"COMPACT") AND/OR THE NATION'S OR EMPLOYER'S GAMING ORDINANCES AS
IN EFFECT ON THE DATE HEREOF, AS MAY BE NECESSARY TO ENABLE HIM TO ENGAGE IN HIS
EMPLOYMENT HEREUNDER.
5.
TERMINATION.
(A)
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE
TERMINATED BY PARENT ONLY UNDER THE FOLLOWING CIRCUMSTANCES AND SUCH TERMINATION
BY PARENT SHALL BE A TERMINATION WITH RESPECT TO PARENT AND EACH OF THE
SUBSIDIARIES, UNLESS OTHERWISE DETERMINED BY THE BOARD:
(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 MARKETING OF PARENT OR ANY OF
THE SUBSIDIARIES, OR IF ANY EVENT RENDERS IT UNLAWFUL FOR THE NATION AND/OR
EMPLOYER TO CONTINUE TO CONDUCT CASINO GAMING ON NATION TERRITORY.
FOR PURPOSES
OF THIS AGREEMENT, "NATION TERRITORY" SHALL INCLUDE CURRENT OR FUTURE NATION
TERRITORY WHERE 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 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 OTHERS AT EMPLOYER'S
EXPENSE, OR THE DELIBERATE AND INTENTIONAL REFUSAL BY EXECUTIVE (EXCEPT BY
REASON OF DISABILITY) TO PERFORM HIS DUTIES HEREUNDER, OR BY ACTS CONSTITUTING
GROSS NEGLIGENCE IN THE PERFORMANCE OF SUCH DUTIES, OR THE FAILURE TO PERFORM
ANY MATERIAL TERM OR CONDITION OF THIS AGREEMENT AFTER WRITTEN NOTICE THEREOF
FROM COMPANY AND A REASONABLE OPPORTUNITY TO CURE SUCH FAILURE (AS DETERMINED BY
COMPANY AND SPECIFIED IN THE NOTICE OF BREACH); OR
2
(IV)
EXECUTIVE SHALL DIE OR EMPLOYER SHALL FOR ANY
REASON WITHIN EMPLOYER'S OR THE NATION'S CONTROL PERMANENTLY CEASE TO CONDUCT
CASINO GAMING ON NATION TERRITORY.
(B)
IF EXECUTIVE'S EMPLOYMENT SHOULD BE
TERMINATED UNDER SECTION 5(A) ABOVE (OR ANY SUBSECTION) THEN EMPLOYER SHALL AT
THAT TIME PAY EXECUTIVE (OR HIS ESTATE, AS APPLICABLE) BASE COMPENSATION EARNED
THROUGH THE DATE EXECUTIVE IS TERMINATED, WHEREUPON EMPLOYER SHALL HAVE NO
FURTHER LIABILITY OR OBLIGATION TO EXECUTIVE UNDER THIS AGREEMENT OR OTHERWISE.
(C)
IF EXECUTIVE'S EMPLOYMENT SHOULD BE
TERMINATED BY PARENT FOR ANY REASON OTHER THAN THOSE SPECIFIED IN SECTION 5(A)
ABOVE (IT BEING UNDERSTOOD THAT A PURPORTED TERMINATION FOR CAUSE WHICH IS
CONTESTED BY EXECUTIVE AND FINALLY DETERMINED NOT TO HAVE BEEN PROPER SHALL BE
TREATED AS A TERMINATION UNDER THIS SECTION 5(C)), THEN EMPLOYER SHALL: (I) PAY
EXECUTIVE HIS BASE COMPENSATION EARNED, BUT UNPAID, THROUGH THE DATE EXECUTIVE
IS TERMINATED, (II)
CONTINUE TO PAY EXECUTIVE HIS BASE COMPENSATION IN EFFECT
AS OF THE DATE OF TERMINATION FOR A PERIOD FOLLOWING HIS TERMINATION (THE
"SEVERANCE PERIOD") EQUAL TO THE LESSER OF (A) TWELVE (12) MONTHS OR (B) THE
REMAINDER OF THE PERIOD ENDING