Exhibit 10.10
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is dated October 15, 2008, and is
between Edson R. Arneault ("Consultant"), Taxpayer Identification Number
###-##-####, whose address is 423 S. Atlantic Ave., Dune Point, New Smyrna,
Florida 32169, and MTR Gaming Group, Inc. ("MTR").
NOW THEREFORE, in consideration for the promises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
CONSULTING RELATIONSHIP.
MTR HEREBY RETAINS CONSULTANT TO
PERFORM SERVICES, AND CONSULTANT HEREBY AGREES TO PERFORM SERVICES UPON THE
TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND AS SPECIFIED IN SCHEDULE A,
WHICH IS ATTACHED HERETO AND IS A PART OF THIS AGREEMENT.
2.
TERM.
THIS AGREEMENT SHALL BE EFFECTIVE UPON THE LATER OF
(I) NOVEMBER 1, 2008, OR (II) THE DATE UPON WHICH CONSULTANT RESIGNS FROM MTR'S
BOARD OF DIRECTORS, AND SHALL CONTINUE FOR THIRTY (30) MONTHS ("TERM").
HOWEVER, MTR MAY TERMINATE THIS AGREEMENT EARLIER, EFFECTIVE UPON NOTICE TO
CONSULTANT, IF CONSULTANT BREACHES ANY MATERIAL TERM OF THIS AGREEMENT AS
DETERMINED BY MTR'S BOARD OF DIRECTORS.
UPON SUCH NOTICE CONSULTANT SHALL HAVE
30 DAYS WRITTEN NOTICE TO CURE ANY MATERIAL BREACH. IN THE EVENT OF SUCH
TERMINATION OF THIS AGREEMENT, AS OF THE EFFECTIVE DATE, MTR SHALL HAVE NO
FURTHER OBLIGATION TO PAY CONSULTANT ANY COMPENSATION UNDER THIS AGREEMENT.
ALTERNATIVELY, IN THE EVENT MTR CHOOSES TO TERMINATE THIS AGREEMENT EARLIER FOR
ANY OTHER REASON, MTR, AT ITS SOLE DISCRETION, MAY ACCELERATE THE TERMINATION
DATE AND, IN SUCH
EVENT, SHALL PROVIDE PAYMENT TO CONSULTANT AS SET FORTH HEREIN FOR THE REMAINDER
OF THE TERM.
3.
RENEWAL.
THIS AGREEMENT MAY BE RENEWED FOR A PERIOD OF TIME THAT
IS MUTUALLY AGREEABLE TO EACH PARTY.
4.
COMPENSATION.
A.
IN CONSIDERATION FOR THE SERVICES TO BE PROVIDED TO MTR BY
CONSULTANT UNDER THIS AGREEMENT, MTR AGREES TO PAY CONSULTANT A CONSULTING FEE
AS SPECIFIED IN SCHEDULE A.
B.
CONSULTANT HAS FURNISHED MTR WITH HIS TAXPAYER IDENTIFICATION
NUMBER FOR PURPOSES OF FILING FORM 1099.
CONSULTANT IS RESPONSIBLE FOR PAYMENT
OF ANY SELF-EMPLOYMENT, INCOME OR OTHER FEDERAL, STATE OR LOCAL TAXES OR CHARGES
ARISING FROM THIS AGREEMENT.
C.
CONSULTANT WILL BE REIMBURSED FOR REASONABLE EXPENSES INCURRED IN
CONNECTION WITH RENDERING SERVICES UNDER THIS AGREEMENT AS PROVIDED FOR IN
SCHEDULE A.
D.
CONSULTANT SHALL NOT BE ENTITLED TO ANY OTHER COMPENSATION,
PAYMENT OR BENEFIT OF ANY TYPE FROM MTR OTHER THAN AS SPECIFICALLY PROVIDED IN
THIS AGREEMENT OR OTHER THAN THOSE BENEFITS WHICH HAVE VESTED PURSUANT TO ANY
PRIOR EMPLOYMENT AGREEMENT BETWEEN MTR AND CONSULTANT.
5.
CONSULTANT SERVICES.
A.
CONSULTANT SHALL PROVIDE THE SERVICES SPECIFIED IN SCHEDULE A.
B.
CONSULTANT AGREES TO DEVOTE HIS BEST EFFORTS, ENERGIES AND SKILLS
TO THE DISCHARGE OF THE DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT AND TO
PERFORM SUCH SERVICES WITHIN THE TIME PERIODS REQUIRED.
DURING THE TERM OF THIS
AGREEMENT, CONSULTANT
2
SHALL DEVOTE AS MUCH OF HIS PRODUCTIVE TIME, ENERGY AND ABILITIES TO THE
PERFORMANCE OF HIS DUTIES HEREUNDER AS IS NECESSARY TO PERFORM THE