Exhibit 99.1
CONSULTING
AGREEMENT
_________________________________
THIS CONSULTING AGREEMENT (this "Agreement") is
made and entered into this 1st day of September, 2009, by and
between Empire Resorts, Inc. ("Empire") and G. Michael Brown &
Associates, PC (G. Michael Brown and such representatives as are
provided by G. Michael Brown & Associates, PC, collectively,
the "Consultant").
W I T N E S S E T H:
WHEREAS, the Consultant has specialized and
unique skills, knowledge and contacts with respect to the gaming
industry and real estate development; and
WHEREAS, Empire desires to retain the Consultant
as a consultant in order to assist Empire in expanding
Empire’s presence in the gaming industry and casino
development.
NOW, THEREFORE, in consideration of the terms
and mutual undertakings herein contained, Empire and the Consultant
hereby agree as follows:
1.
Consulting Services; Term . Commencing on
September 1, 2009 and ending on August 31, 2010 (such period, the
“Term”), the Consultant agrees to make G. Michael Brown
and such other employees or other representatives of Consultant
reasonably acceptable to Empire available for such time as the
Consultant and Empire shall reasonably determine to provide to
Empire the consulting services (the “Consulting
Services”) described on Exhibit A
hereto. Consultant shall report to the Board of
Directors of Empire and, as a precondition to payment of the
Consultant’s monthly fee, shall submit a monthly report to
the Board of Directors summarizing the Consultant’s
activities for the prior month. The Term may be extended
by mutual agreement of the parties hereto in accordance with
Section 7(c). Upon the expiration of the Term, (i)
Empire will pay (or cause to be paid) all accrued but unpaid
Consulting Compensation and expense reimbursements as of the date
of such expiration; and (ii) this Agreement will terminate except
that Sections 3, 5, 6 and 7 will continue in full force and
effect.
2.
Compensation and Expenses . As compensation for
performing the Consulting Services, Empire will pay (or cause to be
paid) to the Consultant the Consulting Compensation set forth on
Exhibit A hereto (the "Consulting Compensation"). Empire
will reimburse the Consultant for all reasonable, documented
out-of-pocket expenses incurred by the Consultant in performing the
Consulting Services that are submitted for reimbursement to the
chairperson on the Compensation Committee of the Board of Directors
of Empire, within thirty (30) days of the incurrence of such
expense.
3.
Confidentiality . In connection with performing
the Consulting Services, the Consultant may come into possession of
information regarding Empire and its partners, manager, affiliates
and their respective employees, officers and directors
(collectively, "Confidential Information"). During and
after the Term, the Consultant agrees to refrain from disclosing
any Confidential Information to any person or entity, except to the
extent (i) required by law, regulation, subpoena or other legal
process or proceeding (and only after prior notice to Empire); (ii)
required in connection with performing the Consulting Services;
(iii) Confidential Information is or becomes generally available to
the public through no action or omission of the Consultant; or (iv)
Empire has consented in writing to such disclosure. Upon
the expiration of the Term and upon the request of Empire, the
Consultant will return to Empire all Confidential Information that
has been provided to the Consultant.
4.
Independent Contractor Status . The relationship
of the Consultant to Empire in performing the Consulting Services
shall be that of an independent contractor, and nothing contained
in this Agreement shall create or impl
