EMPLOYMENT AFTER DECEMBER 31 OF ANY YEAR, EXECUTIVE SHALL
BE ENTITLED TO RECEIVE ANY BONUS EARNED BY EXECUTIVE FOR THE PRECEDING YEAR BUT
NOT YET PAID AS OF THE TERMINATION DATE AS CALCULATED IN ACCORDANCE WITH
PARAGRAPH 3.B AND PAID AS SET FORTH IN PARAGRAPH 3.C HEREOF.
(V)
RELEASE.
EXECUTIVE SHALL FORFEIT HIS RIGHT
TO THE PAYMENTS SET FORTH IN THIS PARAGRAPH 4 UNLESS A GENERAL RELEASE OF CLAIMS
COVERING ALL LIABILITY (OTHER THAN EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT AND
ANY INDEMNIFICATION ARRANGEMENT OF THE COMPANY WITH RESPECT TO EXECUTIVE)
AGAINST THE GROUP AND ANY OF THEIR RESPECTIVE PAST OR PRESENT DIRECTORS,
OFFICERS, EMPLOYEES, SHAREHOLDERS, CONTROLLING PERSONS, OR AGENTS OF THE GROUP
IS EXECUTED AND DELIVERED TO THE COMPANY (AND IS NO LONGER SUBJECT TO
REVOCATION, IF APPLICABLE) WITHIN 60 DAYS OF EXECUTIVE'S TERMINATION OF
EMPLOYMENT.
THIS AGREEMENT WILL BE SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT A.
5.
RESTRICTIVE COVENANTS.
A.
NON-COMPETITION.
DURING THE TERM OF
EMPLOYMENT, EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY MANAGE, OPERATE,
PARTICIPATE IN, BE EMPLOYED BY, PERFORM CONSULTING SERVICES FOR, OR OTHERWISE BE
CONNECTED WITH ANY CASINO LICENSEE OR CASINO APPLICANT IN OR WITHIN A 250 MILE
RADIUS OF ANY CASINO OWNED, OPERATED, OR MANAGED BY THE COMPANY OR ANY
SUBSIDIARY OR AFFILIATE THEREOF (A "COMPETITIVE ENTERPRISE"), NOR SHALL
EXECUTIVE RECEIVE COMPENSATION FROM ANY OTHER COMPANY
7
OR BUSINESS DURING THE TERM OF EMPLOYMENT UNLESS THE ARRANGEMENT GIVING RISE TO
SUCH COMPENSATION HAS BEEN (I) DISCLOSED TO AND APPROVED BY THE BOARD IN ADVANCE
OR (II) IS OTHERWISE PERMITTED BY THE TERMS OF THIS AGREEMENT.
EXECUTIVE MAY
INVEST IN ANY COMPETITIVE ENTERPRISE, PROVIDED THAT EXECUTIVE AND HIS IMMEDIATE
FAMILY MEMBERS (AS DEFINED IN SECTION 1361(C)(B) OF THE INTERNAL REVENUE CODE)
DO NOT OWN COLLECTIVELY MORE THAN THREE PERCENT OF THE VOTING SECURITIES OF ANY
SUCH ENTITY DURING THE TERM OF EMPLOYMENT.
B.
USE AND DISCLOSURE OF PROPRIETARY
INFORMATION.
(I)
DEFINITION OF PROPRIETARY INFORMATION.
"PROPRIETARY INFORMATION" MEANS CONFIDENTIAL OR PROPRIETARY INFORMATION,
KNOWLEDGE, OR DATA CONCERNING (1) THE GROUP'S BUSINESSES, STRATEGIES,
OPERATIONS, FINANCIAL AFFAIRS, ORGANIZATIONAL MATTERS, PERSONNEL MATTERS,
BUDGETS, BUSINESS PLANS, MARKETING PLANS, STUDIES, POLICIES, PROCEDURES,
PRODUCTS, IDEAS, PROCESSES, SOFTWARE SYSTEMS, TRADE SECRETS, AND TECHNICAL
KNOW-HOW, (2) ANY OTHER MATTER RELATING TO THE GROUP, (3) ANY MATTER RELATING TO
CLIENTS OF THE GROUP OR OTHER THIRD PARTIES HAVING RELATIONSHIPS WITH THE GROUP
AND (4) ANY CONFIDENTIAL INFORMATION FROM WHICH THE GROUP DERIVES BUSINESS
ADVANTAGE OR ECONOMIC VALUE.
PROPRIETARY INFORMATION INCLUDES (1) THE NAMES,
ADDRESSES, PHONE NUMBERS, BUYING HABITS AND PREFERENCES, AND OTHER INFORMATION
CONCERNING CLIENTS AND PROSPECTIVE CLIENTS OF THE GROUP, AND (2) INFORMATION AND
MATERIALS CONCERNING THE PERSONAL AFFAIRS OF EMPLOYEES OF THE GROUP.
IN
ADDITION, PROPRIETARY INFORMATION MAY INCLUDE INFORMATION FURNISHED TO EXECUTIVE
ORALLY OR IN WRITING (WHATEVER THE FORM OR STORAGE MEDIUM) OR GATHERED BY
INSPECTION, IN EACH CASE BEFORE OR AFTER THE DATE OF THIS AGREEMENT.
PROPRIETARY INFORMATION DOES NOT INCLUDE INFORMATION THAT WAS OR BECOMES
GENERALLY AVAILABLE TO THE PUBLIC, OTHER THAN AS A RESULT OF A DISCLOSURE BY
EXECUTIVE,