EXHIBIT 10.1
EMPLOYMENT
AGREEMENT
This Employment
Agreement (“Agreement”) is made and entered into as of
8 th day of August, 2007 (“Effective Date”)
by and between the River Rock Entertainment Authority
(“Authority”), a governmental instrumentality of the
Dry Creek Rancheria Band of Pomo Indians (“Tribe”), and
Joseph Callahan (“Employee”).
The parties hereto
expressly intend that this Agreement describe Employee’s
relationship as an employee of Tribe and not as a contractor,
including but not limited to the meaning of such term as is used in
25 USC § 2711 and 25 CFR § 502.15. The parties have
purposefully structured the terms and provisions of this Agreement
consistent with, and in furtherance of, this expressed
intent.
l. Employment. On and subject to
the terms and conditions of this Agreement, the Authority hereby
employs Employee, and Employee hereby accepts employment with the
Authority, as the Chief Financial Officer (CFO) of the Authority
and the CFO of the Authority’s gaming enterprise known as the
River Rock Casino (“Casino”). Employee shall assume
overall responsibility for the financial operation of all gaming
related entities (together with the Casino, the “Gaming
Enterprise”). Employee shall report to, be accountable
to and work under the authority of the Authority’s Chief
Executive Officer (CEO).
2. Reporting . Employee shall report
directly to the CEO with respect to all financial activities of the
Gaming Enterprise, and otherwise to the extent requested by the CEO
or the Authority Board of Directors (“Authority
Board”). Without limiting the foregoing, Employee shall
perform such executive duties as are commonly attendant upon the
office of a casino CFO and such further executive duties as may be
specified from time to time by the CEO, which shall
include:
(a)
Directing and overseeing all the financial activities of the
Gaming Enterprise including preparation of current financial
reports as well as summaries and forecasts for future business
growth and general economic outlook.
(b)
Responsibility for all
financial reports required by the Tribal, State and Federal
agencies.
(c)
Directing and overseeing investment portfolios with care and
diligence to maximize income within the constraint of maximum
safety, growth of income and long-term appreciation of capital; to
ensure liquidity by defining maturities as required by cash flow
projections; and to preserve capital.
(d)
Responsibility for
safeguarding all Gaming Enterprise assets .
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(e)
Preparation of annual operating budgets, capital budgets and
required modifications to such budgets for all gaming related
entities and implementation of such budgets;
(f)
Preparation, implementation and direction of Authority compliance
programs, including assurance that the Gaming Enterprise meets the
requirements of the Indian Gaming Regulatory Act, the Tribal-State
Gaming Compact between the Tribe and the State of California (the
“Compact”), the laws and ordinances of the Tribe, all
SEC reporting requirements and other applicable laws as well as
agreements to which the Tribe and/or the Authority is a
party.
(g)
Preparation, implementation and direction of programs to assure
that the Gaming Enterprise meets all federal, Tribal and Compact
requirements for internal controls, including establishment and
enforcement of policies designed to maintain the integrity of all
gaming operations for the protection of the Tribe, the Authority,
the Authority Board, the Gaming Enterprise, its customers and the
public in accordance with laws and standards in the gaming
industry;
(h)
Organizing and assisting
construction development financial management
activities.
3. Term. The term of this Agreement (“Term”)
shall commence on the Effective Date and shall end three (3) years
after the Effective Date, unless terminated earlier by the parties
as provided herein . Notwithstanding the Term as described
herein.
4. Full-Time Service . Employee agrees
that during the Term of this Agreement unless earlier terminated,
he will commit his full time and energies to the duties imposed
hereby and,
further, agrees that during the term of this Agreement he will not
(whether as an officer, director, member, employee, partner,
proprietor, investor, security holder, lender, associate,
consultant, adviser or otherwise) directly or indirectly, engage in
the business of the Gaming Enterprise as a competitor or otherwise
without the express prior written consent of the Authority
Board.
5.
Compensation.
(a)
Employee will be paid a base salary of Two Hundred Ten Thousand
Dollars ($210,000.00) per annum (“Base
Compensation”) , subject to applicable withholding taxes and
required deductions.
(b) Base Compensation
shall be paid every other workweek on the day established by the
Authority for all employees of the Gaming Enterprise.
(c) Upon satisfactory
completion of 120 days of service under this Agreement or at the
discretion of the River Rock Entertainment Authority Board of
Directors, Employee’s Base Compensation shall be increased to
an adjusted base salary of Two Hundred Twenty-five Thousand Dollars
($225,000.00) per annum.
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(d) Employee will be paid an annual
discretionary bonus, payable within 45 days after the end of each
Contract Year, of not more than twenty-five percent (25%) of
Employee’s Base Compensation, based on the following
criteria :
(i)
Employee’s success
in meeting or exceeding Gaming Enterprise performance criteria
proposed by Employee prior to the start of each fiscal year of the
Gaming Enterprise and approved by the CEO;
(ii)
Employee’s success
in establishing and implementing all financial internal control,
financial reporting, financial guidance and compliance programs and
all other programs of the Gaming Enterprise with which Employee is
charged with responsibility; and
(iii)
Employee’s
demonstrated leadership and communication skills.
(e) In the event the
Authority adopts a deferred compensation/pension plan, Employee
shall be entitled to such benefits, including the right to have
some or all of any bonus placed into such a deferred compensation
plan.
(f) Employee will be entitled, on the
same basis as other employees of the Authority, to participate in
and to receive benefits under any of the Authority’s employee
benefit plans, if any, as such plans may be modified from time to
time , except that
Employee will be entitled to one week of vacation in excess of the
Authority’s norm
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