Exhibit 10.34
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement
"), which
expressly includes and references non-competition, non-solicitation
and confidentiality provisions, is made and entered into this
1
st day
of January, 2005, by and between Isle of Capri Casinos, Inc., a
Delaware corporation and its subsidiary and affiliated companies
hereinafter referred to individually and collectively as (the
"Company") and Robert Griffin ("Employee").
WHEREAS,
the Company desires to employ Employee, and Employee desires
to perform services for, and be employed by, the
Company.
WHEREAS,
as a condition of Employee’s employment, the Company
desires to receive from Employee covenants including, but not
limited to, the following: (a) to refrain from carrying on or
engaging in a business similar to that of the Company; (b) to
refrain from soliciting Employees of the Company for
employment elsewhere; and (c) to protect and maintain the
confidentiality of the Company’s trade secrets and any
proprietary information.
WHEREAS,
the Company and Employee desire to set forth in writing the
terms and conditions of their agreements and understandings
with respect to Employee’s employment at Company, as
well as these covenants, and the parties expressly acknowledge
that these covenants are a condition of Employee’s
employment.
NOW,
THEREFORE, in consideration of the mutual promises,
covenants
and
conditions set forth in this Agreement, the Company and Employee
agree as follows:
1.
Effective Date .
This Agreement shall be effective as of the date hereof and
replaces the employment agreement currently in place between the
“Company” and the “Employee.”
2.
Employment .
(a)
Term .
T he
Company hereby employs Employee, and Employee accepts such
employment and agrees to perform services for the Company for an
initial period of one (1) year from and after the Effective Date of
this Agreement (the "Initial Term") and for successive one-year
periods (the "Renewal Terms"), unless terminated at an earlier date
in accordance with Section 3 of this Agreement (the Initial Term
and the Renewal Terms together referred to as the "Term of
Employment").
(b)
Service with Company .
During the Term of Employment, Employee agrees to perform
reasonable employment duties as the Board of Directors of the
Company shall assign to him from time to time. Employee also agrees
to serve, for any period for which he is elected as an officer of
the Company; provided, however, that Employee shall not be entitled
to
any
additional compensation for serving as an officer of the Company.
From and after the Effective Date, Employee shall continue to be an
executive officer of the Company with the title of Senior Vice
President, Operations.
(c)
Performance of Duties .
Employee agrees to serve the Company faithfully and to the best of
his ability and to devote substantially all of his time, attention
and efforts to the business and affairs of the Company during the
Term of Employment.
(d)
Compensation . During the Term of Employment, the
Company shall pay to Employee as compensation for services to
be rendered hereunder an aggregate base salary of $260,000 per
year, payable in equal monthly, or more frequent payments,
subject to increases, if any, as may be determined by the
Company. Employee shall also be eligible to participate in any
stock option plans of the Company. In addition to the base
salary, any bonuses, and participation in stock option plans,
Employee shall be eligible to participate in any Employee
benefit plans or programs of the Company as are or may be made
generally available to Employees of the Company and those made
available to officers of the Company. The Company will pay or
reimburse Employee for all reasonable and necessary
out-of-pocket expenses incurred by him in the performance of
his duties under this Agreement, subject to the presentment of
appropriate vouchers in accordance with the Company's policies
for expense verification.
3.
Termination .
(a)
The
Term of Employment shall terminate prior to its expiration in
the event that at any time during such term:
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(i)
|
The
Company delivers a notice of termination for “cause to
Employee”. For purposes of this section, "cause" shall mean
any dishonesty, disloyalty, material breach of corporate policies,
gross misconduct on the part of Employee in the performance of
Employee's duties hereunder or a violation of Section 5 of this
agreement. If Employee is terminated for cause, there shall be no
severance paid to Employee and his benefits shall terminate, except
as may be provided by law.
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| (ii) |
The
Company for any other reason terminates the Term of
Employment
, without
cause. If Employee signs a General Release in a form acceptable to
the Company that releases the Company from any and all claims that
Employee may have and affirmatively agrees not to violate any of
the provisions of Section 5 hereof, Employee shall be entitled to
continue to receive his salary and, to the extent legally
permissible continue to participate in the Employee benefit
programs for a period of 12 months from and after such termination
or until new employment begins, which ever occurs first. If
Employee fails to sign the form, Employee shall not be entitled to
any continuing payments or benefits. In lieu of monthly payments, a
lump sum award may be authorized by the Board of Directors.
Employee shall be provided out-placement service with an
out-placement firm or service selected by the Company and at the
reasonable expense of the Company.
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| (iii) |
Employee
for any reason voluntarily terminates the Term of Employment. In
said event, Employee shall not be entitled to any compensation and
his benefits shall terminate, except as may be provided by law,
from and after termination.
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| (iv) |
However,
if Employee voluntarily terminates the Term of Employment due to
Retirement all stock options shall become fully vested and
exercisable and the Employee’s deferred bonus payments shall
be fully vested and paid. The term “Retirement” shall
mean the termination by Employee of his employment by reason of
reaching the age of 65 or such later date approved by the Board of
Directors.
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(v)
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Employee
dies or becomes disabled as determined in good faith by the Board
of Directors. Employee, or his estate, shall continue to receive
his salary and, to the extent legally permissible continue to
participate in the Employee benefit programs for a period of 12
months from and after such termination or until new employment
begins, which ever occurs first. In lieu of monthly payments, a
lump sum award may be authorized by the Board of Directors.
Employee shall also be entitled to a lump sum payment equal to the
average of the last 3 years bonus payment inclusive of deferred
amounts.
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(b)
Except
as provided above, the vesting of stock options and deferred
bonus payments shall be governed by the provisions of the
Company’s Stock Option Plans and Deferred Bonus
Plan.
4.
Change In Control of the Company .
A change in control of the Company defined as its sale,
acquisition, merger or buyout to an unaffiliated person that has
significant effect or a reduction in the responsibilities, position
or compensation of Employee or if Employee is required to move the
location of his principal residence a distance of more than 35
miles prior to or during the initial 12 months of the change of
control will entitle Employee to the following
severance:
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(i)
|
18
month's salary paid as salary continuation plus a lump sum payment
equal to the average of the previous 3 years bonus payment
inclusive of deferred amounts. Salary continuation shall terminate
if and when Employee begins new employment during the period of
salary continuation.
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| (ii) |
Health
and welfare benefits shall be fully paid by the Company and run
concurrently with salary continuation.
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| (iii) |
All
stock options shall become fully vested and exercisable and
Employee’s deferred bonus payments shall be fully vested and
paid.
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(iv)
|
Employee
shall be provided out-placement services with a mutually agreed
upon out-placement firm or service selected by the Company and at
the reasonable expense of the Company.
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5.
Confidentiality
,
Non-competition and Non-Solicitation .
(a)
The Company’s Business. It
is expressly agreed by the parties that the Company is engaged in
the business of owning, managing and operating gaming and casino
facilities in the States of Mississippi, Louisiana, Iowa, Missouri,
Colorado, Florida, the Bahamas, and the United Kingdom, and is
engaged in all aspects of such gaming and casino operations.
Employee desires to be employed by the Company and acknowledges and
agrees that the Company would be adversely affected if Employee
engaged in any form of competition with the Company during, and
subsequent to, Employee’s employment with the
Company.
(b)
Trade Secrets and Confidential Information .
The Company and Employee acknowledge the existence of trade secrets
and other confidential information as defined below (collectively
referred to as “Confidential Information”), all of
which are owned by the Company, regardless of whether such
Confidential Information was conceived, originated, devised,
supplemented, discovered or developed by Employee, the Company, or
any other person or entity. Employee acknowledges that he will have
access to Confidential Information during his employment with the
Company.
Except
as required by law, during the term of this Agreement and
thereafter, Employee shall not, without the prior written
consent of the Company, directly or indirectly use, disclose
or disseminate to any other person, firm or organization, or
otherwise use any Confidential Information other than on
behalf of the Company. The foregoing obligation shall not
apply
