AFTER DELIVERY OF A
TERMINATION NOTICE TO EXECUTIVE WITH RESPECT TO SUCH EVENT;
(8)
EXECUTIVE'S WILLFUL AND MATERIAL VIOLATION
OF ANY OF THE COMPANY'S CODE OF CONDUCT OR EMPLOYMENT POLICIES THAT IS NOT
CORRECTED WITHIN 10 DAYS AFTER DELIVERY OF A TERMINATION NOTICE TO EXECUTIVE
WITH RESPECT TO SUCH VIOLATION;
(9)
EXECUTIVE'S MATERIAL VIOLATION OF ANY
FEDERAL, STATE, OR LOCAL LAWS THAT COULD RESULT IN A DIRECT OR INDIRECT
FINANCIAL LOSS TO THE COMPANY OR ANY OTHER MEMBER OF THE GROUP OR DAMAGE THE
REPUTATION OF THE COMPANY OR ANY OTHER MEMBER OF THE GROUP;
(10)
ANY APPROVAL (AS DEFINED HEREIN) THAT EXECUTIVE
IS REQUIRED TO HOLD TO PERFORM ANY OF HIS DUTIES OR RESPONSIBILITIES FOR THE
COMPANY OR ITS SUBSIDIARIES IS TERMINATED AND/OR SUSPENDED BY ANY GAMING
AUTHORITY (AS DEFINED HEREIN); OR
(11)
EXECUTIVE SHALL OTHERWISE HAVE FAILED TO COMPLY
IN ANY MATERIAL RESPECT WITH PARAGRAPH 16 HEREOF.
FOR THE DEFINITION OF "CAUSE," NO ACT OR OMISSION BY THE EXECUTIVE WILL BE
"WILLFUL" UNLESS IT IS MADE BY HIM IN BAD FAITH OR WITHOUT A REASONABLE BELIEF
THAT HIS ACT OR OMISSION WAS IN THE BEST INTERESTS OF THE COMPANY OR THE GROUP.
ANY ACT, OR FAILURE TO ACT, BASED UPON THE ADVICE OF COUNSEL TO THE COMPANY OR
ANY MEMBER OF THE GROUP SHALL BE PRESUMED TO BE DONE, OR OMITTED TO BE DONE, BY
THE EXECUTIVE IN GOOD FAITH AND IN THE BEST INTERESTS OF THE COMPANY AND THE
GROUP.
(III)
TERMINATION BY THE COMPANY WITHOUT CAUSE.
UPON AT LEAST 15 DAYS' PRIOR WRITTEN NOTICE TO EXECUTIVE, THE COMPANY MAY
TERMINATE EXECUTIVE'S
4
EMPLOYMENT UNDER THIS AGREEMENT FOR ANY REASON OTHER THAN (1) CAUSE OR (2) DUE
TO EXECUTIVE'S DEATH OR DISABILITY, IN WHICH CASE THE COMPANY IS OBLIGATED TO
PAY EXECUTIVE IN ACCORDANCE WITH PARAGRAPH 4.B HEREOF.
(IV)
DEATH OR DISABILITY.
EXECUTIVE'S EMPLOYMENT
BY THE COMPANY WILL IMMEDIATELY TERMINATE UPON EXECUTIVE'S DEATH AND AT THE
OPTION OF EITHER EXECUTIVE OR THE COMPANY, EXERCISABLE UPON WRITTEN NOTICE TO
THE OTHER PARTY, MAY TERMINATE UPON THE EXECUTIVE'S DISABILITY.
FOR PURPOSES OF
THIS AGREEMENT, "DISABILITY" WILL OCCUR IF (1) EXECUTIVE BECOMES ELIGIBLE FOR
BENEFITS UNDER A LONG-TERM DISABILITY POLICY PROVIDED BY THE COMPANY, IF ANY, OR
(2) EXECUTIVE HAS BECOME UNABLE, DUE TO PHYSICAL OR MENTAL ILLNESS OR
INCAPACITY, TO SUBSTANTIALLY PERFORM THE ESSENTIAL DUTIES OF HIS EMPLOYMENT WITH
REASONABLE ACCOMMODATION FOR A PERIOD OF 90 DAYS OR AN AGGREGATE OF 180 DAYS
DURING ANY CONSECUTIVE 12 MONTH PERIOD, AS DETERMINED BY AN INDEPENDENT
PHYSICIAN APPROVED BY THE COMPANY AND EXECUTIVE.
(V)
TERMINATION BY EXECUTIVE FOR GOOD REASON.
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT FOR GOOD REASON WITHIN 90 DAYS OF THE
OCCURRENCE OF AN EVENT CONSTITUTING GOOD REASON.
"GOOD REASON" SHALL MEAN THE
OCCURRENCE, DURING THE TERM OF EMPLOYMENT, OF ANY OF THE FOLLOWING ACTIONS OR
FAILURES TO ACT, BUT IN EACH CASE ONLY IF IT IS NOT CONSENTED TO BY EXECUTIVE IN
WRITING:
(1) A MATERIAL ADVERSE CHANGE IN EXECUTIVE'S DUTIES, REPORTING
RESPONSIBILITIES, TITLES, OR ELECTED OR