OF THE TERM, TO BE PAID IN ACCORDANCE
WITH THE PAYMENT PROVISIONS SET FORTH IN SECTION 3(B) HEREOF AND THE OPTIONS
REFERRED TO IN SECTION 3(A) SHALL BE FULLY VESTED AND EXERCISABLE.
[B]
FOR
PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN (I) KIRSCHBAUM'S WILLFUL AND
CONTINUAL FAILURE TO SUBSTANTIALLY PERFORM HIS DUTIES WITH THE COMPANY (OTHER
THAN A FAILURE RESULTING FROM KIRSCHBAUM BECOMING DISABLED) AND SUCH FAILURE
CONTINUES FOR A PERIOD OF THIRTY (30) DAYS AFTER KIRSCHBAUM'S RECEIPT OF WRITTEN
NOTICE FROM THE COMPANY PROVIDING A REASONABLE DESCRIPTION OF THE BASIS FOR THE
DETERMINATION THAT KIRSCHBAUM HAS FAILED TO PERFORM HIS DUTIES; (II)
KIRSCHBAUM'S CONVICTION OF A FELONY OTHER THAN A CONVICTION NOT DISCLOSABLE
UNDER THE FEDERAL SECURITIES LAWS; (III) KIRSCHBAUM'S BREACH OF THIS AGREEMENT
IN ANY MATERIAL RESPECT AND SUCH BREACH IS NOT SUSCEPTIBLE TO REMEDY OR CURE OR
HAS ALREADY MATERIALLY DAMAGED THE COMPANY, OR SUCH BREACH IS SUSCEPTIBLE TO
REMEDY OR CURE AND NO SUCH DAMAGE HAS OCCURRED AND SUCH BREACH IS NOT CURED OR
REMEDIED REASONABLY PROMPTLY AFTER KIRSCHBAUM'S RECEIPT OF WRITTEN NOTICE FROM
THE COMPANY PROVIDING A REASONABLE DESCRIPTION OF THE BREACH; (IV) KIRSCHBAUM'S
FAILURE TO QUALIFY (OR HAVING SO QUALIFIED BEING THEREAFTER DISQUALIFIED) UNDER
A SUITABILITY OR LICENSING REQUIREMENT OF ANY JURISDICTION OR REGULATORY
AUTHORITY THAT IS MATERIAL TO THE COMPANY AND TO WHICH KIRSCHBAUM MAY BE SUBJECT
BY REASON OF HIS POSITION WITH THE COMPANY AND ITS AFFILIATES OR SUBSIDIARIES;
(V) THE COMPANY'S HAVING OBTAINED FROM ANY SOURCE INFORMATION WITH RESPECT TO
KIRSCHBAUM OR THIS AGREEMENT THAT COULD REASONABLY BE EXPECTED, IN THE
REASONABLE WRITTEN OPINION OF BOTH THE COMPANY AND ITS OUTSIDE COUNSEL, TO
JEOPARDIZE THE GAMING LICENSES, PERMITS, OR STATUS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES WITH ANY GAMING COMMISSION, BOARD, OR SIMILAR
REGULATORY OR LAW ENFORCEMENT AUTHORITY; OR (VI) CONDUCT TO THE MATERIAL
DETRIMENT OF THE COMPANY THAT IS DISHONEST, FRAUDULENT, UNLAWFUL OR GROSSLY
NEGLIGENT OR WHICH IS NOT IN COMPLIANCE WITH THE COMPANY'S CODE OF CONDUCT OR
SIMILAR APPLICABLE SET OF STANDARDS OR CONDUCT AND BUSINESS PRACTICES SET FORTH
IN WRITING AND PROVIDED TO KIRSCHBAUM PRIOR TO SUCH CONDUCT AND WHICH HAS A
MATERIAL DETRIMENT TO THE COMPANY AND IS NOT SUSCEPTIBLE TO REMEDY OR CURE BY
KIRSCHBAUM.
(C)
BY DEATH OR DISABILITY.
IF KIRSCHBAUM DIES BEFORE THE EXPIRATION
OF THE TERM, THIS AGREEMENT SHALL TERMINATE ON THE DATE OF HIS DEATH.
IF
KIRSCHBAUM BECOMES DISABLED OR INCAPACITATED ("DISABLED") FOR ANY PERIOD OF SIX
(6) OR MORE CONSECUTIVE MONTHS OR FOR A NON-
CONTINUOUS PERIOD AGGREGATING TO TWENTY-SIX WEEKS IN ANY TWELVE MONTH PERIOD AS
A RESULT OF ILLNESS OR INCAPACITY BEFORE THE EXPIRATION OF THE TERM, THE BOARD
SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO
KIRSCHBAUM.
IN THE EVENT KIRSCHBAUM DIES OR BECOMES DISABLED, AND THE BOARD
TERMINATES THE AGREEMENT, THE COMPANY SHALL HAVE NO FURTHER OBLIGATIONS TO
KIRSCHBAUM OR HIS HEIRS OR ESTATE UNDER THIS AGREEMENT.
3.
COMPENSATION.
(A)
CASH AND OPTIONS.
AS COMPENSATION FOR HIS SERVICES