EXHIBIT
10.32


 


EXECUTIVE
EMPLOYMENT AGREEMENT


(“Agreement”)


 


EXECUTIVE EMPLOYMENT
AGREEMENT, signed August 21, 2009, by and between Jacobs Entertainment, Inc.,
a Delaware corporation (the “Company”) and Emanuel J. Cotronakis (the
“Executive”).


 


WHEREAS, the Company
desires to employ the Executive on a full-time basis, and the Executive desires
to be so employed by the Company, from and after the date of this Agreement.


 


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


 


ARTICLE
I


EMPLOYMENT
DUTIES AND BENEFITS


 


Section 1.1            Employment.  The Company hereby employs the
Executive as Executive Vice President and General Counsel of the Company.  The Executive accepts such employment and
agrees to perform the duties and responsibilities assigned to him under this
Agreement.


 


Section 1.2            Duties and
Responsibilities.  During the period of employment, Executive
agrees to serve as the Executive Vice President and General Counsel of the
Company and in such other offices and directorships of the Company and of its
subsidiaries and related companies (collectively, “affiliates”) to which he may
be elected or appointed, and to perform the duties commensurate with such
positions and such other reasonable and appropriate duties as may be requested
of him by the Chief Executive Officer of the Company, in accordance with this
Agreement and in compliance with all applicable laws and regulations.  Excluding periods of vacation and sick leave
to which Executive is entitled, Executive shall devote such time, energy, and
skill to the business and affairs of the Company and its affiliates and to the
promotion of their interests as is necessary to perform the duties required of
him by this Agreement. The foregoing shall not be construed as preventing
Executive from serving on the board of philanthropic organizations, or
providing oversight with respect to his personal investments, so long as such
service does not materially interfere with Executive’s duties hereunder. The
Executive also may serve as a member of the board of directors of other
corporations, subject to the approval of the Chief Executive Officer of the
Company, which approval shall not be unreasonably withheld or delayed.


 


Section 1.3            Working Facilities;
Location. 
The Executive shall be furnished with facilities and services suitable to his
position and adequate for the performance of his duties under this Agreement.  Beginning August 4th, 2009, the principal place of performance by
Executive of his duties hereunder shall be at the offices of the Company in
North Palm Beach, Florida or at such other location as may reasonably be
required to travel outside that area in the performance of Executive’s
responsibilities.


 


Section 1.4            Vacations.  The Executive shall be entitled each
year during the Term, as defined below, to a vacation with full salary and
benefits, for the number of weeks set forth in the Company’s Employee Handbook,
but in any event not less than 4 weeks per year.


 


Section 1.5            Expenses.  The Executive is authorized to
incur reasonable expenses for promoting the business of the Company in all
respects, including expenses for entertainment, travel and similar items.  The Company will promptly reimburse the
Executive for all such expenses upon the presentation by the Executive, from
time-to-time, of an itemized account of such expenditures.  The Company shall pay or promptly reimburse
the Executive for all licensing (both gaming and professional) costs and
expenses including continuing legal education and professional liability
insurance which shall not be deemed to include “tail” or similar coverage of
Executive’s activities while a partner of Baker & Hostetler, LLP.  The Company shall pay or promptly reimburse
the Executive for all reasonable moving and relocation expenses in connection
with the Executive’s relocation from Cleveland, Ohio to Palm Beach County,
Florida.


 


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Section 1.6            Benefit Plans.  From the effective date of this
Agreement, the Executive shall be entitled to participate in benefit plans
provided to employees of the Company.  Such participation shall be based upon the
policies established in the Company’s Employee Handbook as applicable to the
Executive.  The Executive shall be
credited with 12 years of continuous employment as of the effective date of
this Agreement unless such credit is not allowable under any Company benefit
plan or applicable law.


 


ARTICLE
II


COMPENSATION


 


Section 2.1            Base Salary.  The Company shall pay to the
Executive a Base Salary of $400,000 in the first year of this Agreement,
$425,000  in the second year of this
Agreement, and $450,000 in the final year of this Agreement payable in
accordance with the Company’s payroll and withholding policies.


 


Section 2.2            Bonus and Bonus Plan
Participation. 
The Executive is entitled to participate in a bonus plan or incentive plan as
formulated by the Company’s Board of Directors, Compensation Committee or Chief
Executive Officer and/or President.  The
Executive shall be entitled to an annual bonus of at least 10% of his Base
Salary.  In addition, within 60 days
after the date of this Agreement, and at the beginning of each calendar year
thereafter during the Term hereof, the Chief Executive Officer of the Company
shall establish written goals and performance criteria for the Executive.  If such goals and performance criteria for the
Executive are met for a particular year, the Executive shall be entitled to a
bonus of up to 35% of his Base Salary.  Subject to Sections 3.3 and 3.4, the bonus shall
be payable only if the Executive is employed by the Company at December 31
of each year for which the bonus is determined.


 


Section 2.3            Signing Bonus. 
The Company shall pay to the Executive a signing bonus in the amount of
$25,000 payable on the effective date of this Agreement.


 


ARTICLE
III


TERM
OF EMPLOYMENT AND TERMINATION


 


Section 3.1            Term.  This Agreement shall be for a
period of three years commencing on July 31, 2009 and ending three years
thereafter, subject, however, to earlier termination during such period as
provided in this Article (the “Term”).


 


Section 3.2            Termination by the
Company With Cause.  The Company may terminate the Executive’s
employment, at any time, for cause upon ten days’ written notice and
opportunity for the Executive to remedy any non-compliance with the terms of
this Agreement (if such non-compliance can be remedied).  Grounds for termination “for cause” shall be
one or more of the following:  (i) intentional
and material breach of his duty of loyalty or care to the Company, (ii) gross
negligence or willful misconduct in performance of his duties during the course
of his employment, (iii) failure to abide by the corporate policies and
procedures set forth in the Company’s Employee Handbook; (iv) failure to
execute the reasonable and lawful instructions of the Company’s Chief Executive
Officer and/or President relating to the operation of the Company’s business; (v) failure
to obtain within a reasonable time any required gaming licenses in Colorado,
Nevada or any jurisdiction in which the Company conducts business; (vi) conviction
of any felony crime or loss or material impairment of his gaming license in
Colorado, Nevada, or any jurisdiction in which the Company conducts its
business; and (vii) Executive’s inability to perform his duties hereunder
for a period of more than 30 days because of a restraining order, injunction or
other legal prohibition.  Upon the date
of termination of the Executive’s employment pursuant to this Section 3.2,
the Company’s obligation to pay any compensation including bonuses shall
terminate, at which time the Company shall be responsible for compensating the
Executive for any unpaid salary, vacation time not taken and unreimbursed
expenses.  Subject to this exception and
the obligation of the Company to compensate the Executive through the notice
period, no other compensation shall be payable to the Executive should this
Agreement be terminated pursuant to this Section 3.2.  The one-year noncompetition covenant in Section 4.1(c) below
shall begin to run on the date of termination under this Section 3.2.


 


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Section 3.3            Termination by the
Company Without Cause.  If the Executive’s employment is terminated by
the Company, without cause, all compensation shall cease, but the Company shall
be obligated to compensate the Executive with a lump sum severance payment
equal to a total of six months of salary compensation (i.e. one-half of the
Base Salary then being paid to the Executive).  In the event the Executive’s employment is
terminated pursuant to this Section 3.3, the Executive shall be entitled
to participate in the bonus payable pursuant to Section 2.2, with respect
to the year in which his employment is terminated, prorated for the year based
on the number of full months employed during such year compared to 12.  In addition, the non-competition covenants in
Sections 4.1 (a) and (c) below shall be automatically terminated on
the effective date of any termination of Executive’s employment by the Company without
cause.


 


Section 3.4            Termination upon Death
of the Executive.  In addition to any other provision relating to
termination, this Agreement shall terminate upon the Executive’s death.  In such event, all unpaid compensation,
compensation for vacation time not taken by the Executive and all expense
reimbursements due to the Executive shall be paid to the Executive’s estate.  In the event Executive’s employment is
terminated pursuant to this Section 3.4, the Executive’s estate shall be
entitled to a death benefit equal to one year of salary compensation, and to
participate in the bonus pursuant to Section 2.2 with respect to the year
in which his employment is terminated pro rated for the year based on the
number of full months worked during such year compared to 12.


 


Section 3.5            Termination by the
Executive.  This Agreement may be terminated by the Executive upon
90 days prior written notice, in which event the Executive shall be entitled to
salary compensation only during the notice period (i.e. three months from the
date of notice at the Base Salary rate then in effect) and no pro rated bonus
shall be paid or payable.  In the event
the Executive’s employment is terminated pursuant to this Section 3.5 the
one-year noncompetition covenants in Sections 4.1 (a) and (c) below
shall begin to run 60 days after such notice of termination.


 


Section 3.6            Termination upon Change
of Control.  (a) If during the Term there is a Change of
Control of the Company and the Executive is not offered, by the acquiring
company or person, an employment position, or not offered an employment
position satisfactory to him, he shall be deemed Terminated Without Cause and
shall be entitled to a severance payment in an amount equal to three year’s
Base Salary, which shall be in addition to amounts payable to the Executive
under Section 3.3 above.


 


For purposes of this Section 3.6,
“Change of Control” means the occurrence of any of the following:


 


(1)           any person or group of related persons for purposes of
Section 13(d) of the Exchange Act (a “Group”), other than Jeffrey P.
Jacobs and his related trusts becomes the beneficial owner of more than 331/3% of the total voting power of the Company’s or its parent’s voting
stock, and Jeffrey P. Jacobs and his related trusts beneficially own, in the
aggregate, a lesser percentage of the total voting power of the voting stock of
the Company or its parent than such other person or group and do not have the
right or ability by voting power, contract or otherwise to elect or designate
for election a majority of the Board of Directors of the Company or its parent;


 


(2)           there is consummated any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all
or substantially all of the assets of the Company to any person or group,
together with any affiliates thereof and/or any of their affiliates; or


 


(3)           there is consummated any consolidation or merger of
the Company or its parent in which the Company or its parent is not the
continuing or surviving person or pursuant to which the common stock of the
Company or its parent would be converted into cash, securities or other
property, other than a merger or consolidation of the Company or its parent in
which the holders of the capital stock of the Company or its parent outstanding
immediately prior to the consolidation or merger hold, directly or indirectly,
at least a majority of the voting power of the surviving corporation
immediately after such consolidation or merger.


 


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ARTICLE
IV


CONFIDENTIALITY
AND COMPETITION


 


Section 4.1           Further Obligations of the Executive
During and After Employment.


 


(a)           The Executive agrees that during the term of his
employment under this Agreement and for an additional period of one year, he will
engage in no business activities which are or may be competitive with, or which
might place him in a competing position to that of, the Company or any
Affiliate except as authorized by the Company’s Board of Directors in its
reasonable discretion.


 


(b)           The Executive realizes that during the course of his
employment, the Executive will have produced and/or have access to confidential
business plans, information, business opportunity records, notebooks, data,
marketing strategies, trade secrets, customer lists and account lists of the
Company and its affiliates (“Confidential Information”).  Therefore, during or subsequent to his
employment by the Company, or by an affiliate, the Executive agrees to hold in
confidence and not to directly or indirectly disclose or use or copy or make
lists of any such Confidential Information, except to the extent authorized by
the Company in writing.  All records,
files, business plans, documents, equipment and the like, or copies thereof,
relating to Company’s business, or the business of an affiliated company, which
the Executive shall prepare, or use, or come into contact with, shall remain
the sole property of the Company, or of an affiliated company, and shall not be
removed from the Company’s or the affiliated company’s premises without its
written consent, and shall be promptly returned to the Company upon termination
or resignation of employment with the Company or its affiliated companies.


 


(c)           Because of his employment by the Company, the
Executive will have access to secrets and confidential information about the
Company, its business plans, its customers, its business opportunities, its
expansion plans into other geographic areas and its methods of doing business.  The Executive agrees that for the Term of this
Agreement and an additional period of one year he will not take any actions
which are calculated to persuade any employee, customer, vendor or supplier of
the Company to terminate or modify in any adverse manner his or its association
with the Company.


 


(d)           In the event a court of competent jurisdiction finds
any provision of this Section 4.1 to be so overbroad as to be
unenforceable, then such provision shall be reduced in scope by the court, to
the extent deemed necessary by the court to render the provision reasonable and
enforceable.  Executive acknowledges and
agrees that any breach of this Agreement by Executive would cause immediate irreparable
harm to the Company.  Executive agrees
that should he violate any of the terms and conditions of this Agreement, the
Company, at its sole discretion, shall be entitled to seek to obtain immediate
injunctive relief and enjoin further and future violations of this Agreement.


 


ARTICLE
V


DISABILITY
AND ILLNESS


 


Section 5.1           Disability and Salary Continuation.


 


(a)           Definition of Total Disability.  For purposes of this Agreement,
the terms “totally disabled” and “total disability” shall mean disability as
defined in any total disability insurance policy or policies, if any, in effect
with respect to the Executive.  If no insurance
policy is in effect, “total disability” shall mean a medically determinable
physical or mental condition, which, in the opinion of two physicians chosen by
the mutual consent of the parties, renders the Executive unable to perform
substantially all of the duties required pursuant to this Agreement.  Total disability shall be deemed to have
occurred on the date of the disabling injury or onset of the disabling illness,
as determined by the two independent physicians.  In the event that the two independent
physicians are unable to agree as to the date of the disabling injury or onset
of the disabling illness, such date shall be deemed to be the later of the two
dates determined by the physicians chosen pursuant to this Section 5.1(a).


 


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(b)           Salary Continuation.  If the Executive becomes totally disabled
during the term of this Agreement, his full salary shall be continued for six
months from the date of the disabling injury or onset of the disabling illness
as determined in accordance with the provisions of Section 5.1(a) above
and thereafter the Executive’s employment may be terminated in accordance with
the provisions of Section 3.3.


 


Section 5.2           Illness.  If the Executive is unable to
perform the services required under this Agreement by reason of illness or
physical injury not amounting to total disability, also as determined in this
Article, the compensation otherwise payable to the Executive under this
Agreement shall be continued for a period of one year he shall be entitled to
participate in the bonus payable in Section 2.4 with respect to the year
in which the illness occurred prorated for the year based on the number of
months worked during such year compared to 12 after which the Company shall have
no further obligation to the Executive.


 


ARTICLE
VI


INDEMNIFICATION


 


Section 6.1           General. The Company agrees that if the Executive
is made a party or is threatened to be made a party to any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(an “Indemnifiable Action”), by reason of the fact that he is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director, officer, member, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether or not the
basis of such Indemnifiable Action is alleged action in an official capacity as
a director, officer, member, employee or agent, he shall be indemnified and
held harmless by the Company to the fullest extent authorized by Delaware law
and the Company’s bylaws, as the same exist or may hereafter be amended (but,
in the case of any such amendment to the Company’s bylaws, only to the extent
such amendment permits the Company to provide broader indemnification rights
than the Company’s bylaws permitted the Company to provide before such
amendment), against all expense, liability and loss (including, without
limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered
by the Executive in connection therewith; provided however that the Executive
shall be entitled to indemnification with respect to any Indemnifiable Action
hereunder only if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company and, with respect
to any criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful.


 


Section 6.2           Procedure. The indemnification provided pursuant to
this Article VI shall be subject to the following conditions:


 


(a)           The Executive must promptly give the Company written
notice of any actual or threatened Indemnifiable Action and, upon providing
such notice, the Executive shall be presumed to be entitled to indemnification
under this Agreement and the Company shall have the burden of proof to overcome
that presumption in reaching any contrary determination; provided, however,
that the Executive’s failure to give such notice shall not affect the Company’s
obligations hereunder;


 


(b)           The Company will be permitted, at its option, to
participate in, or to assume, the defense of any Indemnifiable Action, with
counsel reasonably approved by the Executive; provided , however , that (i) the
Executive shall  have the right to employ
his own counsel in such Indemnifiable Action at the Executive’s expense, and (ii) if
(A) the retention of counsel by the Executive has been previously
authorized in writing by the Company, (B) the Company shall have
reasonably concluded, based on the advice of independent legal counsel mutually
selected by the Company and the Executive, that there may be a conflict of
interest between the Company and the Executive in the conduct of any such
defense, or (C) the Company shall not, in fact, have retained counsel to
assume the defense of such Indemnifiable Action, the fees and expenses of the
Executive’s counsel shall be at the expense of the Company; and provided,
further, that the Company shall not settle any action or claim that would
impose any limitation or penalty on the Executive without obtaining the
Executive’s prior written consent, which consent shall not be unreasonably
withheld;


 


(c)           The Executive must provide reasonable cooperation to
the Company in the defense of any Indemnifiable Action; and


 


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(d)           The Executive must refrain from settling any
Indemnifiable Action without obtaining the Company’s prior written consent,
which consent shall not be unreasonably withheld.


 


Section 6.3           Advancement of Costs and Expenses. The Company agrees to advance all costs
and expenses referred to in Sections 6.1 and 6.6; provided, however, that the Executive
agrees to repay to the Company any amounts so advanced only if, and to the
extent that, it shall ultimately be determined by a court of competent
jurisdiction that the Executive is not entitled to be indemnified by the
Company as authorized by this Agreement. The advances to be made hereunder
shall be paid by the Company to or on behalf of the Executive within twenty
(20) days following delivery of a written request therefore by the Executive to
the Company. The Executive’s entitlement to advancement of costs and expenses
hereunder shall include those incurred in connection with any action, suit or
proceeding by the Executive seeking a determination, adjudication or
arbitration award with respect to his rights and/or obligations under this Article VI.


 


Section 6.4           Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending an Indemnifiable Action in advance of
its final disposition conferred in this Article VI shall not be exclusive
of any other right which the Executive may have or hereafter may acquire under
any statute, provision of the certificate of incorporation or by-laws of the
Company, agreement, vote of stockholders or disinterested directors or
otherwise.


 


Section 6.5           D&O Insurance. The Company will maintain a directors’
and officers’ liability insurance policy covering the Executive that provides
coverage that is reasonable in relation to the Executive’s position during his
employment.


 


Section 6.6           Witness Expenses. Notwithstanding any other provision of
this Agreement, the Company shall indemnify the Executive if and whenever he is
a witness or threatened to be made a witness to any action, suit or proceeding
to which the Executive is not a party, by reason of the fact that the Executive
is or was a director or officer of the Company or its Affiliates or by reason
of anything done or not done by him in such capacity, against all expense,
liability and loss incurred or suffered by the Executive in connection
therewith; provided , however , that if the Executive is no longer employed by
the Company, the Company will compensate him, on an hourly basis, for all time
spent, at either his then current compensation rate or his Base Salary at the
rate in effect as of the termination of his employment, whichever is higher.


 


Section 6.7           Survival. The provisions of this Article VI
shall survive the expiration or earlier termination of this Agreement,
regardless of the reason for such termination.


 


ARTICLE
VII


GENERAL
MATTERS


 


Section 7.1           Governing Law.  This Agreement shall be governed
by the laws of the State of Colorado and shall be construed in accordance
therewith.


 


Section 7.2           No Waiver.  No provision of this Agreement may
be waived except by an agreement in writing signed by the waiving party.  A waiver of any term or provision shall not be
construed as a waiver of any other term or provision.


 


Section 7.3           Amendment.  This Agreement may be amended,
altered or revoked at any time, in whole or in part, by filing with this
Agreement a written instrument setting forth such changes, signed by each of
the parties.


 


Section 7.4           Benefit.  This Agreement shall be binding
upon the Executive and the Company, and shall not be assignable by either party
without the other parties’ written consent.


 


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Section 7.5           Severability.  If any provision of this Agreement
is declared by any court of competent jurisdiction to be invalid for any
reason, such invalidity shall not affect the remaining provisions.  On the contrary, such remaining provisions
shall be fully severable, and this Agreement shall be construed and enforced as
if such invalid provisions had not been included in the Agreement.


 


Section 7.6           Effective Date.  The effective date of this
Agreement shall be July 31, 2009.


 


Section 7.7           Arbitration.  The Company and the Executive
expressly agree that all disputes arising out of this Agreement shall be
resolved by arbitration in accordance with the following provisions.  Either party must demand in writing such
arbitration within 10 days after the controversy arises by sending a notice to
arbitrate to both the other party and to any recognized and reputable
alternative dispute resolution firm, such as the Judicial Arbitrators Group
located in Denver, Colorado.  The
controversy shall then be arbitrated pursuant to the rules promulgated by
any such firm at the firm’s offices located in Denver, Colorado.  The parties will select by mutual agreement
the arbitrator or arbitrators (hereinafter collectively referred to as
“arbitrator”) to hear and resolve the controversy.  The express terms of this Agreement and the
laws of the State of Colorado shall govern the arbitrator.  The arbitrator’s decision shall be final and
binding on the parties and shall bar any suit, action, or proceeding instituted
in any federal, state, or local court or administrative tribunal.  Notwithstanding the preceding sentence, the
arbitrator’s judgment may be entered in any court of competent jurisdiction.  These arbitration provisions shall survive the
termination of this Agreement.


 


Section 7.8           Section 409A.  This Agreement is intended to
comply with the requirements of Section 409A and shall be construed
accordingly.  Any payments or
distributions to be made to the Executive under this Agreement upon a separation
from service (as defined in Section 409A) of amounts classified as
“nonqualified deferred compensation” for purposes of Code Section 409A,
shall in no event be made or commence until 6 months after such separation from
service.  Each payment of nonqualified
deferred compensation under this Agreement shall be treated as a separate
payment for purposes of Code Section 409A.  Any reimbursements made pursuant to this
Agreement shall be paid as soon as practicable but no later than 90 days after
the Executive submits evidence of such expenses to Corporation (which payment
date shall in no event be later than the last day of the calendar year
following the calendar year in which the expense was incurred).  The amount of such reimbursements during any
calendar year shall not affect the benefits provided in any other calendar
year, and the right to any such benefits shall not be subject to liquidation or
exchange for another benefit.


 


Section 7.9           Executive’s Representation.  The Executive represents that he has
engaged legal counsel to review this Agreement and advise him with respect to
each Section hereof.


 


 


	
   

  	
  JACOBS ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen R. Roark

  
	
   

  	
   

  	
  Stephen R. Roark

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Emanuel J.
  Cotronakis

  
	
   

  	
   

  	
  Emanuel
  J. Cotronakis

  



 


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