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EXHIBIT 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement ("Agreement") is
entered into effective as of the 13th day of April, 2007
("Effective Date") by and between the River Rock Entertainment
Authority ("Authority"), a governmental instrumentality of the Dry
Creek Rancheria Band of Pomo Indians ("Tribe"), on behalf of its
Tribal governmental gaming project, the River Rock Casino
("Casino"), and Shawn Smyth ("Employee"), and supersedes and
replaces in its entirety that certain Employment Agreement dated as
of April 13, 2006 between the Authority and Employee (the "Original
Agreement").
The parties hereto expressly intend that this Agreement describe
Employee’s relationship as an employee of the Authority and
not as a contractor, including but not limited to not being a
contractor as that term is used in 25 USC § 2711 and 25 CFR
§ 502.15. The parties have reached the terms of this Agreement
and purposefully drafted the provisions of this Agreement
consistent with, and in furtherance of, this expressed intent. The
parties acknowledge and agree that one (1) full year of the term of
the Original Agreement has been served on substantially the same
terms and conditions of this Agreement, and the terms of the
Original Agreement have been fully performed through the Effective
Date. All terms and conditions of the Original Agreement, other
than the extended term as set forth in Paragraph 3 below, and the
change in the compensation provisions set forth in Paragraph 5(a)
below, are restated herein in their entirety and, therefore, remain
in full force and effect.
1.
Employment
. On and
subject to the terms and conditions of this Agreement, the
Authority hereby employs Employee, and Employee hereby accepts
employment by the Authority, as its Chief Executive Officer (CEO)
and as General Manager of the Casino. Employee shall report
to, be accountable to and work under the authority of the
Authority’s Board of Directors (the "Board").
2.
Reporting and Duties
. Employee
shall report directly to the Board with respect to all operations
and expenditures of the Authority and Casino and otherwise to the
extent requested by the Board. Without limiting the foregoing,
Employee shall perform such executive duties as are commonly
attendant upon the office of a CEO and a casino general manager,
and such further executive duties as may be specified from time to
time by the Board, such as but not limited to:
(a)
Managing, directing and supervising the operations of the Casino,
including all of its employees, and with the assistance of
executive and management employees, and including all of its
departments (such as but not limited to its gaming, regulatory
compliance, food and beverage, transportation, parking, public
relations, accounting, marketing, purchasing, and other
departments);
(b)
Enforcing the River Rock Casino mission statement;
(c)
Providing leadership to all personnel of the Casino;
(d)
In collaboration with Human Resources Department, overall
responsibility for the selection, hiring, assignment,
re-assignment, disciplining and termination of all Casino and
Authority employees ("Employees"), the implementation of
personnel, wage and benefit policies approved by
the Board for the Employees, and the implementation and enforcement
of the Tribe’s TERO ordinance;
(e)
Developing short and long term goals and objectives for the
Authority and Casino;
(f)
Preparing annual operating budgets and, subject to the approval of
the Board, implementing such budgets;
(g)
Overseeing all marketing, promotional, advertising and public
relations campaigns for the Authority and Casino;
(h)
Supervising and causing the preparation and presentation to the
Board of periodic economic, financial, business, marketing,
regulatory and other reports to the Board;
(i)
Assuring compliance by the Authority and the Casino with all
applicable laws, including but not limited to compliance with
federal securities law, Treasury Department tax reporting and
withholding (including payroll and gambling tax), federal
anti-money laundering statutes and regulations, Sarbanes - Oxley
laws, Indian Gaming Regulatory statutes and regulations, the
Johnson Act, the Tribal-State compact with California, the Tribal
Gaming Ordinance, and all other applicable federal, state and
tribal laws;
(j)
Responsibility for the overall ambience, maintenance and
cleanliness of the Casino;
(k)
Optimizing Casino operational efficiency through, among other
things, increasing cost effectiveness and ensuring that quality
assurance programs are adopted and implemented;
(l)
Developing and implementing programs for hiring, training and
advancing Tribal members for supervisory and management positions
in accordance with the preference policies of the Tribe and the
Casino;
(m)
Preparing, implementing and directing programs that assure that the
Casino meets all federal, Tribal, Tribal Gaming Authority ("TGA")
and Compact requirements for internal controls, including
establishment and enforcement of policies designed to maintain the
integrity of the Casino and any other Tribal or Authority gaming
operations to which Employee is assigned, for the protection of the
Tribe, the Authority, the Board, the Casino, its customers and the
public in accordance with law and standards in the industry;
and
(n)
Attending all meetings and trainings as required by the Board.
3.
Term. The term of this Agreement
("Term") shall commence on the Effective Date and shall end three
(3) years after the Effective Date, unless terminated earlier by
the parties as provided herein.
2
4.
Full-Time Service. Employee agrees that during the Term of this
Agreement unless earlier terminated, he will commit his full time
and energies to the duties imposed hereby and, further, agrees that
during the term of this Agreement he will not (whether as an
officer, director, member, employee, partner, proprietor, investor,
security holder, lender, associate, consultant, adviser or
otherwise) directly or indirectly, engage in the business of the
Casino as a competitor or otherwise without the express prior
written consent of the Board in its sole discretion.
5.
Compensation.
(a)
From and after the Effective Date, Employee will be paid a salary
of Three Hundred Thousand Dollars ($300,000.00) per annum
("Compensation"), subject to applicable withholding taxes and
required deductions.
(b)
Payments in discharge of the Compensation shall be made in 1/26
payments thereof every other workweek on the day established for
payroll payments to other employees of the Casino.
(c)
Employee shall be eligible for an annual bonus of not more than
twenty-five percent (25%), as determined by the Board in its sole
discretion, based on the Compensation earned for the year in
question, payable within 45 days after the Anniversary Date.
(d)
Employee will be entitled, on the same basis as other executive
employees of the Casino, to participate in and receive benefits
under the Casino’s benefit plans for executives, if any, as
such plans may be modified from time to time, except that Employee
will be entitled to seven (7) days of additional Personal Time Off
(PTO) in excess of the Casino’s normal PTO policy.
(e)
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