Exhibit
10.1


EXECUTION COPY


EMPLOYMENT
AGREEMENT


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is
dated as of this 10th day of April, 2007, by and
between the Seneca Gaming Corporation (“Parent”), a
governmental instrumentality of the Seneca Nation of Indians of New York (the “Nation”) and Robert Victoria (“Executive”).


WHEREAS,
Parent desires that Executive serve as the Senior Vice President of Marketing
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 Senior Vice President of Marketing 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 Senior Vice President of Marketing.  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 March 5, 2007 (the “Commencement Date”)
and terminate on September 30, 2009 (the “Termination Date”), unless renewed by a subsequent written
agreement of the parties.


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, 2007.  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 or disapproval of the license required pursuant to the Compact, or
upon disapproval by the National Indian Gaming Commission of the issuance of
any license by the Nation pursuant to its own gaming ordinances, if either such
action renders it unlawful for Executive to perform as Senior Vice President of
Marketing of Parent or any of the Subsidiaries, or if any event renders it unlawful
for the Nation and/or Employer to continue 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.


(ii)                                  upon
revocation or disapproval of such licenses for Executive as are required
pursuant to the Compact and/or by the Nation’s or Employer’s gaming ordinances;


(iii)                               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



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(iv)                              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.


(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) twelve (12) 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.


(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 



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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 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 



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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 twelve (12) 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 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 



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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.


(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 



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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:


________________________


________________________


________________________


If to Parent:


310
4th Street


P.O.
Box 77


Niagara
Falls, New York (Seneca Nation Territory) 14303


Attn:  General Counsel



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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 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.



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(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:

  	
   

  	
  Interim President and CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXECUTIVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Robert Victoria

  	
   

  	
   

  









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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 (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 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”).



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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.  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.


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 



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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]



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


	
  

  	
   

  	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
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  Date:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


Sworn to and subscribed before me


this ___ day of _____________, 20___.


 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  	
   

  	
   

  



 


	
  

  	
   

  	
   

  	
   

  	
  ACCEPTED AND ACKNOWLEDGED BY

  
	
   

  	
   

  	
   

  	
   

  	
  SENECA GAMING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  



 



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