Unassociated Document


    

      RESIGNATION
        AGREEMENT

      


      This
        Resignation Agreement (this “Agreement”) by and between Nevada Gold &
        Casinos, Inc., a Nevada corporation (the “Company”) and Christopher C. Domijan
        (the "Executive”), is dated as of September 6, 2005 (the “Execution
        Date").

      


      WHEREAS,
        the Executive has been employed by the Company as its Chief Financial Officer;
        and 

      


      WHEREAS,
        the Executive has tendered his resignation from the Company and the Company
        and
        Executive wish to set forth their mutual agreement as to the terms and
        conditions of such resignation;

      


      NOW
        THEREFORE, the Company and the Executive hereby agree as follows:

      


      1. Resignation.
        Effective as of October 31, 2005 (the “Resignation Date”), the Executive will
        resign from his employment with the Company, and from all other positions
        the
        Executive then holds as an officer or member of the board of directors of
        any of
        the Company’s subsidiaries or affiliates (the Company and all of its
        subsidiaries and all of its affiliates are hereinafter referred to as the
        “Affiliate Entities”).

      


      2. Consulting
        Payments. (a) The Company agrees to and does hereby engage Executive, and
        Executive hereby agrees, to provide the consulting services to the Company
        for a
        twelve-month period following October 31, 2005. In consideration for such
        services, the Company shall pay to the Executive in twelve (12) equal monthly
        installments of $14,200 each, commencing November 15, 2005. Executive shall
        make
        himself available at times mutually acceptable to the Executive and the Company
        to consult with the Company on such matters concerning the affairs of the
        Company as the Company may request from time to time; provided, however,
        that
        Executive shall not be required to devote more than 8 hours per month in
        the
        performance of his services. During the consulting term, Executive shall
        be free
        to pursue and enter into other consulting or employment arrangements with
        third
        parties. Executive's obligation to perform services hereunder shall not preclude
        Executive from engaging for compensation or otherwise in any business,
        employment, occupation, profession or other activity (either as an employee
        or
        on his own behalf). No amounts due Executive hereunder shall be reduced or
        offset by any compensation whatsoever received by Executive from any other
        employment or consulting of Executive. The Company shall pay Executive whether
        or not the Company has called upon Executive for Services. During the consulting
        term, Executive shall perform his services as an independent contractor and
        shall not be an employee of the Company for any purpose.

      


      (b)
        The
        Company agrees to pay as incurred (within 10 days following the Company’s
        receipt of an invoice from the Executive), all legal fees and expenses that
        the
        Executive incurs in connection with entering into this Agreement; provided,
        that
        in no event shall the Company pay any such legal fees and expenses in excess
        of
        $2,000.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)
        The
        Executive shall retain his laptop computer; provided, that the Company shall
        arrange for removal from the hard drive of said computer any of its proprietary
        software and confidential and proprietary information.

      


      (d) The
        Company's payment obligations as set forth in this Section 2 are contingent
        upon
        the Executive signing and providing to the Company no earlier than on the
        Resignation Date a statement ratifying the terms of this Agreement, including
        the waivers and releases contained in this Agreement, as of the Resignation
        Date. 

      


      3.  Mutual
        Nondisparagement. (a) The Executive shall not make, participate in the making
        of
        or encourage any other person to make, any statements, written or oral, which
        criticize, disparage, or defame the goodwill or reputation of, or which are
        intended to embarrass or adversely affect the morale of, any of the Affiliated
        Entities or any of their respective present, former or future directors,
        officers, executives, employees and/or shareholders. The Executive further
        agrees not to make any negative statements, written or oral, relating to
        his
        employment, the termination of his employment, or any aspect of the business
        of
        the Affiliated Entities. 

      


      (b)
        The
        Company’s executive officers shall not make, participate in the making of, or
        encourage any employees or any other person to make, any statements, written
        or
        oral, which criticize, disparage or defame the reputation of, or which are
        intended to embarrass, the Executive. The Company’s executive officers shall not
        make any negative statements, written or oral, relating to the Executive’s
        employment or the termination of his employment. Notwithstanding the foregoing,
        nothing in this Section 3(b) shall prohibit any of the Company’s employees or
        executive officers nor any member of the Company’s Board of Directors from
        making non-public statements to one another in the course of carrying out
        their
        duties as such. 

      


      (c)
        Notwithstanding the foregoing, nothing in this Section 3 shall prohibit any
        person from making truthful statements when required by order of a court
        or
        other body having jurisdiction, or as otherwise may be required by law or
        legal
        process. 

      


      4.  Mutual
        Confidentiality. The existence of and terms and conditions of this Agreement
        shall be held confidential by the parties hereto, except for disclosure (i)
        by
        the Company as may be required by applicable securities laws, as determined
        by
        the Company upon the advice of counsel, (ii) by the Executive to his legal
        and
        financial advisors and his spouse, each of whom shall be instructed by the
        Executive to maintain the terms of this Agreement in strict confidence in
        accordance with the terms hereof, (iii) by either party if required by order
        of
        a court or other body having jurisdiction over such matter or as otherwise
        may
        be required by law or legal process, and (iv) by either party with the written
        consent of the other. In addition, the Executive shall hold in utmost confidence
        for the benefit of the Company all secret or confidential information, knowledge
        or data relating to the Affiliated Entities and their respective businesses
        that
        he has obtained during his employment by the Company and the other Affiliated
        Entities that is not public knowledge (other than as a result of the Executive’s
        violation of this Section 4) (“Confidential Information”) for a period of four
        (4) years following this Agreement. The Executive shall not communicate,
        divulge
        or disseminate Confidential Information at any time, except with the prior
        written consent of the Company or as otherwise required by law or legal
        process.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.  The
        Executive’s Covenants. The Executive shall make himself available to
the
        Company following the Resignation Date to assist the Affiliated Entities,
        as may
        be requested by the Company at mutually convenient times and places, with
        respect to pending and future litigations, arbitrations, governmental
        investigations or other dispute resolutions relating to matters that arose
        during the Executive’s employment with the Company. The Company will reimburse
        the Executive for all reasonable expenses and costs he may incur as a result
        of
        providing assistance under this Section 5, upon receipt of proper documentation
        thereof.

      


      6.  
        Release.
        General Release; Time to Consider and Cancel the Agreement; Age Discrimination
        in Employment Act Waiver. (a) The Executive, on behalf of himself and his
        successors, assigns, heirs and any and all other persons claiming through
        the
        Executive, if any, and each of them, shall and does hereby forever relieve,
        release, and discharge the Company and the other Affiliated Entities and
        their
        respective predecessors, successors, assigns, owners, attorneys,
        representatives, affiliates, parent corporations, subsidiaries (whether or
        not
        wholly-owned), divisions, partners and their officers, directors, agents,
        employees, servants, executors, administrators accountants, investigators,
        insurers, and any and all other related individuals and entities, if any,
        and
        each of them, in any and all capacities, from any and all claims, debts,
        liabilities, demands, obligations, liens, promises, acts, agreements, costs,
        and
        expenses (including, but not limited to, attorneys’ fees), damages, actions and
        causes of action, of whatever kind or nature, including, without limitation,
        any
        statutory, civil or administrative claim, or any claim, arising out of acts
        or
        omissions occurring before the execution of this Agreement, whether known
        or
        unknown, suspected or unsuspected, fixed or contingent, apparent or concealed
        (collectively referred to as “claims”), including, but not limited to, any
        claims based on, arising out of, related to or connected with this Agreement,
        the Executive’s employment or his resignation, and any and all facts in any
        manner arising out of, related to or connected with the Executive's employment
        with, or resignation of employment from, the Company and its subsidiaries
        and
        affiliates. 

      


      (b)
        The
        Executive expressly waives any and all rights under any applicable law with
        respect to claims that he does not know or suspect to exist in his favor
        at the
        time of executing this release, even though if known by him, such claims
        must
        have materially affected his settlement with the Company. 

       

      (c)
        In
        addition to the release set forth above in this Section 6, the Executive
        hereby
        voluntarily and knowingly waives all rights or claims arising under the Federal
        Age Discrimination in Employment Act. This waiver is given only in exchange
        for
        consideration in addition to anything of value to which the Executive would
        have
        been entitled absent this Agreement. Such waiver does not waive rights or
        claims
        which may arise after the date of execution of this Agreement. The Executive
        acknowledges that: (i) this entire Agreement is written in a manner calculated
        to be understood by him; (ii) he has been advised and the Company hereby
        advises
        him to consult with an attorney before executing this Agreement; (iii) he
        was
        given a period of twenty-one days within which to consider this Agreement;
        and
        (iv) to the extent he executes this Agreement before the expiration of the
        twenty-one-day period, he does so knowingly and voluntarily and only after
        consulting his attorney. The Executive shall have the right to cancel and
        revoke
        this Agreement during a period of seven days following his execution of this
        Agreement, and this Agreement shall not become effective or enforceable,
        and no
        money shall be paid hereunder, until the day after the expiration of such
        seven-day period (if the Executive has not exercised his right to revoke
        the
        Agreement). The seven-day period of revocation shall commence upon the date
        of
        execution of this Agreement. In order to revoke this Agreement, the Executive
        shall deliver to the Company, prior to the expiration of said seven-day period,
        a written notice of revocation. Upon such revocation, this Agreement shall
        be
        null and void and of no further force or effect.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)
        Nothing herein shall be deemed to release the Company in respect of the
        Executive’s rights under this Agreement, including without limitation, those
        rights granted to Executive pursuant to paragraph 2.

      


      (e)
        The
        Company, on behalf of itself and the other Affiliated Entities, their respective
        successors and assigns, and any and all other persons claiming through any
        Affiliated Entity, and each of them, shall and does hereby forever relieve,
        release and discharge the Executive and his successors, assigns, and heirs,
        from
        any and all claims, debts, liabilities, demands, obligations, liens, promises,
        acts, agreements, costs and expenses (including, but not limited to, attorneys’
        fees), damages, actions and causes of action, of whatever kind or nature,
        including, without limitation, any statutory, civil or administrative claim,
        or
        any claim, arising out of acts or omissions occurring before the execution
        of
        this Agreement, whether known or unknown, suspected or unsuspected, fixed
        or
        contingent, apparent or concealed (collectively referred to as “claims”),
        including, but not limited to, any claims based on, arising out of, related
        to
        or connected with this Agreement, the Executive’s employment or the termination
        thereof, and any and all facts in any manner arising out of, related to or
        connected with the Executive’s employment with, or termination of employment
        from, the Company and its subsidiaries and affiliates, including, but not
        limited to, statutory and common law claims of any kind, including, but not
        limited to, contract, tort, and property rights including, but not limited
        to,
        breach of contract, breach of the implied covenant of good faith and fair
        dealing, tortious interference with contract or current or prospective economic
        advantage, fraud, deceit, misrepresentation, defamation, wrongful termination,
        infliction of emotion distress, breach of fiduciary duty, and any other common
        law claim of any kind whatever.

      


      (f)
        The
        Company expressly waives any and all rights under any applicable law with
        respect to claims that it does not know or suspect to exist in its favor
        at the
        time of executing this release, even though if known by it, such claims must
        have materially affected its settlement with the Executive.

      


      (g)
        The
        Company expressly releases the Executive from any noncompetition covenants
        or
        agreements with the Company. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.  Indemnification
        Agreement; Stock Option Agreements. The Company and the Executive agree that
        the
        terms and provisions of that certain Indemnification Agreement between Company
        and Executive, dated June 11, 2001 shall survive the execution of this Agreement
        and shall continue in force and effect. The Company and the Executive agree
        and
        confirm that the Company's 1999 Stock Option Plan, as amended, and the Stock
        Option Agreements between the Company and the Executive dated December 3,
        2001,
        March 31, 2003, February 26, 2004 and September 9, 2004, respectively, shall
        govern and control the exercise of the stock options granted in such Stock
        Option Agreements. In particular, the Company and Executive agree and confirm
        that the stock options granted in each Stock Option Agreement may be exercised
        until the earlier of (A) the expiration of one day less than three months
        from
        the Resignation Date, or (B) the expiration of the Option term set forth
        in such
        Stock Option Agreement.

      


      8.  Entire
        Agreement; Other Benefits. This Agreement and any other agreement or writing
        specifically referenced in this Agreement sets forth the entire agreement
        of the
        Company and the Executive with respect to the subject matter hereof. Without
        limiting the generality of the foregoing, the Executive expressly acknowledges
        and agrees that except as specifically set forth in this Agreement, he is
        not
        entitled to receive any severance pay, severance benefits, compensation or
        employee benefits of any kind whatsoever from any of the Affiliated Entities.
        

      


      9.  Successors.
        This Agreement is personal to the Executive and without the prior written
        consent to the Company shall not be assignable by the Executive other than
        by
        will or the laws of descent and distribution. This Agreement shall inure
        to the
        benefit of and be enforceable by the Executive’s legal representatives. This
        Agreement shall inure to the benefit of and be binding upon the Company and
        its
        successors.

      


      10.  Amendment.
        This Agreement may be amended, modified or changed only by a written instrument
        executed by the Executive and the Company.

      


      11.  Governing
        Law. This Agreement shall be governed by and construed in accordance with
        the
        laws of the State of Texas without reference to principles of conflict of
        laws.
        The captions of this Agreement are not part of the provisions hereof and
        shall
        have no force or affect. 

      


      12.  Notices.
        All notices and other communications hereunder shall be in writing; shall
        be
        delivered by hand delivery to the other party or mailed by registered or
        certified mail, return receipt requested, postage prepaid; shall be deemed
        delivered upon actual receipt; and shall be addressed as follows:

      


      If
        to the
        Executive:

      


      Christopher
        C. Domijan

      4914
        Linden Street

      Bellaire,
        Texas 77401

      


      If
        to the
        Company:

      


      Nevada
        Gold & Casinos, Inc.

      3040
        Post
        Oak Blvd., Suite
        675

      Houston,
        Texas, 77056

      Attn:
        H.
        Thomas Winn

      


      or
        to
        such other address as either party shall have furnished to the other in writing
        in  accordance
        herewith. 

      


      13.  Tax
        Witholding. Notwithstanding any other provision of this Agreement, the Company
        may withhold from any amounts payable under this Agreement, or any other
        benefits received pursuant hereto, such minimum Federal state and/or local
        taxes
        as shall be required to be withheld under any applicable law or
        regulation.

      


      14.  Counterparts.
        This Agreement may be executed in several counterparts, each of which shall
        be
        deemed an original and said counterparts shall constitute but one and the
        same
        instrument.

      


      IN
        WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement
        as
        of the date first set forth above. 

      


      


      NEVADA
        GOLD & CASINOS, INC.

      


      


      By:______________________________

      H.
        Thomas
        Winn

        
        President & CEO

      


      


      CHRISTOPHER
        C. DOMIJAN

      


      _____________________________

      Christopher
        C. Domijan

      (Individual)