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Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This
Executive Employment Agreement (this " Agreement ") is
entered into, to be effective as of January 8, 2009 (the "
Effective Date "), between Black Gaming, LLC, a Nevada
limited liability company (the " Company ") and Robert R.
Black, Sr. (the " Executive "). The Company and the
Executive are individually, a " Party " and collectively,
the " Parties ." Preliminary Statements A. The
Executive is an employee of the Company. B. Subject to the
terms and conditions set forth herein, the Company desires to
continue to employ the Executive and to enter into this Agreement
embodying the existing terms of such employment, and the Executive
desires to enter into this Agreement and accept such employment.
Agreement In consideration of the mutual covenants and for
other good and valuable consideration, the Parties hereto agree as
follows: 1. Definitions . In addition to certain terms
defined elsewhere in this Agreement, the following terms shall have
the following respective meanings: 1.1 " Affiliate " shall
mean any Person who controls, is controlled by, or is under common
control with the Company. 1.2 " B&BB " shall mean
B&BB, Inc., a Nevada corporation. 1.3 " Bank of New York
" shall mean The Bank of New York Trust Company, N.A. 1.4 "
Business Day " shall mean any day other than a weekend, a
federal or Nevada state holiday or a vacation day for the
Executive. 1.5 " Cause " shall mean: (a) the indictment
of the Executive by a state or federal grand jury of competent
jurisdiction or the filing of a criminal complaint or information,
for a felony or any other offense involving embezzlement or
misappropriation of funds, or any act of moral turpitude,
dishonesty or lack of fidelity; (b) the conviction of, or
judgment against, the Executive by a civil or criminal court of
competent jurisdiction for a felony or any other offense involving
embezzlement or misappropriation of funds, or any act of moral
turpitude, dishonesty or lack of fidelity;
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(c) the denial, revocation or suspension of a license,
qualification or the suitability of the Executive by the Gaming
Authorities whose consent, approval, license, waiver, order,
determination of suitability or other authorization is required in
connection with the operation of the Company or its Affiliates;
(d) has materially failed to perform the duties required of
the Executive in accordance with the written standards adopted by
the Company from time to time; or (e) has materially breached
the terms of this Agreement. 1.6 " Company Property " shall
mean all items and materials that are created, compiled, existing,
or received by the Company during the course of the
Executive’s employment with the Company, all items and
materials provided by the Company to the Executive, or to which the
Executive has access, in the course of his employment, including,
without limitation, all files, records, documents, drawings,
specifications, memoranda, notes, reports, manuals, equipment,
computer disks, videotapes, drawings, blueprints, other similar
items relating to or emanating from the Company, its Affiliates or
their respective customers, whether prepared by the Executive or
others, and any and all copies, abstracts and summaries thereof.
1.7 " Confidential Information " shall mean all nonpublic
and/or proprietary information (in whatever form, including,
without limitation, information that is written, electronically
stored, orally transmitted or memorized) relating to the business
of the Company or any Affiliate or that is created, discovered,
developed, or otherwise becomes known to the Company, including,
without limitation, its patrons, customer lists, products,
programs, projects, promotions, marketing plans and strategies,
business plans or practices, business operations, employees,
invitees, research and development products or information,
intellectual property, software, databases, pricing information and
accounting and financing data. Confidential Information shall
include such information whether furnished before or after the
Effective Date, and Confidential Information shall include
information concerning the Company’s or any Affiliate’s
customers, such as their identity, address, preferences, playing
patterns and ratings or any other information kept by the Company
or any Affiliate concerning its customers regardless of whether
such information has been reduced to documentary or tangible form.
Confidential Information does not include (i) information that is,
or becomes, available to the general public unless such
availability occurs through an unauthorized act on the part of the
Executive or (ii) Executive’s general knowledge and
business expertise related to casino, hotel, or resort operations.
1.8 " Consolidated EBITDA " shall have the meaning provided
in Section 4.2 . 1.9 " Consolidated Net Income "
shall have the meaning provided in Section 4.2 .
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1.10 " Disability " shall mean a physical or mental
incapacity that occurs during the Term that prevents the Executive
from performing, with reasonable accommodation, the essential
functions of his position with the Company for a minimum period of
120 days. In the Event of Disability, the Executive hereby
agrees to submit to medical examinations by a licensed healthcare
professional selected by the Company, in its sole discretion, to
determine whether a Disability exists. In addition, the Executive
may submit to the Company documentation of a Disability, or lack
thereof, from a licensed healthcare professional of his choice.
Following a determination of a Disability or lack of Disability by
the Company’s or the Executive’s licensed healthcare
professional, the other Party may submit subsequent documentation
relating to the existence of a Disability from a licensed
healthcare professional selected by such other Party. In the event
that the medical opinions of such licensed healthcare professionals
conflict, such licensed healthcare professionals shall appoint a
third licensed healthcare professional to examine the Executive,
and the opinion of such third licensed healthcare professional
shall be dispositive. 1.11 " Fee " shall have the meaning
provided in Section 4.2 . 1.12 " Gaming
Authorities " shall mean the state and local governmental,
regulatory and administrative authorities, agencies, boards and
officials responsible for or involved in the regulation of gaming,
gaming activities or the operations of the Company in any
jurisdiction and, within the State of Nevada, specifically, the
Nevada Gaming Commission and the Nevada State Gaming Control Board.
1.13 " Indemnifiable Action " shall have the meaning
provided in Section 8 . 1.14 " Indentures "
shall mean: (i) that Indenture, dated as of December 20,
2004, by and among the Issuers, as issuers, and the Bank of New
York, as trustee, under which the 9.000% Senior Secured Notes due
2012 were issued by the Issuers, as issuers, as may be modified,
amended or supplemented from time to time; and (ii) that
Indenture, dated as of December 20, 2004, by and among the
Issuers, as issuers, and the Bank of New York, as trustee, under
which the 12.750% Senior Subordinated Discount Notes due 2013 were
issued by the Company, as may be modified, amended or supplemented
from time to time. 1.15 " Issuers " shall mean Virgin River,
RBG and B&BB. 1.16 " Person " shall mean a natural
person, any form of business and any other non-governmental legal
entity including, but not limited to, a corporation, partnership,
trust, or limited liability company. 1.17 " RBG " shall mean
RBG, LLC, a Nevada limited liability company. 1.18 " Salary
" shall have the meaning provided in Section 4.1 . 1.19
" Term " shall have the meaning provided in
Section 2.2 . 1.20 " Termination Without Cause "
shall have the meaning provided in Section 5.3 . 1.21 "
Virgin River " shall mean Virgin River Casino Corporation, a
Nevada corporation. 1.22 " Voluntary Termination " shall
have the meaning provided in Section 5.4 .
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2. Term . 2.1 Employment. The Company hereby
employs the Executive, and the Executive hereby accepts employment
with the Company, in the position and with the duties and
responsibilities as set forth in Section 3 for the
Term, subject to the terms and conditions of this Agreement. 2.2
Term . The initial term (" Term ") shall commence as
of the Effective Date and shall terminate, unless sooner terminated
as provided in Section 5 , at 11:59 p.m. (Pacific
Standard Time), on December 31, 2009; provided that the Term
shall automatically renew for successive one year periods unless:
(i) it has sooner terminated as provided in
Section 5 ; or (ii) either Party has notified the
other in writing at least 30 days prior to the otherwise
scheduled expiration of the Term that such Term shall not so renew.
3. Position . During the Term, the Executive shall be
employed as Chief Executive Officer of the Company with the duties,
responsibilities and authorities customarily associated with such
position for other businesses of the same size and industry,
together with any other duties as may be reasonably requested by
the manager of RBG and the Board of Directors of B&BB and
Virgin River from time to time, which may include duties for one or
more Affiliates of the Company. 4. Compensation and Benefits
. 4.1 Salary . During the Term, the Company shall pay the
Executive an annualized salary of Five Hundred and Seventy-Seven
Thousand and Five Hundred Dollars ($577,500) (the " Salary
"), which shall accrue in equal bi-weekly installments in arrears
and shall be payable in accordance with the payroll practices of
the Company in effect from time to time. The Salary is subject to a
five percent increase on January 1 of each renewal period following
the Effective Date; provided, however , the first such
increase shall take effect on January 1, 2010. 4.2
Management Fee . The Company shall pay the Executive a
management fee equal to five percent of the Consolidated EBITDA (as
defined in the Indentures) of the Issuers (the " Fee ") for
the applicable year, which shall be paid as follows:
(i) commencing as of January 1, 2009, on the eighth day
of January of each year, the Company shall pay 90% of the estimated
Fee, which will be based upon an estimate of the Consolidated Net
Income (as defined in the Indentures) and other amounts that
comprise the calculation of the Consolidated EBITDA; and
(ii) within 30 days after the determination of the
Consolidated EBITDA of the Issuers for the applicable year, using
information that is contained in the financial statements that are
to be delivered in accordance with Section 4.3 of the
Indentures, the Company shall pay the Executive the difference
between the amount paid under clause (i) and the amount of the
Fee. If, after determination of the Consolidated EBITDA of the
Issuers for the applicable year, the amount paid under clause
(i) is greater than the amount of the Fee for the applicable
year, the Executive shall promptly repay the excess Fee to the
Company. 4.3 Reimbursement . During the Term, the Executive
shall be entitled to receive reimbursement by the Company, upon
submission of adequate documentation, for all reasonable
out-of-pocket expenses incurred by the Executive in performing
services under this Agreement.
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4.4 Car Allowance . In addition to the Salary and the
Fee, the Executive shall be entitled to a car allowance of not less
than Nineteen Thousand Two Hundred Dollars ($19,200) annually,
which shall be earned in bi-weekly installments. 4.5
Complimentaries . The Executive shall be entitled to receive
various food, spa, hotel rooms and related services from the
Company and the Issuers at no charge; provided, however ,
such complimentaries shall not exceed Two Thousand Dollars ($2,000)
per month, shall be calculated and determined consistent with the
past practices of the Company, and shall be additional compensation
of the Executive to the extent of the value of such complimentaries
that are used by the Executive. 4.6 Pension and Welfare Benefit
Plans and Other Plans . Beginning on the Effective Date, the
Executive shall be entitled to participate in all employee benefit
programs and plans, consistent with the terms of such programs and
plans, made available to the Company’s executives or salaried
employees generally, as such programs may be in effect from time to
time. 4.7 Other Perquisites . During the Term, the Executive
also shall be entitled to any of the Company’s executive
perquisites in accordance with the terms and provisions of the
applicable policies. The Executive shall be entitled to paid
personal time off and paid vacation days, consistent with past
practices. 4.8 Withholding and Other Deduct
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