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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 10.3

AMENDED EMPLOYMENT AGREEMENT

This AMENDED EMPLOYMENT AGREEMENT (the Agreement ) made effective as of the 1 st day of January, 2009 (the “Effective Date”), by and between the MOHEGAN TRIBAL GAMING AUTHORITY (the “Authority;” or 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 LEO M. CHUPASKA, residing at 68 Swanty Johnson Road, Uncasville, Connecticut 06382 (“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 the 13th day of July, 2006 (but effective October 1, 2005), providing for the continued employment of Executive by the Employer (the “2006 Agreement”); and

WHEREAS, the parties amended the 2006 Agreement by the terms of an letter agreement dated February 4, 2008 to, amongst other things, extend the term of the Executive’s employment through and including December 31, 2010; and

WHEREAS, the parties acknowledge that the 2006 Agreement, together with the amendment thereto under the February 4, 2008 letter agreement (collectively, the “2008 Agreement”) are incorporated in this Amended Employment Agreement; and

WHEREAS, the parties hereto have agreed to further amend the 2008 Agreement to establish that (a) the guaranteed bonuses set forth in the 2008 Agreement shall be made part of the Executive’s Annual Base Salary, (b) 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 2008 Agreement for the year commencing on the Effective Date, (c) the Executive has agreed to reduce his Annual Base Salary under the 2008 Agreement by ten percent (10%) for the year commencing on the Effective Date, (d) the Employer has agreed to extend the term of Executive’s contract for six (6) months, until June 30, 2011, and (e) the Employer has agreed to a reduction of the “Restricted Period” regarding constraints on Executive’s competitive employment to December 31, 2011 in the event that his employment with Employer ends at any time from January 1, 2011 through June 30, 2011.

 

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

 

1.

Nature of Services and Duties

(A) The Employer hereby agrees to continue to employ Executive as its Chief Financial Officer of the Authority upon the terms set forth herein, and Executive hereby accepts such continued employment. It is acknowledged by the parties that there is a Chief Financial Officer of Mohegan Sun, and Executive shall not be responsible for the performance of duties of the Chief Financial Officer of Mohegan Sun.

(B) Executive shall perform such duties and services of an executive, managerial and administrative nature as are customary for a Chief Financial Officer and which, consistent with the foregoing, the Employer may from time to time through communication from the Chief Operating Officer hereafter assign to him. Such duties shall include, but not be limited to, cash management, investments with financial institutions, banking relationships, administering corporate financial functions and supervising the financial accounting department. Executive shall report exclusively to the Chief Operating 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 7(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.

 

 

2.

Effective Date

This Agreement shall be effective from the date set forth in the opening paragraph of this Agreement (the “Effective Date”).

 

 

3.

Term

This Agreement shall govern Executive’s employment with the Employer from the Effective Date through and including June 30, 2011.

 

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4.

Base Annual Salary

Commencing with the Effective Date and until December 31, 2009, the Employer shall pay Executive a Base Annual Salary in the amount of $721,856.12, payable in equal weekly installments of $13,881.85. Commencing January 1, 2010, and on each January 1 thereafter during the term of this Agreement, the 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.

Life Insurance

(A) The Employer may, within its discretion, at any time during the term of this Agreement apply for and procure as owner and for its own benefit insurance on the life of Executive, in such amounts and in such form as the Employer may choose. Executive shall have no interest whatsoever in any such policies, but he shall upon request by the Employer submit to such medical examinations, supply such information, and execute such documents as may be required by the Employer or the insurance companies to whom the Employer has made application.

(B) So long as Executive is employed hereunder, the Employer shall maintain a life insurance policy on the life of Executive in the face amount of $168,000. The Employer shall be and remain the owner of such policy of life insurance and shall enjoy all incidents of ownership including the right to designate the beneficiary and the right to borrow on such policy; provided, however, that the beneficiary of such policy shall be the spouse of the Executive, his child or children, trustees for their benefit, his estate or any one or more of them; and provided further, that the Employer agrees (if such policy has a cash surrender value) that it will not exercise its right to borrow on such policy. The Employer shall pay all premiums on such policy when due, and, in the event of the death of Executive during employment, the Employer shall be a beneficiary of the policy to the extent of the aggregate amount of premium paid.

 

 

6.

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 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

 

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connection with 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.

(C) Executive shall participate in such employee benefit plans and programs (including but not limited to medical and life 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 after any termination by Employer of Executive’s employment hereunder if such termination was without Cause, as hereinafter defined.

 

 

7.

Disability; Termination

(A) If Executive shall become unable to perform all of his duties set forth in Paragraph 1 of this Agreement due to mental or physical disability, all compensation and benefits provided m 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 by the same incapacity for an aggregate period of one 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 (as reasonably certified by a physician designated by the Employer) from such mental or physical disability. 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 7(B). If the physician designated by the Employer certifies that Executive is permanently disabled, Employer’s obligations under this Agreement shall cease; provided, however, Executive shall be entitled to the disability benefits set forth in Paragraph 7(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 Executive’s Base Annual Salary, commencing with suspension or termination of employment, pursuant to Paragraph 7(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 rams, 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 10 of this Agreement, (ii) the loss or suspension by the State of Connecticut or by the Mohegan Tribal Gaming Commission of Executive’s license

 

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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 or material breach of’ his obligations under this Agreement. Employer may suspend Executive without pay upon Executive’s arrest for any alleged felony against the 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.

Except in the event of suspension upon Executive’s arrest, if Employer desires to terminate Executive for Cause, Employer shall give written notice sp


 
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