WILLFUL AND CONTINUAL FAILURE TO SUBSTANTIALLY PERFORM ITS OR HIS
DUTIES WITH THE COMPANY (OTHER THAN A FAILURE RESULTING FROM KIRSCHBAUM'S
BECOMING DISABLED) AND SUCH FAILURE CONTINUES FOR A PERIOD OF THIRTY (30) DAYS
AFTER ITS RECEIPT OF WRITTEN NOTICE FROM THE COMPANY PROVIDING A REASONABLE
DESCRIPTION OF THE BASIS FOR THE DETERMINATION THAT KIRKLAND HAS FAILED TO
PERFORM ITS DUTIES; (II) KIRKLAND'S OR KIRSCHBAUM'S CONVICTION OF A FELONY OTHER
THAN A CONVICTION NOT DISCLOSABLE UNDER THE FEDERAL SECURITIES LAWS; (III)
KIRKLAND'S OR KIRSCHBAUM'S BREACH OF THIS AGREEMENT IN ANY MATERIAL RESPECT AND
SUCH BREACH IS NOT SUSCEPTIBLE TO REMEDY OR CURE OR HAS ALREADY MATERIALLY
DAMAGED THE COMPANY, OR SUCH BREACH IS SUSCEPTIBLE TO REMEDY OR CURE AND NO SUCH
DAMAGE HAS OCCURRED AND SUCH BREACH IS NOT CURED OR REMEDIED REASONABLY PROMPTLY
AFTER KIRKLAND'S OR KIRSCHBAUM'S RECEIPT OF WRITTEN NOTICE FROM THE COMPANY
PROVIDING A REASONABLE DESCRIPTION OF THE BREACH; (IV) KIRKLAND'S OR
KIRSCHBAUM'S FAILURE TO QUALIFY (OR HAVING SO QUALIFIED BEING THEREAFTER
DISQUALIFIED) UNDER A SUITABILITY OR LICENSING REQUIREMENT OF ANY JURISDICTION
OR REGULATORY AUTHORITY THAT IS MATERIAL TO THE COMPANY AND TO WHICH KIRKLAND OR
KIRSCHBAUM MAY BE SUBJECT BY REASON OF ITS OR HIS POSITION WITH THE COMPANY AND
ITS AFFILIATES OR SUBSIDIARIES; (V) THE COMPANY'S HAVING OBTAINED FROM ANY
SOURCE INFORMATION WITH RESPECT TO KIRKLAND OR KIRSCHBAUM OR THIS AGREEMENT THAT
COULD REASONABLY BE EXPECTED, IN THE REASONABLE WRITTEN OPINION OF BOTH THE
COMPANY AND ITS OUTSIDE COUNSEL, TO JEOPARDIZE THE GAMING LICENSES, PERMITS, OR
STATUS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES WITH ANY GAMING
COMMISSION, BOARD, OR SIMILAR REGULATORY OR LAW ENFORCEMENT AUTHORITY; OR (VI)
CONDUCT TO THE MATERIAL DETRIMENT OF THE COMPANY THAT IS DISHONEST, FRAUDULENT,
UNLAWFUL OR GROSSLY NEGLIGENT OR WHICH IS NOT IN COMPLIANCE WITH THE COMPANY'S
CODE OF CONDUCT OR SIMILAR APPLICABLE SET OF STANDARDS OR CONDUCT AND BUSINESS
PRACTICES SET FORTH IN WRITING AND PROVIDED TO KIRKLAND OR KIRSCHBAUM PRIOR TO
SUCH CONDUCT AND WHICH HAS A MATERIAL DETRIMENT TO THE COMPANY AND IS NOT
SUSCEPTIBLE TO REMEDY OR CURE BY KIRKLAND OR KIRSCHBAUM, AS THE CASE MAY BE.
(C)
BY DEATH OR DISABILITY.
IF KIRSCHBAUM DIES BEFORE THE EXPIRATION
OF THE TERM, THIS AGREEMENT SHALL TERMINATE ON THE DATE OF HIS DEATH.
IF
KIRSCHBAUM BECOMES DISABLED OR INCAPACITATED ("DISABLED") FOR ANY PERIOD OF SIX
(6) OR MORE CONSECUTIVE MONTHS OR FOR A NON-CONTINUOUS PERIOD AGGREGATING TO 26
WEEKS IN ANY TWELVE MONTH PERIOD AS A RESULT OF ILLNESS OR INCAPACITY BEFORE THE
EXPIRATION OF THE TERM, THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT UPON WRITTEN NOTICE TO KIRSCHBAUM.
IN THE EVENT KIRSCHBAUM DIES OR
BECOMES DISABLED, AND THE COMPANY TERMINATES THE AGREEMENT, THE COMPANY SHALL
HAVE NO FURTHER OBLIGATIONS TO KIRKLAND OR KIRSCHBAUM OR ITS OR HIS HEIRS,
ESTATE, SUCCESSORS OR ASSIGNS UNDER THIS AGREEMENT.
3
(D)
IN THE EVENT THAT THIS AGREEMENT IS TERMINATED AND KIRSCHBAUM
REMAINS ON THE BOARD, HE SHALL BE ENTITLED TO SECURE COMPENSATION ON