Exhibit 10.38
CHANGE OF CONTROL
AGREEMENT
155 E Tropicana LLC, Dba Hooters
Casino Hotel (THE COMPANY) and Kim Tyler (KT) hereby amend the
previous agreement dated October 27 th , 2004
regarding the employment relationship between THE COMPANY and
KT.
KT is currently employed by THE
COMPANY as Senior Vice President Food and Beverage Operations of
the Hooters Casino Hotel at the current annual salary of $162,750,
which may be adjusted by THE COMPANY in its sole discretion. As
such, KT is an at-will employee of THE COMPANY and may be
terminated at any time for any reason by THE COMPANY, subject only
to the terms in the October 27 th , 2004
agreement. 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.
As of the date of a change of
control, this agreement supersedes the previous agreement dated
October 27 th
, 2004, which will be rendered null
and void.
