TRANSMITTED, OR MEMORIZED, THAT IS, IN
THE COMPANY'S OPINION, OF COMMERCIAL VALUE TO THE COMPANY AND THAT IS CREATED,
DISCOVERED, DEVELOPED, OR OTHERWISE BECOMES KNOWN TO THE COMPANY, OR IN WHICH
PROPERTY RIGHTS ARE HOLD, ASSIGNED TO, OR OTHERWISE ACQUIRED BY OR CONVEYED TO
THE COMPANY, INCLUDING, WITHOUT LIMITATION, ANY IDEA, KNOWLEDGE, KNOW-HOW,
PROCESS, SYSTEM, METHOD, TECHNIQUE, RESEARCH AND DEVELOPMENT, TECHNOLOGY,
SOFTWARE, TECHNICAL INFORMATION, TRADE SECRET, TRADEMARK, COPYRIGHTED MATERIAL,
REPORTS, RECORDS, DOCUMENTATION, DATA, CUSTOMER OR SUPPLIER LISTS, TAX OR
FINANCIAL INFORMATION, BUSINESS OR MARKETING PLAN, STRATEGY, OR FORECAST.
CONFIDENTIAL INFORMATION DOES NOT INCLUDE INFORMATION THAT IS OR BECOMES
GENERALLY KNOWN WITHIN THE COMPANY'S INDUSTRY THROUGH NO ACT OR OMISSION BY THE
EXECUTIVE; PROVIDED, HOWEVER, THAT THE COMPILATION, MANIPULATION OR OTHER
EXPLOITATION OF GENERALLY KNOWN INFORMATION MAY CONSTITUTE CONFIDENTIAL
INFORMATION.
(F)
"DISABILITY" SHALL MEAN THE EXECUTIVE'S
INABILITY, FOR A PERIOD OF SIX (6) CONSECUTIVE MONTHS, TO RENDER SUBSTANTIALLY
THE SERVICES PROVIDED FOR IN SECTION 3 BY REASON OF MENTAL OR PHYSICAL
DISABILITY, WHETHER RESULTING FROM ILLNESS, ACCIDENT OR OTHERWISE, WHERE THE
EXISTENCE OF DISABILITY SHALL BE DETERMINED IN THE SOLE AND ABSOLUTE DISCRETION
OF THE COMPANY.
(G)
"TERM OF EMPLOYMENT" SHALL MEAN THE PERIOD
SPECIFIED IN SECTION 2.
2.
Term of Employment
(A)
THE COMPANY HEREBY EMPLOYS THE EXECUTIVE
AND THE EXECUTIVE HEREBY ACCEPTS EMPLOYMENT WITH THE COMPANY, IN THE POSITION
AND WITH THE DUTIES AND RESPONSIBILITIES AS SET FORTH IN SECTION 3 FOR THE TERM
OF EMPLOYMENT, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
(B)
THE TERM OF EMPLOYMENT SHALL COMMENCE AS OF
THE EFFECTIVE DATE AND SHALL, UNLESS SOONER TERMINATED AS PROVIDED IN SECTION 7,
TERMINATE AT 11:59 P.M. (PACIFIC STANDARD TIME) ON THE EARLIER OF
(I) DECEMBER 31, 2010 AND (II) THE SUBSTANTIAL CONSUMMATION DATE (AS DEFINED IN
THE COMPANY'S FIRST AMENDED JOINT PLAN OF REORGANIZATION FILED JULY 22, 2009, AS
CONFIRMED BY THE AMENDED ORDER CONFIRMING DEBTORS' FIRST AMENDED PLAN OF
REORGANIZATION ISSUED JANUARY 22, 2010 (THE "PLAN")).
3.
Position, Duties and Authorities
(A)
DURING THE TERM OF EMPLOYMENT, THE
EXECUTIVE SHALL BE EMPLOYED AS CHIEF OPERATING OFFICER/GAMING AND SHALL SERVE AS
A MEMBER OF THE OFFICE OF THE CEO WITH THE DUTIES, RESPONSIBILITIES AND
AUTHORITIES CUSTOMARILY ASSOCIATED WITH SUCH POSITION FOR OTHER BUSINESSES OF
2
THE SAME SIZE AND IN THE SAME INDUSTRY, TOGETHER WITH ANY OTHER DUTIES OF A
SENIOR EXECUTIVE NATURE AS MAY BE REASONABLY REQUESTED BY THE BOARD FROM TIME TO
TIME, WHICH MAY INCLUDE DUTIES FOR ONE OR MORE SUBSIDIARIES OR AFFILIATES OF THE
COMPANY.
IN PERFORMING THE EXECUTIVE'S DUTIES UNDER THIS AGREEMENT, THE
EXECUTIVE SHALL PERFORM SUCH DUTIES SUBJECT TO SUPERVISION AND IN ACCORDANCE
WITH THE POLICIES AND DIRECTIVES ESTABLISHED BY THE BOARD.
(B)
THE EXECUTIVE IS PERMITTED TO ENGAGE IN
CHARITABLE, COMMUNITY AND BUSINESS AFFAIRS, MANAGING PERSONAL INVESTMENTS AND
SERVING AS A MEMBER OF BOARDS OF DIRECTORS OF INDUSTRY ASSOCIATIONS OR
NON-PROFIT OR FOR PROFIT ORGANIZATIONS AND COMPANIES SO LONG AS SUCH ACTIVITIES
DO NOT MATERIALLY INTERFERE, IN THE OPINION AND REASONABLE DISCRETION OF THE
BOARD, WITH