EXHIBIT 10.2
BLACK GAMING
LONG TERM INCENTIVE PLAN
Effective as of October 1, 2006
Black Gaming Long Term Incentive Plan
SECTION 1.
ESTABLISHMENT OF PLAN
This Black Gaming Long Term Incentive Plan is hereby established by Virgin River
Casino Corporation, a Nevada Corporation, B&BB, Inc., a Nevada Corporation, RBG,
LLC, a Nevada Limited Liability Company and CasaBlanca Resorts, LLC, a Nevada
Limited Liability Company, (collectively referred to as the "Companies") to be
effective as of October 1, 2006.
SECTION 2.
DEFINITIONS
Whenever used in this Plan, the following capitalized terms shall have the
meanings designated below:
2.1.
"AFFILIATE" SHALL MEAN ANY PERSON WHO CONTROLS, IS CONTROLLED BY
OR IS UNDER COMMON CONTROL WITH ONE OR MORE OF THE COMPANIES.
2.2.
"AWARD PERCENTAGE" SHALL MEAN THE PERCENTAGE, IF ANY, APPLICABLE
TO A PARTICIPANT, AS DESIGNATED IN EXHIBIT A. A PARTICIPANT'S AWARD PERCENTAGE,
IF ANY, MAY VARY FROM ONE FISCAL YEAR TO ANOTHER, AS DESIGNATED IN EXHIBIT A.
2.3.
"BENEFICIARY" SHALL MEAN THE PERSON(S) DESIGNATED BY A PARTICIPANT
ON FORMS PROVIDED BY THE COMMITTEE TO RECEIVE THE PAYMENT, IF ANY, DESCRIBED IN
SECTION 6.2(III). A PARTICIPANT MAY CHANGE HIS OR HER DESIGNATION ON SUCH FORMS
AT ANY TIME WITHOUT THE CONSENT OF ANY EXISTING BENEFICIARY OR ANY OTHER PERSON.
IN THE EVENT THAT A PARTICIPANT FAILS TO PROPERLY DESIGNATE A BENEFICIARY, HIS
OR HER BENEFICIARY SHALL BE HIS OR HER ESTATE.
2.4.
"BOARD" SHALL MEAN ROBERT R. BLACK, SR., GLENN TEIXEIRA, THEIR
RESPECTIVE LAWFUL SUCCESSORS AND ANY OTHER INDIVIDUALS WHO ARE ELECTED AND/OR
ADMITTED FROM TIME TO TIME BY ALL NECESSARY CORPORATE AND LIMITED LIABILITY
COMPANY ACTION, AS APPLICABLE.
2.5.
"CAUSE" SHALL HAVE THE SAME MEANING AS THE TERM IS USED IN A
PARTICIPANT'S WRITTEN EMPLOYMENT AGREEMENT WITH ONE OR MORE OF THE COMPANIES
AND/OR THEIR AFFILIATES. IF A PARTICIPANT DOES NOT HAVE SUCH A WRITTEN
EMPLOYMENT AGREEMENT, THEN "CAUSE" SHALL BE DEEMED TO EXIST IF THE PARTICIPANT:
(I) HAS BEEN FORMALLY CHARGED WITH OR CONVICTED OF ANY FELONY, INCLUDING ANY
CRIME INVOLVING FRAUD, THEFT, EMBEZZLEMENT, DISHONESTY OR MORAL TURPITUDE; (II)
HAS BEEN FOUND UNSUITABLE TO HOLD A GAMING LICENSE BY A GAMING AUTHORITY; (III)
HAS FAILED TO ABIDE BY ANY POLICIES AND/OR PROCEDURES THAT ARE REASONABLY AND
CONSISTENTLY ENFORCED BY THE COMPANIES AND/OR THEIR AFFILIATES; (IV) HAS ENGAGED
IN MISCONDUCT, FAILED TO FOLLOW A REASONABLE DIRECTIVE, INCLUDING, WITHOUT
LIMITATION, ANY REASONABLE DIRECTIVE GIVEN BY THE COMPANIES, OR ENGAGED IN
MATERIAL INATTENTION TO THE BUSINESS OF THE COMPANIES AND/OR THEIR AFFILIATES;
(V) HAS FAILED TO PERFORM THE DUTIES REQUIRED OF THE PARTICIPANT UP TO THE
STANDARDS ESTABLISHED BY THE COMPANIES AND/OR THEIR AFFILIATES; (VI) HAS ENGAGED
IN ACTS OR OMISSIONS THAT CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
RESULTING, IN EITHER CASE, IN MATERIAL ECONOMIC HARM TO THE COMPANIES AND/OR
THEIR AFFILIATES; OR (VII) HAS ENGAGED IN EXCESSIVE ABSENTEEISM.
2.6.
"CHANGE IN CONTROL" SHALL BE DEEMED TO HAVE OCCURRED IF: (I) THERE
IS A SALE OR EXCHANGE OF OUTSTANDING STOCK OF ANY CLASS, AS APPLICABLE, OR
MEMBERSHIP INTERESTS IN THE COMPANIES TO