HUNDRED AND EIGHTY (180) DAYS.
4.
LICENSING ISSUES.
EXECUTIVE REPRESENTS
AND WARRANTS TO EMPLOYER THAT SHE SHALL MAINTAIN IN GOOD STANDING SUCH LICENSES
AS MAY BE REQUIRED PURSUANT TO THE NATION-STATE GAMING COMPACT BETWEEN THE
NATION AND THE STATE OF NEW YORK (THE "COMPACT") AND/OR THE NATION'S OR
EMPLOYER'S GAMING ORDINANCES AS IN EFFECT ON THE DATE HEREOF, AS MAY BE
NECESSARY TO ENABLE EXECUTIVE TO ENGAGE IN HER 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 CHIEF OPERATING OFFICER 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 HER DUTIES HEREUNDER, OR BY ACTS CONSTITUTING
GROSS NEGLIGENCE IN THE PERFORMANCE OF SUCH DUTIES, OR THE FAILURE TO PERFORM
ANY MATERIAL
2
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 AND OTHER THAN BY REASON OF DISABILITY); OR
(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 HER 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 HER BASE COMPENSATION EARNED, BUT UNPAID,