Exhibit 10.2
EXECUTIVE EMPLOYMENT
AGREEMENT
(“Agreement”)
EXECUTIVE EMPLOYMENT AGREEMENT,
effective October 31, 2006 (“Effective Date”), by and
between 155 E. Tropicana LLC (the “Company”) and
Michael J. Hessling (the “Executive”).
PREAMBLE
Per Section 9.2 of the Amended and
Restated Operating Agreement of 155 East Tropicana LLC, certain
decisions are entitled “Unanimous Board Decisions”. The
Management Board shall have the power and authority, upon the
affirmative vote or written consent of all of the Board members to
make certain decisions including the following:
1) Establish policies, job
descriptions, salaries, and terms of employment, procedures and
guidelines for the Chief Executive Officer, Chief Operating Officer
and Chief Financial Officer of the Company to follow and have the
sole authority to offer a job to any Person for either position and
to fire or otherwise terminate such Person, and
2) Establish any Officers of the
Company and to delegate to such officers management and operational
responsibilities, including the power and authority to bind the
Company and appoint Persons to act as such officers and remove
Persons there from.
On August 16 th , 2004,
by unanimous written consent, the Management Board appointed
Michael J. Hessling as Chief Operating Officer of the
Company.
WHEREAS, the Company desires that
Executive resign as Chief Operating Officer, but desires to employ
the Executive as President, and the Executive desires to be so
employed by the Company, from and after the date of this
Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the parties agree as
follows:
ARTICLE I
EMPLOYMENT DUTIES AND
BENEFITS
Section 1.1
Employment .
The Company hereby employs the
Executive as President of the Company. The Executive accepts such
employment and agrees to perform the duties and responsibilities
assigned to him under this Agreement.
Section 1.2
Duties and Responsibilities .
During the period of employment,
Executive agrees to serve as the President of the Company and such
other offices and directorships of the Company and of its
subsidiaries and related companies (collectively
“affiliates”) to which he may be elected or
appointed, and to perform any mutually agreed upon, reasonable and
appropriate duties
1
as may be requested of him by
the Management Board and/or Chief Executive Officer in
accordance with this Agreement and in compliance with all
applicable laws and regulations.
Section 1.3
Working Facilities; Location .
The Executive shall be furnished
with facilities and services suitable to his position and adequate
for the performance of his duties under this Agreement. The
principal place of performance by Executive of his duties hereunder
shall be at the offices of the Company in Las Vegas Nevada or at
such other location as may reasonable be requires to travel outside
that area in the performance of Executive
responsibilities.
Section 1.4
Benefits Plan.
From the effective date of this
agreement, the Executive shall be entitled to participate in any
benefit plans provided to senior management of the
Company.
Section 1.5
Expenses.
The Executive is authorized to incur
reasonable expenses for promoting the business of the Company in
all respects, including expenses for entertainment, travel and
similar items. The Company will promptly reimburse the Executive
for all such expenses upon the presentation by the Executive, from
time-to-time, of an itemized account of such
expenditures.
ARTICLE II
COMPENSATION
Section 2.1
Base Salary.
The Company shall pay to the
Executive a Base Salary of $275,000 per year payable in accordance
with the Company’s payroll and withholding
policies.
Section 2.2
Bonus and Bonus Plan Participation .
If the Management Board establishes
a Bonus program for its Senior Management Team, the Executive will
be entitled to participate in the program. If the goals and
performance criteria set for the Executive are met for a particular
year, the Executive shall be entitled to a Bonus as determined in
the discretion of the Company’s Management Board or
Compensation Committee.
ARTICLE III
TERM OF EMPLOYMENT AND TERMINATION
Section 3.1
Term .
Executive will continue to serve as
President of the Company for a period of one year from the date of
this agreement.
Section 3.2
Termination by the Company .
The Company may terminate the
Executive’s employment, at any time.
2
Upon the date of termination of the
Executive’s employment pursuant to this Section 3.2 the
compa
