Exhibit 10.39
CHANGE OF CONTROL
AGREEMENT
155 E Tropicana LLC, Dba Hooters
Casino Hotel (THE COMPANY) and Rick Newman (RN) hereby enter into
the following agreement regarding the employment relationship
between THE COMPANY and RN.
RN is currently employed by THE
COMPANY as Vice President Casino Operations of the Hooters Casino
Hotel at the current annual salary of $130,000, which may be
adjusted by THE COMPANY in its sole discretion. As such, RN is an
at-will employee of THE COMPANY and may be terminated at any time
for any reason by THE COMPANY. However in the event of a change of
control of THE COMPANY, as defined below, the following provisions
apply:
Change of Control
For purposes of this agreement, a
change of control occurs upon the successful sale of the majority
of the current membership interests in 155 to Nth Advisory Group,
and the current Management Board no longer has majority control of
155, as contemplated by the Revised Letter of Intent executed on
March 14 th
2007 by 155, HG Casino
Management Inc., EW Common LLC and Nth Advisory Group LLC, and any
subsequent Purchase and Sale Agreement that may be executed between
those parties. This agreement is void unless a change of control
occurs by April 30 th
, 2008.
If RN is employed by THE COMPANY at
the time of a change in control, RN will be entitled to a change of
control bonus equal to ½ of his then
