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AMENDED EMPLOYMENT AGREEMENT

Employee Retention Agreement

AMENDED EMPLOYMENT AGREEMENT | Document Parties: MOHEGAN TRIBAL GAMING AUTHORITY You are currently viewing:
This Employee Retention Agreement involves

MOHEGAN TRIBAL GAMING AUTHORITY

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Title: AMENDED EMPLOYMENT AGREEMENT
Governing Law: Connecticut     Date: 2/27/2009

AMENDED EMPLOYMENT AGREEMENT, Parties: mohegan tribal gaming authority
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Exhibit 10.2

AMENDED EMPLOYMENT AGREEMENT

This AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) made effective as of the 1 st day of January, 2009 (“Effective Date”) by and between the MOHEGAN TRIBAL GAMING AUTHORITY (the “Employer”), an instrumentality of THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT (the “Tribe”), a sovereign Indian nation, having an address of One Mohegan Sun Boulevard, Uncasville, Connecticut 06382, and JEFFREY E. HARTMANN, residing at 5 Cord Grass Lane, Old Lyme, Connecticut 06371 (“Executive”).

WITNESSETH:

WHEREAS, the Employer owns and operates, among other things, the Mohegan Sun casino and resort in Uncasville, Connecticut, a harness racetrack located in Wilkes Barre, Pennsylvania known as Pocono Downs, along with several off-track wagering facilities located in the State of Pennsylvania, as well as investments in other proposed gaming enterprises and other businesses (as presently existing and hereafter developed, the “Business”); and

WHEREAS, the Employer and Executive entered into that certain Employment Agreement dated and effective May 8, 2006 providing for the continued employment of Executive by the Employer (the “2006 Agreement”); and

WHEREAS, the parties hereto have agreed to amend the 2006 Agreement to establish that (a) the guaranteed bonuses set forth in the 2006 Agreement shall be made part of the Executive’s Annual Base Salary, (b) the Executive shall receive payment of $25,000 as part of his Annual Base Salary in lieu of the Employer’s contributions to premiums for a life insurance policy covering the Executive under the 2006 Agreement, (c) the Executive has agreed to forego the annual salary increase of at least five percent (5%) of his prior year’s Annual Base Salary under the 2006 Agreement for the year commencing on the Effective Date, (d) the Executive has agreed to reduce his Annual Base Salary under the 2006 Agreement by ten percent (10%) for the year commencing on the Effective Date, (e) the Employer has agreed to extend the term of Executive’s contract for six (6) months, until June 30, 2012, and (d) the Employer has agreed to a reduction of the “Restricted Period” regarding constraints on Executive’s competitive employment to December 31, 2012 in the event that his employment with Employer ends at any time from January 1, 2012 through June 30, 2012.

NOW, THEREFORE, in consideration of the promises and the mutual covenants, terms and conditions hereinafter set forth, and for other good and valuable consideration, receipt whereof is specifically acknowledged, the parties hereto hereby agree as follows:

 

1.

Effective Date of Agreement .

Executive and Employer mutually agree that this Agreement is effective on the Effective Date.

 

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2.

Nature of Services and Duties .

(A) The Employer hereby agrees to employ Executive as its Executive Vice President and Chief Operating Officer upon the terms set forth herein, and Executive hereby accepts such employment.

(B) Executive shall perform such duties and services of an executive, managerial and administrative nature as are customary for an executive vice president and chief operating officer and which, consistent with the foregoing, the Employer may from time to time through communication from the Chief Executive Officer hereafter assign to him. Such duties shall include, but not be limited to, the following: (i) in coordination with the Chief Executive Officer and the Chief Financial Officer of the Employer, oversee the financial reporting and treasury activities of the Employer, the strategic direction of the Employer’s business development, and the financial performance of the Business; (ii) in coordination with the Chief Executive Officer and the respective Vice Presidents (or Directors) of the Strategic Planning and Forecasting, Information Systems, Hotel Resort Operations, Slot Operations, Racebook and Keno Operations, Table Games Operations, and Finance divisions of Mohegan Sun, oversee the operations of such divisions of Mohegan Sun; and (iii) attend professional training and continuing professional education events as approved by the Chief Executive Officer. Executive shall report exclusively to the Chief Executive Officer of the Employer. The Employer shall not restrict, reduce or otherwise limit Executive’s responsibility or authority without his consent.

(C) Executive shall devote his best efforts and ability and all required business time to the performance of his duties and responsibilities hereunder to achieve the goals set forth in the Employer’s annual business plan. Executive shall perform all of his duties to the Employer faithfully, competently, and diligently.

(D) Except for actions of the Executive that could be the basis for termination for Cause as set forth in Paragraph 6(C) below, the Employer shall indemnify, defend, and hold Executive harmless, including the payment of reasonable attorney fees, if the Employer does not directly provide Executive’s defense, from and against all claims made by anyone, including, but not limited to, a corporate entity, company, other employee, agent, patron, tribal member, or any member of the general public with respect to any claim that asserts as a basis, any acts, omissions, or other circumstances involving the performance of Executive.

 

3.

Term .

This Agreement shall govern Executive s employment with the Employer from the Effective Date through and including June 30, 2012. This Agreement, including this paragraph, shall automatically renew for an additional term of five years unless either party shall notify the other of its intention to terminate, or unless otherwise terminated as provided herein. Any such

 

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notice of intention to terminate shall be delivered no later than one hundred and twenty (120) days prior to the end of the then current term and shall be effective at the end of such term, except as otherwise provided herein.

 

4.

Base Annual Salary .

Commencing with the Effective Date and through December 31, 2009, the Employer shall pay Executive a base annual salary (“Base Annual Salary”) of $1,285,565.49, payable in equal weekly installments of $24,722.41 each. Commencing January 1, 2010, and on each January 1 thereafter during the term of this Agreement, the then current Base Annual Salary shall be increased in an amount mutually agreed to by Executive and the Employer, which amount shall in no event be less than 5% of the then current Base Annual Salary.

 

5.

Reimbursement of Certain Expenses; Vacation; Medical Benefits .

(A) The Employer will reimburse Executive for necessary and reasonable business expenses incurred by him in the performance of his duties hereunder, provided, that he shall obtain the approval for such expenditures in accordance with the procedures adopted by the Employer from time to time and generally-applicable to its executive-level employees, including such procedures with respect to submission of appropriate documentation and receipts. Failure by Executive to follow such procedures shall entitle the Employer to refuse to reimburse Executive for such expenses until such time as such failure has been cured. It is understood and agreed that Employer shall not be responsible for any expense of Executive for leasing or operation of a vehicle for Executive (except that Executive shall be entitled to reimbursement for the expenses, including mileage, actually incurred in connection of his use of his automobile for the business-related purposes of the Employer), nor for any expense of Executive for legal expenses or tax planning expenses incurred by Executive in interpreting this or any other agreement between Executive and Employer.

(B) Executive shall be entitled to four weeks paid vacation per fiscal year (at least two weeks of which is recommended to be taken in 14 consecutive days).

(C) Executive shall participate in such employee benefit plans and programs (including but not limited to medical insurance programs) as are now or may hereafter be adopted by the Employer for its executive employees and their families. Employer shall continue to provide such medical insurance coverage for a period of one (1) year (not to be included as COBRA coverage) after any termination by Employer of Executive’s employment hereunder if such termination was without Cause, as hereinafter defined.

 

6.

Disability; Termination .

(A) If Executive shall become unable to perform all of his duties set forth in Paragraph 2 of this Agreement due to mental or physical disability, all compensation and benefits provided in this Agreement shall continue to be paid and provided in full for a period not exceeding one hundred and eighty (180) consecutive days. Upon completion of such one hundred and eighty (180) days (or if Executive shall be disabled for an aggregate period of one

 

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hundred and eighty (180) days in any period of three hundred and sixty (360) consecutive days by the same incapacity) the Employer may, at its sole option, suspend Executive’s employment until Executive is recovered from such mental or physical disability (as reasonably certified by a physician designated by the Employer and reasonably satisfactory to Executive). During any period of suspension on account of disability, Executive shall receive only such compensation as may be provided under the disability insurance described in Paragraph 6(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease, provided, however, that Executive shall be entitled to the disability benefits set forth in Paragraph 6(B) below.

(B) Employer, at the sole expense of Employer, shall provide disability insurance coverage for Executive. Such policy shall provide payment of 50% of Base Annual Salary commencing with the suspension or termination of employment pursuant to Paragraph 6(A) above by reason of physical or mental disability and for a period of two (2) years if such disability was the result of injury and to age 65 if such disability was the result of physical or mental illness. In the event the Employer is unable to obtain disability insurance in the amount required, or is unable to obtain all or part of such insurance at standard rates, the Employer shall at its option obtain part or all of such insurance at non-standard rates or shall self-insure in whole or in part for the time periods set forth in this paragraph.

(C) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment for Cause, defined as (i) Executive’s violation of the Restrictive Covenants as defined in Paragraph 9 of this Agreement, (ii) the loss or suspension by the State of Connecticut of Executive’s license for Class III gaming for a period of thirty (30) consecutive days, (iii) Executive’s conviction of any crime involving fraud, theft or moral turpitude, or (iv) Executive’s intentional material breach of his obligations under this Agreement in order to cause the Employer, acting through the Chief Executive Officer, to terminate Executive. Employer may suspend Executive without pay upon Executive’s arrest for any alleged felony against Employer or the Tribe. In the event that Executive is found not guilty or otherwise exonerated for an alleged crime against Employer or the Tribe, Executive’s suspended pay shall be reimbursed to him.

In the event that Employer desires to terminate Executive, the Employer shall give written notice specifying the act(s) claimed to constitute Cause and specifying an effective date of termination, which date shall be no sooner than thirty (30) days after the giving of such notice. Upon the written request of Executive, the Management Board of the Employer shall meet with Executive to discuss the reasons for termination and to provide Executive with an opportunity to respond. In the event Executive fails to cure the act(s) claimed to constitute Cause as set forth in the notice of termination, Executive will cease employment with the Employer effective upon the date provided in the notice of termination. If such termination is for Cause, then Executive shall not be entitled to any further compensation from and after the date of termination.

(D) Subject to the provisions of this paragraph, the Employer may terminate Executive’s employment other than for Cause, as defined above. In the event of termination other than for Cause, Executive shall be paid, following termination, his Base Annual Salary from the

 

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