Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


 


THIS EMPLOYMENT AGREEMENT (“Agreement”)
shall be effective as of the 19th day of July, 2016 by and between MICHAEL P. SHAUNNESSY (“Employee”) and
NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Employer” or “the Company”).


 


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


 


WHEREAS, the Employee and the Company are
parties to that certain Employment Agreement dated November 12, 2012, as amended on August 1, 2014 (the “Original Employment
Agreement”);


 


WHEREAS, the Original Employment Agreement,
as amended, expires on December 1, 2016 and Employee and the Company have agreed to enter into a new employment agreement replacing
and superceding the Original Employment Agreement in its entirety as follows:


 


1.           EMPLOYMENT.
Employee agrees to continue his employment as the President and Chief Executive Officer of Nevada Gold and Casinos, Inc., commencing
on July 19, 2016, under the terms and conditions of this Agreement.


 


2.           TERM. The
term of this Agreement is for a three year period commencing on the date hereof.


 


3.           DUTIES AND TITLE.
Employee’s title shall be that of President and Chief Executive Officer. Employee shall have such powers and perform such
duties as are customarily performed by a Chief Executive Officer, including management responsibility for all of the day to day
operations of Employer. Employee shall report to the Board of Directors 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 Three Hundred Thousand Dollars ($300,000) payable in the same manner as Employer
pays its other executive employees, less required state and federal withholdings (the “Annual Salary”).


 






    	 	- 1 -	 



     


    

 


(b).           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 savings 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; and (iii) customary reimbursement for travel and entertainment.


 


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


 


(d).           Stock Options. All Stock
Options previously granted to Employee shall continue to be in effect and be subject to the same terms and conditions under the
Employer’s stock option plan.


 


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 a pro rata performance bonus, accrued vacation and fringe benefits. Employer shall pay
Employee on the same pay dates on which and in the manner by which its pays its current employees. All stock options granted but
not vested shall 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 proceeding
the fiscal year during which the termination became 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.


 






    	 	- 2 -	 



     


    

 


(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 even 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.


 


(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.


 


(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.


 






    	 	- 3 -	 



     


    

 


(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:	Michael P. Shaunnessy
	 	 	2212 Plaza Del Prado
	 	 	Las Vegas, NV 89102
	 	With a copy to:	 
	 	 	 
	 	If to Employer:	William J. Sherlock
	 	 	Chairman of the Board
	 	 	133 E. Warm Springs Road
	 	 	Suite 102
	 	 	Las Vegas, Nevada 89119
	 	 	 
	 	With a copy to:	Ernest E. East
	 	 	Chief Compliance Officer
	 	 	Nevada Gold & Casinos, Inc
	 	 	133 E. Warm Springs Road
	 	 	Suite 102
	 	 	Las Vegas, Nevada 89119







 


8.           GOVERNING LAW AND
VENUE. This Agreement herein shall be construed, regulated and administered under the laws of the State of Nevada 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 Clark County, Nevada, 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.


 






    	 	- 4 -	 



     


    

 


9.           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.


 


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


 


11.           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 19th day of July, 2016.


 


 





	EMPLOYER	 	EMPLOYEE
	 	 	 	 
	By: 	 	 	 
	 	William J. Sherlock	 	Michael P. Shaunnessy
	 	Chairman, Nevada Gold & Casinos, Inc	 




 


        




 


 






    	 	- 5 -