a5506811ex10_1.htm


    EXHIBIT
      10.1

     

    
      Separation
        Agreement – Jonathan Lowenhar

    

     

    
      SEPARATION
        OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

       

      THIS
        SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the "Agreement")
        is
        effective as of the 28th day of September 2007 (the "Effective Date"), by
        and between and Black Gaming LLC, a Nevada limited liability company (as
        successor or assignee of Virgin River Casino Corporation, a Nevada Corporation,
        RBG, LLC, a Nevada limited liability company, and Casablanca Resorts, LLC,
        a
        Nevada limited liability company) (the "Company"), and Jonathan Lowenhar
        ("Employee").

      


      RECITALS

      


      A.           Employee
        was employed by Company as Company's Chief Operating Officer pursuant to
        an
        Employment Agreement, dated April 1, 2005 ("Employment Agreement"), which
        provides for certain payments and benefits in the event that Employee's
        employment is terminated under certain circumstances;

       

      B.           Employee
        and Company have agreed to terminate the Employment Agreement effective as
        of
        the Effective Date subject to the terms and conditions provided herein;
        and

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and promises contained
        herein, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties agree that the
        foregoing recitals are true and correct, and further agree as
        follows:

       

      AGREEMENT

       

      1.           Severance
        Payment; Release.

       

      1.1.           Severance
        Payment.  In consideration of the termination of the Employment
        Agreement, on the Effective Date Company shall pay to Employee, as severance
        pay, the lump sum amount of Three Hundred and Two Thousand Dollars and 00/100
        ($302,000.00) by wire transfer of immediately available funds to such account
        or
        accounts as Employee designates in writing by the close of business on the
        Effective Date hereof ("Severance Payment").  Such Severance
        Payment shall be subject to ordinary withholding and represents the sole
        and
        exclusive sum that Company will ever pay Employee in consideration of the
        cessation of employment with the Company.

       

      1.2.           Release
        by Employee.  For and in consideration of the Severance Payment
        and the termination of the Employment Agreement, Employee does hereby REMISE,
        RELEASE AND FOREVER DISCHARGE the Company, its affiliates, predecessors,
        subsidiaries and parents, and their present or former officers, directors,
        shareholders, employees, and agents, and its and their respective successors,
        assigns, heirs, executors, and administrators and the current and former
        trustees or administrators of any pension or other benefit plan applicable
        to
        the employees or former employees of the Company (collectively, "Releasees")
        from all causes of action, suits, debts, claims and demands whatsoever in
        law or
        in equity, which the Employee ever had, now has, or hereafter may have, whether
        known or unknown, or which the Employee's heirs, executors, or administrators
        may have, by reason of any matter, cause or thing whatsoever, from any time
        prior to the date of this Agreement, and particularly, but without limitation
        of
        the foregoing general terms, any claims arising from or relating in any way
        to
        the Employee's employment relationship with the Company, the terms and
        conditions of that employment relationship, and the termination of that
        employment relationship, including, but not limited to, any claims arising
        under
        Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
        Act,
        the Family and Medical Leave Act of 1993, the Equal Pay Act, the Employee
        Retirement Income Security Act of 1974, Nevada wages and hour law, Nevada
        law
        pertaining to employment practices of any kind; any other federal, state
        or
        local law regulating employment, and any and all claims under the common
        law for
        breach of express or implied contract, violation of the covenant of good
        faith
        and fair dealing, violation of public policy, negligence, slander, defamation,
        invasion of privacy, false light, false imprisonment, trespass, breach of
        fiduciary duty, intentional interference with business relations, interference
        with prospective economic advantage, intentional or negligent infliction
        of
        emotional distress, intrusion, retaliatory or wrongful termination, punitive
        damages, and wage claims.  This Agreement is effective without regard
        to the legal nature of the claims raised and without regard to whether any
        such
        claims are based upon tort, equity, implied or express contract or
        discrimination of any sort.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      1.3           Release
        by Company.  For and in consideration of the termination of the
        Employment Agreement, Company does hereby REMISE, RELEASE AND FOREVER DISCHARGE
        Employee, and, if Employee is a business entity, then its affiliates,
        predecessors, subsidiaries and parents, and their present or former officers,
        directors, shareholders, employees, and agents, and its and their respective
        successors, assigns, heirs, executors, and administrators (collectively,
        "Employee Released Parties") from all causes of action, suits, debts,
        claims and demands whatsoever in law or in equity, which Company ever had,
        now
        has, or hereafter may have, whether known or unknown, by reason of any matter,
        cause or thing whatsoever, from any time prior to the Effective Date, and
        particularly, but without limitation of the foregoing general terms, any
        claims
        arising from or relating in any way to Employee's former employment relationship
        with Company, the terms and conditions of that employment relationship, and
        the
        termination of that employment relationship; provided, however, that Company
        does not release the Employee Released Parties from any causes of action,
        suits, debts, claims and demands arising out of any malfeasances, gross
        negligence, criminal misconduct, fraud or gross dereliction in duty causing
        substantial financial harm to Company committed by Employee during the term
        of
        the Employment Agreement and occurring prior to the Effective Date.

       

      2.           Base
        Salary.  In addition to the Severance Payment, Employee is
        entitled to receive and shall receive all outstanding Base Salary, as that
        term
        is defined in the Employment Agreement, accrued through the Effective Date
        of
        this Agreement, which payment shall be delivered to Employee on the Effective
        Date.

       

      3.           Public
        Statements.  Employee and Company mutually agree that neither
        party will disparage or subvert the other party, or make any statement
        reflecting negatively on the other party, its affiliates, or any of their
        officers, directors, employees, agents or representatives, including, but
        not
        limited to, any matters relating to the operation or management of the
        Properties, Employee's prior employment relationship with Company, and the
        termination of Employee's employment, regardless of the truthfulness or falsity
        of such statement. Employee and Company agree that any language contained
        in any
        public statements, press releases, SEC filings and similar statements and/or
        documents relating to Employee's termination of his employment relationship
        with
        Company, or any matters related thereto, shall be mutually agreed upon in
        writing in advance by Employee and Company.  More specifically, the
        anticipated 8-K filing shall state:

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      SECTION
        5 – CORPORATE GOVERNANCE AND MANAGEMENT

       

      Item
        5.02 Departure of Directors or Certain Officers; Election of Directors;
        Appointment of Certain Officers; Compensatory Arrangements of Certain
        Officers.

       

      (b)           On
        September 26, 2007, Jonathan Lowenhar gave us notice of his intent to resign
        as
        our Chief Operating Officer effective September 28, 2007.  As a result
        of his resignation, the Executive Employment Agreement dated April 1, 2005
        made
        by our direct or indirect wholly owned subsidiaries Virgin River Casino
        Corporation, RBG, LLC and Casablanca Resorts, LLC with Mr. Lowenhar will
        terminate on the effective date of Mr. Lowenhar’s resignation.  The
        Executive Employment Agreement was filed as an exhibit to our Form 10-K/A,
        as
        filed with the Securities and Exchange Commission on April 25, 2006, and
        is
        incorporated herein by reference.

      


      On
        September 28, 2007, we entered into a separation agreement with Mr. Lowenhar
        (the “Lowenhar Agreement”) pursuant to which we will pay Mr. Lowenhar a lump sum
        payment of $302,000 which includes a $277,000 severance payment and a $25,000
        payment for a two-year non-compete covenant.  The Lowenhar Agreement
        also provides for a mutual release of claims between us and Mr. Lowenhar
        and
        contains customary confidentiality and non-solicitation covenants by Mr.
        Lowenhar.

       

      On
        September 26, 2007, Scott DeAngelo gave us notice of his intent to resign
        as our
        Vice President of Marketing effective September 28, 2007.  As a result
        of his resignation, the Employment Agreement dated January 1, 2006 made by
        our
        direct or indirect wholly owned subsidiaries Virgin River Casino Corporation,
        RBG, LLC and Casablanca Resorts, LLC with Mr. DeAngelo will terminate on
        the
        effective date of Mr. DeAngelo’s resignation.

      


      On
        September 28, 2007, we entered into a separation agreement with Mr. DeAngelo
        (the “DeAngelo Agreement”) pursuant to which we will pay Mr. DeAngelo a lump sum
        payment of $50,000 which includes a $37,500 severance payment and a $12,500
        payment for a two-year non-compete covenant.   The DeAngelo
        Agreement also provides for a mutual release of claims between us and Mr.
        DeAngelo and contains customary confidentiality and non-solicitation covenants
        by Mr. DeAngelo.

       

      On
        October
        1, 2007, we issued a press release announcing Mr. Lowenhar’s and Mr. DeAngelo’s
        resignations, a copy of which is attached hereto as Exhibit 99.1 and is
        incorporated herein by reference.

      


      The
        foregoing summaries of the Lowenhar Agreement and the DeAngelo Agreement
        are
        qualified in their entirety by reference to the complete texts of the Lowenhar
        Agreement and the DeAngelo Agreement, copies of which are attached hereto
        as
        Exhibits 10.1 and 10.2, respectively, and are incorporated herein by
        reference.

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Employee
        and Company shall issue a press release which shall include substantially
        similar content as the 8-K filing, and shall include:

       

      Today
        Black Gaming, LLC announced a re-organization of its management team including
        the resignations of Jonathan Lowenhar, the company's Chief Operating Officer,
        and Scott DeAngelo, the company's Vice President of Marketing and
        Sales.   CEO and Chairman Randy Black, Sr., offered, “In the face of a
        challenging market, we have devised a new plan to reduce our corporate cost
        structure as we ride out this difficult time here in the Mesquite market. 
Under the new structure I will personally return to the company’s day to day
        operations."

       

      "Jonathan
        helped lead our company to record EBITDA levels in 2005 and 2006.  In
        addition our company now boasts better customer service and a more aligned
        workforce with more capable management capacity than ever in its
        history."

       

      Randy
        Black continued, “We also appreciate the contributions of Scott DeAngelo to the
        company.  Through his development of a well branded loyalty program, direct
        marketing system and advertising campaign we succeeded in helping to grow
        our
        revenues and our customer loyalty.  Due in part to Scott’s efforts, more
        customers than ever before know about Black Gaming, about Mesquite and the
        products we have to offer.”

      


      4.           Reemployment.  Employee
        agrees to relinquish and hereby does relinquish any and all rights to
        reemployment with Company.  Employee further agrees that he will not
        in the future seek, otherwise pursue or accept employment with Company or
        its
        affiliates.

       

      5.           Non-Competition.

      


      5.1.           Separate
        Consideration.  Employee hereby represents, warrants and agrees
        with Company that Twenty-Five Thousand Dollars and 00/100
        ($25,000.00)  of the Severance Payment constitutes good and
        valuable consideration, the receipt and sufficiency of which are hereby
        expressly acknowledged, for the covenants and agreements contained in
        Section 5.2 hereof.

      


      5.2.           Non-Compete.  Employee
        acknowledges that, in the course of performing his duties as an employee,
        Employee has formed relationships and become acquainted with certain
        confidential and proprietary information as further described in Section
        6
        hereof.  Employee further acknowledges that such relationships and
        information are and will remain valuable to Company and that any restrictions
        on
        Employee’s future employment, if any, are reasonably necessary for Company to
        remain competitive in the business industry in which it operates.  In
        recognition of Company’s heightened need for protection from abuse of
        relationships formed or information garnered during his employment by Company,
        Employee covenants and agrees that during the two (2) years immediately
        following the Effective Date of this Agreement, Employee will not directly
        or
        indirectly be employed by, provide consultation or other services to, engage
        or
        participate in, provide advice, information or assistance to, fund, or otherwise
        be connected or associated in any way or manner with, any firm, person,
        corporation, or other entity that is either directly, indirectly or through
        an
        affiliated company or entity, engaged in Company’s business within 70 miles of
        Casablanca Resort, Mesquite, Nevada, without the express written permission
        of
        Company, which permission shall be at Company's sole and exclusive
        discretion.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      6.           Confidentiality

       

      6.1.           Confidential
        Information.  Employee covenants and agrees that he shall not at
        any time, without Company’s prior written consent, disclose or make known to any
        person or entity any confidential or proprietary information about Company,
        including, but not limited to, any information regarding assets, trade secrets,
        customers, future plans and methods of doing business (collectively, the
        "Confidential Information") that is not already and generally known to
        the public through no wrongful act of Employee or any other party.

       

      6.2.           Return
        of Confidential Information.  Employee covenants and agrees that
        on or before the Effective Date, he shall return to Company any and all
        Confidential Information and all other documents, photographs or other materials
        of any kind, and all copies or reproductions thereof, in whatever media,
        made
        available or supplied by Company to Employee.


       

      7.           Representations.  Employee
        hereby represents, warrants and agrees with Company that:

      


      
        	
                 

              	
                a.

              	
                The
                  covenants and agreements contained in Section 5 and 6 above are
                  reasonable, appropriate and suitable in their geographic scope,
                  duration
                  and content.  As such, Employee covenants and agrees that he
                  shall not, directly or indirectly, raise any issue of the reasonableness,
                  appropriateness and suitability of the geographic scope, duration
                  or
                  content of such covenants and agreements in any proceeding to enforce
                  such
                  covenants and agreements.

              


      

      


      
        	
                 

              	
                b.

              	
                The
                  enforcement of any remedy under this Agreement will not prevent
                  Employee
                  from earning a livelihood, because Employee's past work history
                  and
                  abilities are such that Employee can reasonably expect to find
                  work
                  irrespective of the covenants and agreements contained in Section
                  5
                  above;

              


      

      


      
        	
                 

              	
                c.

              	
                The
                  covenants and agreements stated in Sections 5 and 6 and this Section
7,
                  are essential for the Company's reasonable
                  protection;

              	
                 

              


      

      


      
        	
                 

              	
                d.

              	
                Company
                  has reasonably relied on these covenants and agreements by Employee;
                  and,

              	
                 

              


      

      


      
        	
                 

              	
                e.

              	
                Employee
                  agrees that in the event of Employee's breach or threatened breach
                  of any
                  covenants and agreements set forth in Sections 5 and 6 above, the
                  Company
                  may seek to enforce such covenants and agreements through any equitable
                  remedy, including specific performance or injunction, without waiving
                  any
                  claim for damages.  In any such event, Employee waives any claim
                  that Company has an adequate remedy at law or for the posting of
                  a
                  bond.

              


      

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      8.           General
        Provisions.

      


      8.1.           Entire
        Agreement.  This Agreement sets forth the entire agreement and
        understanding between the parties hereto relating to the matters contemplated
        hereby and, as of the Effective Date, supersedes and replaces in their entirety
        any and all prior agreements (whether written or oral), arrangements or
        understandings between the parties hereto with respect to the subject matter
        hereof and any such other agreements or understandings are hereby deemed
        terminated and of no further force and effect.

      


      8.2.           Severability.  If
        any provision or provisions of this Agreement shall be held to be invalid,
        illegal or unenforceable for any reason whatsoever, (i) the validity,
        legality and enforceability of the remaining provisions of this Agreement
        (including, without limitation, all portions of any sections of this Agreement
        containing any such provision held to be invalid, illegal or unenforceable,
        that
        are not themselves invalid, illegal or unenforceable) shall not in any way
        be
        affected or impaired thereby, and (ii) to the fullest extent possible, the
        provisions of this Agreement (including, without limitation, all portions
        of any
        section of this Agreement containing any such provision held to be invalid,
        illegal or unenforceable that are not themselves invalid, illegal or
        unenforceable) shall be construed so as to give effect to the intent manifested
        by the provisions held invalid, illegal or unenforceable.

      


      8.3.           Modification
        and Waiver.  No supplement, modification or amendment of this
        Agreement shall be binding unless executed in writing by both of the parties
        hereto.  No waiver of or failure to require strict compliance with any
        of the provisions of this Agreement shall be deemed or shall constitute a
        waiver
        of any rights or remedies, or a waiver of any subsequent failure in the
        performance of or compliance with any terms of this Agreement.

      


      8.4.           Notices.  All
        notices required or permitted to be given hereunder shall be in writing and
        shall be deemed given (i) when delivered in person, on the first business
        day
        following delivery by a nationally recognized private overnight courier,
        or (ii)
        three business days after being deposited in the United States mail, postage
        prepaid, registered or certified mail, or (iii) upon sender’s confirmation of
        successful transmission when delivered via facsimile, so long as the facsimile
        is followed by deposit of such notice in the United States mail, in each
        instance addressed as follows:

       

      
        
          	 	
                  If
                    to Company:

                	
                  Black
                    Gaming, LLC

                
	 	 	
                  Attn.
                    Mr. Robert R. Black, Sr.

                
	 	
                   

                	
                  911
                    North Buffalo, Suite 201

                
	 	
                   

                	
                  Las
                    Vegas, Nevada  89128

                
	 	 	 
	 	
                  With
                    a copy to:

                	
                  Fisher
                    & Phillips

                
	 	 	
                  Attn.
                    Mark J. Ricciardi

                
	 	
                   

                	
                  3993
                    Howard Hughes Parkway, Suite 650

                
	 	
                   

                	
                  Las
                    Vegas, Nevada  89169

                


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	 	 	 
	 	
                  If
                    to Employee:

                	
                  Mr.
                    Jonathan Lowenhar

                
	 	 	
                  230
                    Portola Drive

                
	 	 	
                  San
                    Francisco, CA 94131

                
	 	 	 
	 	
                  With
                    a copy to:

                	
                  Brownstein
                    Hyatt Farber Schreck, P.C.

                
	 	 	
                  Attn.
                    Elayna Youchah, Esq.

                
	 	 	
                  300
                    South Fourth Street, Suite 1200

                
	 	 	
                  Las
                    Vegas, Nevada 89101

                


        

      

    

     

    
      8.5.           Successors
        and Assigns.  This Agreement shall inure to the benefit of and be
        binding upon (i) Company, its successors and assigns; and (ii) Employee,
        his
        permitted successors and assigns.

      


      8.6.           Governing
        Law; Jurisdiction; Litigation.  This Agreement has been prepared,
        executed and delivered in, and shall be interpreted under, the internal laws
        of
        the State of Nevada, without giving effect to its conflict of law
        provisions.  Each of the parties hereto irrevocably and
        unconditionally waives any objection to the laying of venue of any action,
        suit
        or proceeding arising out of this Agreement or the transactions contemplated
        hereby in (a) the courts of the State of Nevada, Clark County, or (b) the
        United States District Court for the State of Nevada, and hereby further
        irrevocably and unconditionally waives and agrees not to plead or claim in
        any
        such court that any such action, suit or proceeding brought in any such court
        has been brought in an inconvenient forum.  The parties hereto waive
        trial by jury in any action or proceeding brought in connection with this
        Agreement.

       

      8.7           Further
        Assurances.  The parties agree to execute and deliver any and all
        further agreements, instruments or documents, and to take any and all such
        further action, as may be reasonably requested or required to carry into
        effect
        the purpose and intent of this Agreement.

       

      8.8.           Attorneys’
        Fees.  In any judicial, arbitration or other proceeding between
        the parties seeking enforcement of or attempting to construe any of the terms
        and provisions of this Agreement, the prevailing party in such action shall
        be
        awarded, in addition to damages, injunctive or other relief to which it may
        be
        entitled, its reasonable costs and expenses and reasonable attorneys’
fees.

       

      8.9.           Neutral
        Interpretation.  The provisions contained herein shall not be
        construed in favor of or against any party because that party or its counsel
        drafted this Agreement, but shall be construed as if both parties prepared
        this
        Agreement, and any rules of construction to the contrary are hereby specifically
        waived.

       

      8.10.         Voluntary
        Nature of Agreement/Opportunity to Consult with Counsel.  Each of
        the parties represents that it or she has read carefully and understands
        this
        Agreement, that it or he is fully aware of the Agreement’s legal effect and that
        each party had an opportunity to consult with its or his own counsel with
        regard
        to this Agreement.  The terms of this Agreement were negotiated at
        arm’s length by the parties hereto.  The parties hereto acknowledge
        and agree that they are signing this Agreement freely, voluntarily and with
        full
        knowledge of its terms and consequences.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      8.11.          Headings.  Headings
        and captions used herein are inserted as a matter of convenience and for
        reference only and in no way define, limit, extend or describe the scope
        of this
        Agreement or any provisions contained herein.

       

                     
        8.12.        
Counterparts.  This Agreement may be executed in one or more
        counterparts, including, without limitation, facsimile counterparts, each
        of
        which will be deemed an original but both of which together will constitute
        one
        and the same instrument.


       

      IN
        WITNESS
        WHEREOF, the parties have duly executed this Agreement as of the Effective
        Date.

       

      
        
          	 	COMPANY:
	 	Black
                  Gaming, LLC,
	 	a
                  Nevada limited liability company
	 	 	 
	 	 	 
	 	
                  By:

                	
                  /s/
                    Robert R. Black, Sr.

                
	 	
                  Name:

                	
                  Robert
                    R. Black, Sr.

                
	 	
                  Its:

                	
                  President
                    and Chief Executive Officer

                
	 	 	 
	 	EMPLOYEE:
	 	 	 
	 	
                  By:

                	
                  /s/
                    Jonathan Lowenhar

                
	 	 	
                  Mr.
                    Jonathan Lowenhar

                


        

      

    

     

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