on the Termination Date, and (iii) to the extent elected by Executive, pay
for the cost of (A) Executive’s premiums for continuation healthcare
coverage under Section 4980B of the Internal Revenue Code of 1986, as
amended (“COBRA”), and (B) the premiums for Exec-u-Care® or any similar
executive medical reimbursement insurance plan maintained by Employer on the
date Executive’s employment is terminated, for the lesser of (1) the
Severance Period, (2) until Executive is no longer eligible for COBRA
continuation coverage, or (3) until Executive obtains comparable
healthcare benefits from any other employer during the Severance Period,
whereupon Employer shall have no further liability or obligation to Executive
under this Agreement or otherwise; provided, however, that
Executive shall have a duty to mitigate damages as follows: during the
Severance Period, Executive shall endeavor to mitigate damages by seeking
employment with duties and salary comparable to those provided for herein, and
if he shall obtain such employment, he shall reimburse Employer the amount of
the compensation he has received from such other entity for such period, but
not to exceed the amount of the compensation Employer shall have paid him for
such period.


 


(d)           Executive may
terminate his employment for any reason upon one-hundred-twenty (120) days
written notice to Parent.  If Executive
terminates his employment pursuant to this paragraph 5(d), Employer shall pay
Executive the Base Compensation earned through the date of termination,
whereupon Employer shall have no further liability or obligation to Executive
under this Agreement or otherwise.


 


3

















 


(e)           Executive
acknowledges and agrees that the payments set forth in this section 5
constitute liquidated damages for termination of his employment during the
employment term and such liquidated damages shall be his only remedy with
respect to any claim, including, without limitation, breach of contact, he may
have under this Agreement and that prior to receiving any such payments under Section 5
and as a material condition thereof, Executive shall sign and agree to be bound
by a general release of claims against Employer related to Executive’s
employment (and termination of employment) with Employer in substantially the
form as attached hereto as Exhibit A as may be modified by Employer
in good faith to reflect changes in law or its employment practices.  Notwithstanding any other provision of this
Agreement to the contrary, Executive acknowledges and agrees that other than
any claim for the liquidated damages contemplated hereunder, he waives any
rights to be awarded any other damages with respect to any claim he may have
under this Agreement, including, without limitation, compensatory or punitive
damages.


 


6.             Restrictive
Covenants.


 


(a)           Executive acknowledges
that:  (i) as a result of Executive’s
employment  with Employer, he will obtain
secret, proprietary and confidential information concerning the business of
Employer, including, without limitation, business and marketing plans,
strategies, employee lists, patron lists, operating procedures, business
relationships (including persons, corporations or other entities performing
services on behalf of or otherwise engaged in business transactions with
Employer), accounts, financial data, know-how, computer software and related
documentation, trade secrets, processes, policies and/or personnel, and other
information relating to Employer (“Confidential Information”);
(ii) the Confidential Information has been developed and created by
Employer at substantial expense and the Confidential Information constitutes
valuable proprietary assets and Employer will suffer substantial damage and
irreparable harm which will be difficult to compute if, during the Restricted
Period, Executive should enter a Competitive Business (as defined herein) in
violation of the provisions of this Agreement; (iii) Employer will suffer
substantial damage which will be difficult to compute if, during the Restricted
Period, Executive should solicit or interfere with Employer’s employees or
patrons, or should divulge Confidential Information relating to the business of
Employer; (iv) the provisions of this Section 6 are reasonable and
necessary for the protection of the business of Employer; (v) Employer
would not have hired or employed Executive unless he signed this Agreement; and
(vi) the provisions of this Agreement will not preclude Executive from
other gainful employment.  “Competitive Business” shall mean any gaming establishment
which provides to its patrons games of chance such as slot machines, card
games, roulette, and similar games in the State of New York or within the 100
mile radius of Nation Territory.


 


(b)           Executive acknowledges and agrees that the
unauthorized disclosure or misuse of Confidential Information will cause
substantial damage to Employer. 
Therefore, Executive agrees not to, at any time, either during the term
of the Agreement or 


 


4

















 


thereafter, divulge, use, publish or in any other manner reveal,
directly or indirectly, to any person, firm or corporation any Confidential
Information obtained or learned by Executive during the course of his
employment with Employer, with regard to the operational, financial, business
or other affairs and activities of Employer, their officers, directors or
employees and the entities with which they have business relationships, except (i) as
may be necessary to the performance of Executive’s duties with Employer, (ii) with
Parent’s express written consent, (iii) to the extent that any such
information is in the public domain other than as a result of Executive’s
breach of any of obligations hereunder, or (iv) where required to be
disclosed by court order, subpoena or other government process and, in such
event, Executive shall cooperate with Employer in attempting to keep such
information confidential.


 


(c)           During Executive’s employment with Employer
and for eighteen (18) months after his termination of employment for any reason
(the “Restricted Period”), Executive,
without the prior written permission of Parent, shall not, directly or
indirectly, (i) enter into the employ of or render any services to any
person, engaged in a Competitive Business; or (ii) become associated with
or interested in any Competitive Business as an individual, partner,
shareholder, member, creditor, director, officer, principal, agent, employee,
trustee, consultant, advisor or in any other relationship or capacity.   This paragraph 6(c) shall not prevent
Executive from owning common stock in a publicly traded corporation which owns
or manages a casino provided Executive does not take an active role in the
ownership or management of such corporation and his ownership interest
represents less than 3% of the voting securities and/or economic value of such
corporation.


 


(d)           By executing this Agreement, Executive
acknowledges that he understands that Employer’s ability to operate its
business depends upon its ability to attract and retain skilled people and that
Employer has and will continue to invest substantial resources in training such
individuals.  Therefore, during the
Restricted Period, Executive shall not, without the prior written permission of
Parent, directly or indirectly solicit, employ or retain, or have or cause any
other person or entity to solicit, employ or retain, any person who is employed
or is providing personal services to Employer.


 


(e)           By executing this Agreement,
Employee acknowledges that Executive understands that Employer’s ability to
operate its business depends upon its ability to attract and retain vendors and
patrons.  Therefore, during the
Restricted Period, Executive shall not, directly or indirectly, solicit,
contact, interfere with, or endeavor to entice away from Employer any of its
current or potential patrons or any such persons or entities that were patrons
of Employer within the one year period immediately prior to Executive’s
termination of employment.  Executive
further agrees that, during the Restricted Period, Executive shall not,
directly or indirectly, endeavor to entice away from Employer any of its
current or potential 


 


5

















 


vendors or any such persons
or entities that were vendors of Employer within the one year period
immediately prior to Employee’s termination of employment.


 


(f)            Executive acknowledges and agrees during
his employment and for all time thereafter that he will not defame or publicly
criticize the services, business, integrity, veracity or personal or
professional reputation of Employer and its officers, directors, employees,
affiliates, or agents thereof in either a professional or personal manner.  Employer acknowledges and agrees that during
Executive’s employment and for all time thereafter, Employer will not defame or
publicly criticize Executive either in a professional or personal manner,
except as may be necessary to defend Employer from comments made by or on
behalf of Executive.


 


(g)           If Executive commits a breach, or threatens
to commit a breach, of any of the provisions of this paragraph 6 of the
Agreement, Employer shall have the right and remedy to have the provisions
specifically enforced by any court having jurisdiction, it being acknowledged
and agreed by Executive that the services being rendered hereunder to Employer
are of a special, unique and extraordinary character and that any such breach
or threatened breach will cause irreparable injury to Employer and that money
damages will not provide an adequate remedy to Employer.  Such right and remedy shall be in addition
to, and not in lieu of, any other rights and remedies available to Employer at
law or in equity.  Accordingly, Executive
consents to the issuance of an injunction, whether preliminary or permanent,
consistent with the terms of this Agreement.


 


(h)           If, at any time, the provisions of this
Agreement shall be determined to be invalid or unenforceable under any
applicable law, by reason of being vague or unreasonable as to area, duration
or scope of activity, this Agreement shall be considered divisible and shall
become and be immediately amended to only such area, duration and scope of
activity as shall be determined to be reasonable and enforceable by the court
or other body having jurisdiction over the matter and Executive and Employer
agree that this Agreement as so amended shall be valid and binding as though
any invalid or unenforceable provision had not been included herein.


 


7.             Miscellaneous.


 


(a)           Executive agrees that during
the term of this Agreement
unless earlier terminated, he will commit his full time and energies to
the duties imposed hereby; provided, that, with the prior written
approval of the Board, Executive may expend as much of his personal time on his
own ventures or investments, so long as: (i) such time is not substantial
and does not interfere with his ability to perform his duties hereunder; (ii) such
activities do not compete or conflict with the business of Employer or create a
personal conflict of interest to Executive and (iii) such venture or investment
does not transact any business with Employer without prior disclosure to, and
approval by, the Board.


 


6

















 


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


 


(c)           No
provisions of this Agreement may be amended, modified, or waived unless such
amendment or modification is agreed to in writing signed by Executive and by a
duly authorized officer of Parent, and such waiver is set forth in writing and
signed by the party to be charged.  No
waiver by any party hereto at any time of any breach by the other party hereto
of any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this
Agreement.  The respective rights and
obligations of the parties hereunder of this Agreement shall survive Executive’s
termination of employment and the termination of this Agreement to the extent
necessary for the intended preservation of such rights and obligations.


 


(d)           The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of New York without regard to its
conflicts of law principles.


 


(e)           Except as provided in
paragraph 6(g) of this Agreement, any dispute, controversy or claim
arising out of or relating to this Agreement shall be settled by binding
arbitration in Niagara Falls, New York in accordance with the Rules of the
American Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in the United States District Court for the
Western District of New York.  The
parties agree that the only remedies available to Executive under this
Agreement are those that are set forth in paragraph 5 and the arbitrator shall
have no authority to award any other damages, including, without limitation,
punitive and/or compensatory damages.


 


(f)            For
the purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered either personally or by United States certified
or registered mail, return receipt requested, postage prepaid, addressed as
follows:


 


	
   

  	
  If to Executive:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


7

















 


If to Parent:


 


310 4th Street


P.O. Box 77


Niagara Falls, New York (Seneca Nation Territory)
14303


Attn:  General
Counsel


 


or
to such other address as any party may have furnished to the others in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.


 


(g)           The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.


 


(h)           This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.


 


(i)            Except
as otherwise provided herein, this Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto in respect of such
subject matter.  Except as otherwise
provided herein, the Original Employment Agreement and any other prior
agreement of the parties hereto in respect of the subject matter contained
herein is hereby terminated and cancelled.


 


(j)            All
payments hereunder shall be subject to any required withholding of federal,
state and local taxes pursuant to any applicable law or regulation.


 


(k)           The
section headings in this Agreement are for convenience of reference only, and
they form no part of this Agreement and shall not affect its interpretation.


 


8.             Waiver
of Sovereign Immunity.


 


(a)           Parent grants a waiver of its sovereign immunity from suit
exclusively to Executive (and his estate in the event of his death) for the
purpose of enforcing this Agreement, or permitting or compelling arbitration
and other remedies as provided herein. 
This waiver is solely for the benefit of the aforesaid parties and for
no other person or entity.  For this
limited purpose, Parent consents to be sued solely with respect to the
enforcement of any decision by an arbitrator relating to this Agreement as
provided in paragraph 7(e) of this Agreement in the United States District
Court for the Western District of New York.


 


(b)           Parent hereby waives any requirement of exhaustion of tribal
remedies, and agrees that it will not present any affirmative defense in any
dispute based on any alleged failure to exhaust such remedies.  Without in any way limiting the 


 


8

















 


generality of the foregoing, Parent
expressly authorizes any governmental authorities who have the right and duty
under applicable law to take any action authorized or ordered by any court, to
take such action, including, without limitation, repossessing any property and
equipment subject to a security interest or otherwise giving effect to any
judgment entered; provided, however that Parent does not hereby
waive the defense of sovereign immunity with respect to any action by third
parties.


 


(c)           Parent’s
waiver of immunity from suit is irrevocable and specifically limited to the
remedies provided in paragraph 5 of this Agreement regarding liquidated
damages.  Any monetary award related to
any such action shall be satisfied solely from the net income of Parent.


 


(d)           Notwithstanding
anything in this Agreement to the contrary, this waiver is to be interpreted in
a manner consistent with Parent’s ability to enter into this Agreement,
including, without limitation, this paragraph 8, as provided in the Charter of
Parent, as it may be amended from time to time. 
Accordingly, the Nation shall not be liable for the debts or obligations
of Parent, and Parent shall have no power to pledge or encumber the assets of
the Nation.  Furthermore, this paragraph
8 does not constitute a waiver of any immunity of the Nation or a delegation to
Parent of the power to make any such waiver. This paragraph 8 shall be strictly
construed with a view toward protecting the Nation’s assets from the reach of
creditors and others.


 


 


EXECUTED, as of the date first
written above.


 


 


SENECA
GAMING CORPORATION


 


 


	
  By

  	
   

  	
   

  
	
  Name:  E.
  Brian Hansberry

  	
   

  
	
  Title:  President
  and CEO

  	
   

  



 


 


EXECUTIVE


 


	
   

  	
   

  
	
  Name:  David
  Sheridan

  	
   

  



 


9
















 


EXECUTION COPY


 


Exhibit A


 


Form of Release


 


See Attached.


 

















 


EXECUTION COPY


 


MUTUAL RELEASE OF ALL
CLAIMS


 


Release of Claims by Executive.


 


                                                It is
understood and agreed by the Seneca Gaming Corporation, on behalf of itself and
each of its wholly-owned subsidiaries (collectively, the “Company”), a
governmental instrumentality of the Seneca Nation of Indians of New York, and
                                      
(“Executive”), that in consideration of the mutual promises and covenants
contained in this general release of all claims (the “Release Agreement”),
Executive, on behalf of Executive and Executive’s agents, representatives,
administrators, receivers, trustees, estates, heirs, devisees, assignees, legal
representatives, and attorneys, past or present (as the case may be), hereby
irrevocably and unconditionally releases, discharges, and acquits all the
Released Parties (as defined below) from any and all claims, promises, demands,
liabilities, contracts, debts, losses, damages, attorneys’ fees and causes of
action of every kind and nature, known and unknown, up to and including the
Effective Date (as defined below), provided, however, that any claims arising
after the Effective Date from the then present effect of acts or conduct
occurring on or before the Effective Date shall be deemed released under this
agreement, including but not limited to causes of action, claims or rights
arising out of, or which might be considered to arise out of or to be connected
in any way with (i) Executive’s employment or service with the Company
and, to the extent applicable, a Released Party, or the termination thereof; (ii) the
Employment Agreement dated as of
                              
between the Company and Executive, or the termination thereof; (iii) any
treatment of Executive by any of the Released Parties, which shall include,
without limitation, any treatment or decisions with respect to hiring,
placement, promotion, discipline, work hours, demotion, transfer, termination,
compensation, performance review, or training; (iv) any statements or
alleged statements by the Company or any of the Released Parties regarding
Executive, whether oral or in writing; (v) any damages or injury that
Executive may have suffered, including without limitation, emotional or physical
injury, compensatory damages, or lost wages; (vi) employment
discrimination, which shall include, without limitation, any individual or
class claims of discrimination on the basis of age, disability, sex, race,
religion, national origin, citizenship status, marital status, sexual
preference, or any other basis whatsoever; or (vii) all such other claims
that Executive could assert against any, some, or all of the Released Parties
in any forum, whether such claims are known or unknown, accrued or unaccrued,
liquidated or contingent, direct or indirect.


 


                                                Said release
shall be construed as broadly as possible and shall also extend to release the
Released Parties, without limitation, from any and all claims that Executive
has alleged or could have alleged, whether known or unknown, accrued or
unaccrued, against any Released Party for violation(s) of any of the
following, to the extent applicable:  the
National Labor Relations Act, as amended; Title VII of the Civil Rights Act of
1964, as amended; the Age Discrimination in Employment Act; the Civil Rights
Act of 1991; Sections 1981-1988 of Title 42 of the United States Code; the
Equal Pay Act; the Employee Retirement Income Security Act of 1974, as amended;
the Immigration Reform Control Act, as amended; the Americans with Disabilities
Act of 1990, as amended; the Fair Labor Standards Act, as amended; the
Occupational Safety and 


 

















 


Health Act, as amended; the New York Human Rights
Law; the New York City Human Rights Law; the New York Labor Law; the New York
Whistleblower Protection Law; the New York Wage and Hour Laws; the New York
City Administrative Code; any other tribal, federal, state, or local law or
ordinance; any public policy, whistleblower, contract, tort, or common law; and
any demand for costs or litigation expenses, including but not limited to
attorneys’ fees.


 


                                                The term “Released
Parties” or “Released Party” as used herein shall mean and include: the Company
and the Company’s parents, subsidiaries, affiliates, and all of their
predecessors and successors (collectively, the “Released Entities”), and with
respect to each such Released Entity, all of its former, current, and future
officers, directors, agents, representatives, employees, servants, owners,
shareholders, partners, joint venturers, attorneys, insurers, administrators,
and fiduciaries, and any other persons acting by, through, under, or in concert
with any of the persons or entities listed herein.


 


                                                Pursuant to the
Older Workers Benefit Protection Act of 1990, Executive understands and acknowledges
that by executing this Release Agreement and releasing all claims against any
of the Released Parties, Executive has waived any and all rights or claims that
Executive has or could have against any Released Party under the Age
Discrimination in Employment Act, which includes any claim that any Released
Party discriminated against Executive on account of Executive’s age.  Executive also acknowledges the following:


 


(a)                                 The Company, by this written
Release Agreement, has advised Executive to consult with an attorney prior to
executing this Release Agreement;


 


(b)                                This Release Agreement does
not include claims arising after the Effective Date, provided, however, that
any claims arising after the Effective Date from the then present effect of
acts or conduct occurring on or before the Effective Date shall be deemed
released under this Release Agreement;


 


(c)                                 The Company has provided
Executive the opportunity to review and consider this Release Agreement for
twenty-one (21) days from the date Executive receives this Release
Agreement.  At Executive’s option and
sole discretion, Executive may waive the twenty-one (21) day review period and
execute this Release Agreement before the expiration of twenty-one (21)
days.  If Executive elects to waive the
twenty-one (21) day review period, Executive acknowledges and admits that
Executive was given a reasonable period of time within which to consider this
Release Agreement and Executive’s waiver is made freely and voluntarily,
without duress or any coercion by any other person; and


 


(d)                                Executive may revoke this
Release Agreement within a period of seven (7) days after execution of the
agreement.  Executive agrees that any
such revocation is not effective unless it is made in writing and delivered to
the Company, to the attention of the General Counsel of the Seneca Gaming
Corporation, 310 Fourth Street, Niagara Falls, New York (Seneca Nation
Territory) 14303, by the end of the seventh (7th) calendar day.  Under any such valid revocation, Executive
shall not be entitled to any benefits under 


 


12

















 


this
Release Agreement and this Release Agreement shall become null and void.  This Release Agreement becomes effective on
the eighth (8th) calendar day after it is executed by both parties (the “Effective
Date”).


 


                                                Executive
confirms that no claim, charge, or complaint against any of the Released
Parties, brought by Executive, exists before any federal, state, or local court
or administrative agency.  Executive
hereby waives Executive’s right to accept any relief or recovery, including
costs and attorney’s fees, from any charge or complaint before any federal,
state, or local court or administrative agency against any of the Released
Parties, except as such waiver is prohibited by law.


 


                                                Executive
agrees that Executive will not, unless otherwise prohibited by law, at any time
hereafter, participate in as a party, or permit to be filed by any other person
on  Executive’s behalf or as a member of
any alleged class of persons, any action or proceeding of any kind, against the
Released Parties or any past, present or future employee benefit and/or pension
plans or funds of the Released Entities with respect to any act, omission,
transaction or occurrence up to and including the date of the execution of this
Release Agreement.  Executive further
agrees that Executive will not seek or accept any award or settlement from any
source or proceeding with respect to any claim or right covered by this paragraph
or by the Release Agreement and that this Release Agreement shall act as a bar
to recovery in any such proceedings.


 


                                                Executive
agrees that neither this Release Agreement nor the furnishing of the
consideration for the general release set forth in this Release Agreement shall
be deemed or construed at any time for any purpose as an admission by the
Released Parties of any liability or unlawful conduct of any kind.  Executive further acknowledges and agrees
that the consideration provided for herein is adequate consideration for
Executive’s obligations under this Release Agreement.


 


Release of Claims by Company.


 


                                                Subject to the
provisions of this Release Agreement and subject to Executive not exercising
Executive’s revocation rights hereunder, the Company hereby irrevocably and
unconditionally releases, waives and fully and forever discharges Executive,
from and against any and all claims, liabilities, obligations, covenants,
rights, demands and damages of any nature whatsoever, whether known or unknown,
anticipated or unanticipated, arising from, by reason of or in any way related
to any transaction, event or circumstance which occurred or existed prior to
and including the date of this Release Agreement arising out of or in any way
related to Executive’s employment with the Company and, to the extent
applicable, a Released Party, or the termination thereof, including, without
limitation, any demand for costs, litigation expenses, or attorneys’ fees
arising out of any such transaction, event or circumstance within the scope
this release.  Notwithstanding the
provisions of this paragraph, nothing in this waiver or release shall be
construed to constitute any release or waiver by the Company of its rights or
claims against Executive arising out of any intentional or willful misconduct
or fraudulent or criminal acts engaged in by Executive while in the course of
Executive’s employment or service.


 


13

















 


Miscellaneous.


 


                                                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 Seneca Nation of Indians.  If any
provision of the Release Agreement other than the general release set forth
above, is declared legally or factually invalid or unenforceable by any court
of competent jurisdiction and if such provision cannot be modified to be
enforceable to any extent or in any application, then such provision
immediately shall become null and void, leaving the remainder of this Release
Agreement in full force and effect.  If
any portion of the general release set forth in this Release Agreement is
declared to be unenforceable by a court of competent jurisdiction in any action
in which Executive participates or joins, Executive agrees that all consideration
paid to Executive under this Release Agreement shall be offset against any
monies that Executive may receive in connection with any such action.


 


                                                This Release
Agreement sets forth the entire agreement between Executive and the Released
Parties and it supersedes any and all prior agreements or understandings with
respect to the subject matter hereof, whether written or oral, between the
parties, except as otherwise specified in this Release Agreement.  Executive acknowledges that Executive has not
relied on any representations, promises, or agreements of any kind made to her
in connection with Executive’s decision to sign this Release Agreement, except
for those set forth in this Release Agreement.


 


                                                This Release
Agreement may not be amended except by a written agreement signed by both
parties, which specifically refers to this Release Agreement.


 


                                                EXECUTIVE
ACKNOWLEDGES THAT EXECUTIVE CAREFULLY HAS READ THIS RELEASE AGREEMENT; THAT
EXECUTIVE HAS HAD THE OPPORTUNITY TO THOROUGHLY DISCUSS ITS TERMS WITH COUNSEL
OF EXECUTIVE’S CHOOSING; THAT EXECUTIVE FULLY UNDERSTANDS ITS TERMS AND ITS
FINAL AND BINDING EFFECT; THAT THE ONLY PROMISES MADE TO SIGN THIS RELEASE
AGREEMENT ARE THOSE STATED AND CONTAINED IN THIS RELEASE AGREEMENT; AND THAT
EXECUTIVE IS SIGNING THIS RELEASE AGREEMENT KNOWINGLY AND VOLUNTARILY.  EXECUTIVE STATES THAT EXECUTIVE IS IN GOOD
HEALTH AND IS FULLY COMPETENT TO MANAGE EXECUTIVE’S BUSINESS AFFAIRS AND
UNDERSTANDS THAT EXECUTIVE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY
SIGNING THIS RELEASE AGREEMENT.


 


[Signature Page Follows]


 


14

















 


                                                IN
WITNESS WHEREOF, Executive has executed this Release Agreement as of the date
set forth below.


 


 


	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sworn to and subscribed before me

  	
   

  	
   

  	
   

  
	
  this        day of
                            ,
  20      .

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCEPTED AND ACKNOWLEDGED BY

  
	
   

  	
   

  	
  SENECA GAMING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
  Date:

  



 


15