SEPTEMBER 30, 2007; SEVEN HUNDRED TWENTY FIVE THOUSAND DOLLARS ($725,000)
FOR EMPLOYER'S FISCAL YEAR ENDING SEPTEMBER 30, 2008 WITH RESPECT TO HIS SERVICE
FOR ALL OF THE EMPLOYERS, WITH A SALARY REVIEW BY THE BOARD EACH FISCAL YEAR
THEREAFTER AT WHICH TIME THE BOARD SHALL DETERMINE WHETHER, IN ITS SOLE
DISCRETION, EXECUTIVE'S BASE COMPENSATION SHALL BE INCREASED.
SAID SALARY SHALL
BE PAYABLE PERIODICALLY IN ACCORDANCE WITH THE EMPLOYER'S REGULAR PAYROLL
PRACTICE.
(C)
EXECUTIVE SHALL BE PROVIDED WITH COVERAGE UNDER THE EMPLOYER'S
EMPLOYEE BENEFIT INSURANCE PROGRAMS AND RETIREMENT PROGRAMS, IF ANY, AT LEAST
EQUAL TO THE COVERAGE PROVIDED TO OTHER SENIOR EXECUTIVE OFFICERS OF THE
EMPLOYER.
(D)
THE PARENT SHALL PAY (OR REIMBURSE EXECUTIVE IF PAID BY EXECUTIVE)
FOR (I) EXECUTIVE'S ATTORNEY REGISTRATION DUES, (II) THE ANNUAL DUES FOR
MEMBERSHIP IN ATTORNEY BAR ASSOCIATIONS, AND (III) THE REASONABLE COSTS AND
EXPENSES RELATED TO FULFILLING EXECUTIVE'S CONTINUING LEGAL EDUCATION
REQUIREMENTS.
(E)
EXECUTIVE SHALL ALSO BE ELIGIBLE TO RECEIVE PERFORMANCE OR
INCENTIVE COMPENSATION, WHICH IS APPROVED BY THE BOARD IN ITS SOLE DISCRETION.
SAID ADDITIONAL PERFORMANCE OR INCENTIVE COMPENSATION, IF ANY, SHALL BE IN
ADDITION TO AND SHALL NOT LESSEN OR REDUCE THE BASE COMPENSATION.
4.
LICENSING ISSUES.
EXECUTIVE REPRESENTS TO THE EMPLOYER THAT HE
SHALL USE HIS REASONABLE BEST EFFORTS TO OBTAIN SUCH LICENSES AS MAY BE REQUIRED
PURSUANT TO THE NATION-STATE GAMING COMPACT BETWEEN THE SENECA NATION OF INDIANS
AND THE STATE OF NEW YORK (THE "COMPACT") AND/OR THE NATION'S OR THE EMPLOYER'S
GAMING ORDINANCES AS IN EFFECT ON THE DATE HEREOF, AS MAY BE NECESSARY TO ENABLE
HIM TO ENGAGE IN HIS EMPLOYMENT HEREUNDER.
ONCE EXECUTIVE OBTAINS SUCH
NECESSARY LICENSES HE SHALL MAINTAIN SUCH LICENSES IN GOOD STANDING AS A
PRE-CONDITION OF HIS EMPLOYMENT BY THE EMPLOYER.
5.
TERMINATION.
(A)
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED BY THE PARENT
ONLY UNDER THE FOLLOWING CIRCUMSTANCES AND SUCH TERMINATION BY THE PARENT SHALL
BE A TERMINATION WITH RESPECT TO EACH EMPLOYER, UNLESS OTHERWISE DETERMINED BY
THE BOARD:
2
(I)
UPON REVOCATION OR DISAPPROVAL OF THE LICENSE REQUIRED PURSUANT
TO THE COMPACT, OR UPON DISAPPROVAL BY THE NATIONAL INDIAN GAMING COMMISSION OF
THE ISSUANCE OF ANY LICENSE BY THE NATION PURSUANT TO ITS OWN GAMING ORDINANCES,
IF EITHER SUCH ACTION RENDERS IT UNLAWFUL FOR EXECUTIVE TO PERFORM AS SENIOR
VICE PRESIDENT OF CORPORATE DEVELOPMENT AND DEPUTY GENERAL COUNSEL OF EACH
EMPLOYER, OR IF ANY EVENT RENDERS IT UNLAWFUL FOR THE NATION AND/OR THE EMPLOYER
TO CONTINUE TO CONDUCT CASINO GAMING ON NATION TERRITORY.
FOR PURPOSES OF THIS
AGREEMENT, "NATION TERRITORY" SHALL INCLUDE CURRENT OR FUTURE NATION RESERVATION
TERRITORY WHERE THE EMPLOYER CONDUCTS OR WILL CONDUCT ITS GAMING OPERATIONS AS
OF THE DATE EXECUTIVE'S EMPLOYMENT IS TERMINATED.
(II)
UPON REVOCATION OR DISAPPROVAL OF SUCH LICENSES FOR EXECUTIVE AS
ARE REQUIRED PURSUANT TO THE COMPACT AND/OR BY THE NATION'S OR THE EMPLOYER'S
GAMING ORDINANCES;
(III)
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