OR DIRECTOR OF ANY
AFFILIATES OF PARENT FOR WHICH EXECUTIVE SERVES IN SUCH CAPACITIES AS MAY BE
SPECIFIED FROM TIME TO TIME, IN EACH CASE, FROM AND AFTER THE DATE OF THIS
AGREEMENT IN SUCH FORM AND AMOUNT SUBSTANTIALLY EQUAL TO THAT PRESENTLY
MAINTAINED BY PARENT FOR OR COVERING EXECUTIVE OFFICERS OF THE COMPANY OR IN
SUCH OTHER FORM AND AMOUNT AS PARENT MAY, FROM TIME TO TIME, DETERMINE ARE
REASONABLE AND APPROPRIATE.
IT IS EXPRESSLY AGREED THAT THIS OBLIGATION TO
PROVIDE INSURANCE IS NOT INTENDED TO REQUIRE INSURANCE FOR, OR INTENDED TO
COVER, PRIOR ACTS AT MDI WHICH ARE THE SUBJECT OF A SEPARATE OBLIGATION UNDER
THE TERMS OF THE MERGER AGREEMENT.
6.
TERMINATION OF EMPLOYMENT BY COMPANY
FOR CAUSE.
(A)
THE COMPANY MAY TERMINATE EXECUTIVE'S
EMPLOYMENT AT ANY TIME FOR "CAUSE" (AS DEFINED BELOW), BUT ONLY AFTER A WRITTEN
NOTICE IN FORM AND SUBSTANCE, AS APPROVED BY THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY OR THE CHIEF EXECUTIVE OFFICER OF PARENT, AND MATERIALLY COMPLYING WITH
SECTION 6(B) BELOW (A "TERMINATION NOTICE") SHALL BE DELIVERED TO EXECUTIVE AND
ANY APPLICABLE CURE PERIOD PRESCRIBED BELOW HAS PASSED.
(B)
THE TERMINATION NOTICE SHALL (I) SET FORTH
IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF EXECUTIVE'S EMPLOYMENT (THE
7
"STATEMENT OF CAUSE"); AND (II) IF APPLICABLE, STATING THAT EXECUTIVE HAS RIGHT
TO CURE AND ANY TIME PERIOD BY WHICH SUCH CURE MUST OCCUR.
(C)
FOR PURPOSES OF THIS AGREEMENT:
(I)
"CAUSE" SHALL MEAN: (A) PLEA OF GUILTY
OR NOLO CONTENDERE OR CONVICTION OF EXECUTIVE OF A FELONY OR PLEA OF GUILTY OR
NOLO CONTENDERE OR CONVICTION OF EXECUTIVE OF ANY OTHER CRIME INVOLVING MORAL
TURPITUDE (EXCLUDING FOR THE AVOIDANCE OF DOUBT, MINOR TRAFFIC OFFENSES);
(B) THE COMMISSION OF AN ACT OR ACTS OF DISHONESTY ON THE PART OF EXECUTIVE WHEN
SUCH ACTS ARE INTENDED TO RESULT, DIRECTLY OR INDIRECTLY, IN SUBSTANTIAL
WRONGFUL GAIN OR SUBSTANTIAL WRONGFUL PERSONAL ENRICHMENT OF EXECUTIVE AT THE
EXPENSE OF THE COMPANY OR ANY OF ITS AFFILIATES; (C) THE ENGAGING BY EXECUTIVE
IN MISCONDUCT MATERIALLY INJURIOUS TO THE COMPANY OR ANY OF ITS AFFILIATES WITH
RESPECT TO WHICH (1) EXECUTIVE KNEW OR REASONABLY SHOULD HAVE KNOWN THAT SUCH
CONDUCT LIKELY WOULD RESULT IN MORE THAN DE MINIMIS FINANCIAL INJURY TO THE
COMPANY OR ANY OF ITS AFFILIATES, AND (2) SUCH CONDUCT ACTUALLY RESULTS IN MORE
THAN DE MINIMIS INJURY TO THE COMPANY OR ANY OF ITS AFFILIATES; (D) THE ENGAGING
BY EXECUTIVE IN WRONGFUL CONDUCT WHICH IS REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT ON AN APPLICATION OR EXISTING LICENSE ISSUED BY ANY GOVERNMENTAL
ENTITY OR ON THE LIKELIHOOD THAT ANY GOVERNMENTAL ENTITY WILL ISSUE A GAMING
APPROVAL TO THE PARENT OR ANY OF ITS AFFILIATES, WHERE SUCH CONDUCT CANNOT BE
HALTED OR CURED IN A MANNER WHICH WILL PREVENT SUCH MATERIAL ADVERSE EFFECT;
(E) EXECUTIVE IS EXPRESSLY PRECLUDED FROM HAVING ANY CONTINUING INTEREST IN OR
RELATIONSHIP WITH THE ONE OR MORE OF THE COMPANY OR ANY OF ITS