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 SUCH
LICENSES FOR EXECUTIVE AS ARE REQUIRED PURSUANT TO THE COMPACT AND/OR BY THE
NATION'S OR EMPLOYER'S GAMING ORDINANCES, PROVIDED, THAT, IN THE EVENT EXECUTIVE
APPEALS THE GROUNDS FOR SUCH REVOCATION, DISAPPROVAL OR SUSPENSION, EMPLOYER
SHALL SUSPEND EXECUTIVE WITHOUT COMPENSATION DURING THE PENDENCY OF SUCH APPEAL,
WITH REINSTATEMENT OF EXECUTIVE AND REIMBURSEMENT OF SUCH COMPENSATION BY
EMPLOYER IN THE EVENT SUCH APPEAL IS SUCCESSFUL.
THE FOREGOING SHALL NOT ACT AS
A LIMITATION ON THE RIGHTS AND/OR OBLIGATIONS OF THE PARTIES OTHERWISE INCLUDED
IN THIS AGREEMENT;
(II)
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
(III)
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.
FOR PURPOSES OF THIS
2
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.
(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