**Exhibit10.22**

 

# **EMPLOYMENT AGREEMENT**

 

THIS EMPLOYMENT AGREEMENT (“Agreement”) ismade and entered into this 1st day of July 2002, to be effective asof the Effective Date (as hereafter defined), by and between HOLLYWOOD CASINOSHREVEPORT (“Employer”) and TONYA TARRANT (“Employee”).

 

**WITNESSETETH:**

 

WHEREAS, Employer is a partnership, dulyformed and existing under the laws of the State of Louisiana, and owns theHollywood Casino in Shreveport, Louisiana (the “Casino”) and has need forqualified, experienced personnel;

 

WHEREAS, Employee is an adult individualcurrently residing at 9014 Aurora Lane, Shreveport, Louisiana 71115;

 

NOW, THEREFORE, for and in consideration ofthe foregoing recitals, and in consideration of the mutual covenants,agreements, understandings, undertakings, representations, warranties andpromises hereinafter set forth, and intending to be legally bound thereby,Employer and Employee do hereby covenant and agree as follows:

 

**1.**                                      **DEFINITIONS**.  As used in this Agreement, the words andterms hereinafter defined have the respective meanings ascribed to them herein,unless a different meaning clearly appears from the context:

 

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(a)          “Cause” means anyof the following: (i) Employee’s failure (for any reason other than as theresult of a Complete Disability) to perform Employee’s duties under thisAgreement with a reasonable degree of diligence, competence and effectiveness;(ii) Employee’s engagement in any personal misconduct involving dishonesty,illegality, or moral turpitude which is materially detrimental or injurious tothe business interests, reputation or goodwill of Employer or dishonesty,disloyalty, or infidelity against Employer or Employer’s Affiliates; (iv)Employee’s breach of or other failure to perform under any of the material termsand covenants of this Agreement; (v) Employee’s willful violation of any policyestablished by Employer with respect to the operation of Employer’s businessand affairs, or the conduct of Employer’s employees; (vi) Employee’sinsubordination with respect to, or willful failure, in any material respect,to carry out all reasonable and lawful instructions issued by the VicePresident and General Manager of the Casino; and (vii) Employee’s failure tomaintain in force and in good standing any and all licenses, permits and/orapprovals required of Employee by the relevant governmental authorities for thedischarge of the obligations of Employee under this Agreement.  All determinations of the existence of“Cause,” including without limitation any determination with respect toperformance, reasonableness, effectiveness, materiality and injury, shall bemade in good faith by the Board of Directors of Employer’s Managing GeneralPartner and shall be conclusive as to all parties.

 

(b)         “CompleteDisability”means the inability of Employee, due to illness or accident or other mental orphysical incapacity, to perform his obligations under this Agreement for aperiod of one hundred eighty (180) calendar days in the aggregate over a periodof five hundred (500) consecutive calendar days, such “Complete Disability” tobecome effective upon the expiration of such one hundred eightieth (180th) day.

 

(c)          “EffectiveDate”means July 1st, 2002.

 

(d)         “Employee” meansEmployee as earlier defined in this Agreement.

 

(e)          “Employer” meansEmployer as earlier defined in this Agreement.

 

(f)            “Employer’sAffiliates”means any parent, subsidiary or affiliated corporation or other legal entity ofEmployer.

 

(g)         “PriorEmployment”means any prior employment Employee has had with either Employer or Employer’sAffiliates.

 

**2.****                                      PRIOREMPLOYMENT**.  Employeerepresents and warrants that, as of the

 

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Effective Date, other than this Agreement Employee is neither a partyto nor subject to any agreement governing or restricting his employment or inany way limiting his ability to perform fully and completely his duties under,and comply with the terms set forth in, this Agreement.  Employee further represents and warrantsthat, in performing his employment duties under this Agreement, he will notviolate any agreement between him and any other employer, or any obligationimposed upon him by any federal or state statute or common-law provisionrelating to the disclosure of trade secrets and/or proprietaryinformation.  This Agreement supersedesand replaces any and all prior employment agreements, whether written or oral,by and between Employee, on the one side, and Employer or Employer’sAffiliates, on the other side.  From andafter the Effective Date, Employee shall be the employee of Employer solelyunder the terms of and pursuant to the conditions set forth in this Agreement.

 

**3.****                                      BASICEMPLOYMENTAGREEMENT**. Subject to the terms and conditions hereinafter set forth, Employerhereby employs Employee during the Term hereinafter specified to serve under atitle and with such duties not inconsistent with those set forth in Paragraph 4of this Agreement, as the same may be modified and/or assigned to Employee byEmployer from time to time.

 

**4.**                                      **DUTIESOFEMPLOYEE**.  Employeeshall perform such duties assigned to Employee by Employer as are generallyassociated with the duties of Vice President of Finance and Chief FinancialOfficer of the Casino, or such similar duties as may be assigned to Employee bythe Vice President and General Manager of the Casino, including but not limitedto (i) selection and delegation of duties and responsibilities of subordinates;(ii) the direction, review and oversight of all programs under Employee’ssupervision; and (iii) such other and further duties specifically related tosuch duties as assigned by Employer to Employee.

 

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**5.****                                      ACCEPTANCEOFEMPLOYMENT**. Employee hereby unconditionally accepts the employment set forth hereunder,under the terms and conditions set forth in this Agreement.  Employee hereby covenants and agrees that,during the Term of this Agreement, Employee will devote the whole of his normaland customary working time and best efforts solely to the performance ofEmployee’s duties under this Agreement.

 

**6.****                                      TERM**.  The term of this Agreement (the “Term”)shall commence on the Effective Date and, unless sooner terminated as providedherein, expire on July 1, 2004.

 

**7.****                                      SPECIALTERMINATIONPROVISIONS**. Notwithstanding the provisions of Paragraph 6 above, this Agreement andall parties’ rights and obligations hereunder shall terminate upon theoccurrence of any of the following events:

 

(a)          the death of Employee;

 

(b)         the giving of writtennotice from Employer to Employee of the termination of this Agreement upon theComplete Disability of Employee;

 

(c)          the giving of writtennotice by Employer to Employee of the termination of this Agreement upon thedischarge of Employee for Cause;

 

(d)         the giving of written noticeby Employer to Employee of the termination of this Agreement without Cause;provided, however, that such notice must be accompanied by Employer’s writtentender to Employee of Employer’s unconditional commitment to continue to pay toEmployee the compensation set forth in Paragraph 8(a) of this Agreement throughthe date upon which this Agreement would have expired on its own terms but forsuch termination;

 

(e)          cause beyond the controlof Employer and without its fault or negligence.  Such causes may include, but are not limited to, acts of god or apublic enemy, acts of government in either its sovereign or contractualcapacity, fires, floods, epidemics, quarantine restrictions, strikes, riots,freight embargoes, power outages or unusually severe weather conditions.

 

**8.****                                      COMPENSATIONTOEMPLOYEE**.  For andin complete consideration of Employee’s full and faithful performance of hisduties under this Agreement, Employer hereby

 

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covenants and agrees to pay to Employee, and Employee hereby covenantsand agrees to accept from Employer, the following items of compensation:

 

(a)                                  BaseSalary.  Employer hereby covenants and agrees to payto Employee, and Employee hereby covenants and agrees to accept from Employer,an annual base salary of One Hundred Fifty Thousand and No/100 Dollars($150,000), which salary may be increased by Employer during the Term, payablein such equal regular installments as is Employer’s custom and usage.  Such base salary shall be exclusive of andin addition to any other benefits which Employer, in its sole discretion, maymake available to Employee, including, but not limited to, bonus plans,retirement plans, company life insurance plans or medical and/orhospitalization plans.

 

(b)                                 Bonus;IncentiveCompensation.  Employee shallreceive a bonus on or prior to July 1, 2003 in the amount of Twenty-FiveThousand and No/100 Dollar ($25,000.00). Commencing with the second year of the Term, Employee also shall beentitled to participate in the incentive compensation plan of the Employer asand when implemented.  The incentivecompensation will be payable by Employer to Employee in accordance with theterms of such incentive compensation plan, but in no event shall such incentivecompensation be in an amount less than $25,000.00.

 

(c)                                  EmployeeBenefitPlans.  Employer hereby covenantsand agrees that it shall include Employee, if otherwise eligible, in anycompany life insurance plans, medical and/or hospitalization plans, and/or anyand all other benefit plans which may be placed in effect by Employer duringthe Term of this Agreement, as such plans may be modified by Employer from timeto time in its sole discretion.  Nothingin this Agreement shall require Employer to establish any employee benefit planor to maintain any such plan in existence.

 

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(d)                                 ExpenseReimbursement.  During the Term of this Agreement, Employershall either pay directly or reimburse Employee for Employee’s reasonable expensesincurred for the benefit of Employer in accordance with Employer’s generalpolicy regarding reimbursement, as the same may be amended, modified or changedfrom time to time, provided that Employee timely submits to Employerappropriate documentation of such expenses.

 

(e)                                  LicensingExpenses.  Employer hereby covenants and agrees thatEmployer shall pay all licensing fees and expenses incurred by Employee insecuring and maintaining such licenses and permits required of Employee inorder to perform his duties under this Agreement.

 

(f)                                    VacationsandHolidays.  Commencing as of theEffective Date of this Agreement, Employee shall be entitled to (i) annual paidvacation leave in accordance with Employer’s standard policy therefore, as suchpolicy may be modified by Employer from time to time in its sole discretion, tobe taken at such times as selected by Employee and approved by Employer, and(ii) the following paid holidays (or, at Employer’s option, an equivalentnumber of paid days off): New Year’s Day, Memorial Day, Independence Day, LaborDay, Thanksgiving Day, Christmas Day and up to three (3) additional floatingholidays which vary from year to year.

 

(g)                                 PayrollDeductions;ContinuedEmploymentRequired.  All of the compensation provided to Employee under this Agreementshall be subject to such payroll deductions as are required by law.  Except to the extent otherwise provided inParagraph 7(d) of this Agreement, Employee’s right to continue to receive the compensationset forth in this Agreement shall be expressly conditioned on Employee’sremaining employed by Employer under this Agreement.

 

**9.****                                      LICENSINGREQUIREMENTS**.

 

(a)                                  Employer and Employeehereby covenant and agree that this Agreement may be

 

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subject to the approval of the Louisiana Gaming Control Board and anyother jurisdiction in which Employer and Employer’s Affiliates conductsbusiness (the “Gaming Authorities”) pursuant to the provisions of the LouisianaRiverboat Economic Development and Gaming Control Act and any other applicablelaw and the regulations promulgated thereunder (collectively, the “GamingActs”).  In the event this Agreement isrequired to be approved by the Gaming Authorities and is not so approved by theGaming Authorities, this Agreement shall immediately terminate and shall benull and void and of no further force or effect; provided, however, should thisAgreement not be approved by the Gaming Authorities, Employer and Employeeshall hereby covenant and agree that, with the exception of the provisions ofParagraph 8 of this Agreement, this Agreement shall be deemed modified andamended so as to receive the appropriate approval from the Gaming Authorities.

 

(b)                                 Employer and Employeehereby covenant and agree that, in order for Employee to discharge the dutiesrequired under this Agreement, Employee may be required to hold casino employeecasino licenses (the “Licenses”) as issued by one or more of the GamingAuthorities pursuant to the terms of the Gaming Acts and as otherwise requiredby this Agreement.  In the event thatany of the Gaming Authorities objects to the renewal of the Employee’s License,or any of the Gaming Authorities refuses to renew Employee’s applicableLicense, Employer, at Employer’s sole cost and expense, shall promptly defendsuch action and shall take such reasonable steps as may be required to securesuch Gaming Authority’s approval.  Theforegoing notwithstanding, if such Gaming Authority’s refusal to renewEmployee’s License arises as a result of any of the events described inParagraph 1(a) of this Agreement, Employer’s obligations under this Paragraph 9shall not be operative and Employee shall promptly reimburse Employer upondemand for any expenses incurred by Employer pursuant to this Paragraph 9.

 

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**10**.                               **CONFIDENTIALITY. **Employee hereby warrants, covenants andagrees that, without the prior express written approval of Employer, Employeeshall hold in the strictest confidence and shall not disclose to any person,firm, corporation or other entity, any and all of Employer’s confidentialinformation, including, but not limited to (i) information or other documentsconcerning Employer’s business, customers or suppliers; (ii) Employer’smarketing methods, files and credit and collection techniques and files; or(iii) Employer’s trade secrets and other “know-how” or information not of apublic nature, regardless of how such information came into the custody ofEmployee.  The warranty, covenant and agreementset forth in this Paragraph 10 shall not expire, shall survive this Agreementand shall be binding upon Employee without regard to the passage of time orother events.

 

**11.****                               RESTRICTIVECOVENANT**.  Employee herebycovenants and agrees that, during the Term of this Agreement and for so longthereafter as Employer continues to pay any form of compensation to Employee(e.g., in accordance with Paragraph 7(d)), Employee shall not directly orindirectly, either as a principal, agent, employee, employer, consultant,partner, shareholder of a closely held corporation or shareholder in excess offive percent (5%) of a publicly traded corporation, corporate officer ordirector, or in any other individual or representative capacity, engage orotherwise participate in any manner or fashion in any business that is incompetition with the principal business activity of Employer or Employer’sAffiliates in or about the Shreveport/Bossier City market.  Employee hereby further agrees andacknowledges that the restrictive covenant contained in this Paragraph 11 isreasonable as to duration, terms and geographical area and that the sameprotects the legitimate interests of Employer and Employer’s Affiliates,imposes no undue hardship on Employee and is not  injurious to the public.

 

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**12.****                               BESTEVIDENCE**.  This Agreementshall be executed in original and “Xerox” or photostatic copies and each copybearing original signatures in ink shall be deemed an original.

 

**13.****                               SUCCESSION**.  This Agreement shall be binding upon andinure to the benefit of Employer and Employee and their respective successorsand assigns.

 

**14.****                               ASSIGNMENT**.  Employee shall not assign this Agreement ordelegate his duties hereunder without the express written prior consent ofEmployer thereto.  Any purportedassignment by Employee in violation of this Paragraph 14 shall be null and voidand of no force or effect.  Employershall have the right to assign this Agreement freely; provided, however, thatin the event of such an assignment by Employer and the assignee subsequentlydefaults under the terms of this Agreement, Employer shall remain liable forcompliance with the terms of Paragraph 8 of this Agreement.

 

**15.****                               AMENDMENTORMODIFICATION**.  ThisAgreement may not be amended, modified, changed or altered except by a writingsigned by both Employer and Employee.

 

**16.****                               GOVERNINGLAW**.  This Agreement shall begoverned by and construed in accordance with the laws of the State of Louisianain effect on the Effective Date of this Agreement.

 

**17.****                               NOTICES**.  Any and all notices required under thisAgreement shall be in writing and shall either hand-delivered; mailed bycertified mail, return receipt requested; or sent via telecopier addressed to:

 
| TO EMPLOYER: | Hollywood Casino Shreveport |
|--------------|-----------------------------|
|         | c/o HCSI, Inc.              |
|         | Galleria Tower, Suite 2200  |
|         | 13455 Noel Road, LB 48      |
|         | Dallas, Texas 75240         |

 

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|         | Attention: General Counsel |
|--------------|----------------------------|
|         |                       |
| TO EMPLOYEE: | Tonya Tarrant              |
|         | 9014 Aurora Lane           |
|         | Shreveport, LA  71115 |

 

All notices hand-delivered shall be deemeddelivered as of the date actually delivered. All notices mailed shall be deemed delivered as of the next business dayfollowing the date of the confirmation of delivery.  Any changes in any of the addresses listed herein shall be madeby notice as provided in this Paragraph 17.

 

**18.****                               INTERPRETATION**.  The preamble recitals to this Agreement areincorporated into and made a part of this Agreement.  Titles of paragraphs are for convenience only and are not to beconsidered a part of this Agreement.

 

**19.****                               SEVERABILITY**.  In the event any one or more provisions ofthis Agreement is declared judicially void or otherwise unenforceable, theremainder of this Agreement shall survive and such provisions shall be deemedmodified and amended so as to fulfill the intent of the parties hereto.

 

**20.****                               DISPUTERESOLUTION**.  Except forequitable actions seeking to enforce any of the provisions of Paragraphs 10 and11 of this Agreement, as to which the parties expressly agree that jurisdictionshall lie solely with the 26th Judicial District Court of Bossier Parish,Louisiana, and agree to submit to the personal jurisdiction of such court, anyand all claims, disputes or controversies between the parties hereto arisingfrom or otherwise relating to this Agreement or any alleged breach thereof, onthe written demand of either of the parties hereto, shall be submitted to andbe determined solely by final and binding arbitration held in Shreveport,Louisiana in accordance with the Employment Dispute Resolution Rules of the

 

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American Arbitration Association. This Agreement to arbitrate shall be specifically enforceable in anycourt of competent jurisdiction, and an arbitrator’s award in connection withany such dispute may be enforced by any court with jurisdiction thereof.

 

**21.****                               WAIVER**.  None of the terms of this Agreement,including this Paragraph 21, or any term, right or remedy hereunder shall bedeemed waived unless such waiver is in writing and signed by the party to becharged therewith and in no event by reason of any failure to assert or delayin asserting any such term, right or remedy or similar term, right or remedyhereunder.

 

**22.****                               PAROL**.  This Agreement constitutes the entireagreement between Employer and Employee with respect to the subject matterhereto and this Agreement supersedes any prior or contemporaneousunderstandings, agreements or undertakings by and between Employer and Employeewith respect to the subject matter hereof.

 

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IN WITNESS WHEREOF AND INTENDING TO BELEGALLY BOUND THEREBY, the parties hereto have executed and delivered thisAgreement as of the year and date first above written.

 

 
|   | HOLLYWOOD CASINO SHREVEPORT |
|--------|-----------------------------|
|   |                        |   |
|   | By:                         | HCS I, Inc., its managing general partner |
|   |                        |   |
|   |                        | By: | /s/ Edward T. Pratt III |   |
|   |                        |   | Edward T. Pratt III |
|   |                        |   | Chief Executive Officer and President |
|   |                        |   |
|   |                        |   |
|   | /s/ Tonya Tarrant           |   |
|   | Tonya Tarrant               |
|        |                             |  |  |  |  |  |

 

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