Exhibit 10.1
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (the
“Agreement”) is made this 1 day of May, 2009, by and
between MTR Gaming Group, Inc. (“MTR” or the
“Company, having an address of State Route 2, South, Chester,
West Virginia 26034, and Robert Norton
(“Executive”).
WHEREAS, Executive is an experienced
executive in the gaming industry and currently holds a license (in
good standing) as a key employee issued by the Missouri Gaming
Commission; and
WHEREAS, the Company wishes to
employ Executive as its Chief Operating Officer and the parties
believe it is in their mutual best interest to enter into an
agreement reflecting the terms and conditions of the
Executive’s employment relationship to the
Company:
NOW THEREFORE, the parties, in
reliance upon the mutual promises and covenants herein contained,
do hereby agree as follows:
1.
Term . The Company hereby agrees to employ
Executive, and Executive agrees to serve the Company, in the
capacity indicated above for a two year period commencing on
May 1, 2009 (the “Employment Date”), and ending on
May 1, 2011 (such period, subject to earlier termination as
provided herein, being referred to as the “Period of
Employment”). Ninety (90) days prior to the end of the
Period of Employment, the parties will negotiate in good faith to
extend the term of the Agreement for at least two years (including
reasonable compensation / benefits based upon Executive’s
contributions to the Company). If the parties are unable to
reach an agreement to extend the term, then upon the expiration of
the Agreement, Executive will
be entitled to receive an amount equal to the
Executive’s then applicable annual Base Salary payable in
monthly installments and a monthly amount so that Executive shall
be able to continue to receive the health benefits coverage in
effect on the effective date of termination. The
Company’s payment obligations with respect to Base Salary and
health benefits shall end on the earlier of (A) the first
anniversary of such termination of employment, or (B) the date
on which Executive accepts employment with or provides service to,
in any capacity, any other business or entity in exchange for
compensation. If the Executive is offered at least a two year
extension of the term (including reasonable compensation / benefits
based upon Executive’s contributions to the Company), but
elects not to renew the Agreement because he does not wish to work
for the Company any longer, then the Executive will not receive the
amounts above.
2.
Duties and Services
. During the Period of
Employment, Executive agrees to serve the Company as its Chief
Operating Officer and in such other office of the Company, its
Affiliates and MTR to which he may be elected or appointed, and to
perform such other reasonable and appropriate duties as may be
requested of him by the board of directors of the Company (the
“Board of Directors”), in accordance with the terms
herein set forth. In performance of his duties, Executive shall be
subject to the direction of the Board of Directors. Executive shall
devote such of his time, energy and skill during regular business
hours to the business and affairs of the Company and its Affiliates
and to the promotion of their interests as is required. The parties
acknowledge that Executive is based in Missouri and that Executive
will be expected to relocate to the Chester, West Virginia
area. Executive shall report directly to the President and
Chief
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Executive Officer of MTR.
3.
Compensation
.
(a)
Base Salary
. The base salary of the
Executive for services pursuant to the terms of this Agreement
shall be $300,000.00 per year, payable in bi-monthly installments
or on such other terms as may mutually be agreed upon by the
Company and Executive. Executive’s base salary shall be
subject to an automatic cost-of-living increase of five percent
(5%) on the first anniversary of this Agreement, and shall be
subject to periodic increase by the Company’s Compensation
Committee in its sole discretion.
(b)
Discretionary Cash
Bonus . Executive
shall be entitled to periodic cash bonuses in the sole discretion
of the Company’s Compensation Committee, but in no event less
than 20% (in the aggregate) of Executive’s base salary
annually.
(c)
Benefit Plans and Fringe
Benefits .
Executive shall receive such employment fringe benefits and shall
be entitled to participate in other employee benefit plans,
including without limitation any health insurance, pension plan,
profit-sharing plan, savings plan, life insurance and disability
insurance plans and the like made available by the Company now or
in the future to its executives as the Company’s Compensation
Committee may periodically award in its discretion based on the
Executive’s performance, subject to and on a basis consistent
with the terms, conditions and overall administration of such
benefit plans.
(d)
Automobile Allowance
. During the Period of
Employment, Executive shall be entitled to $600 per month toward
the lease or purchase, insurance and maintenance of an
automobile.
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(e) Vacation .
Executive shall be entitled to four (4) weeks of paid vacation
annually to be taken at a time or times mutually satisfactory to
Executive and the Company. Accrued vacation time not utilized
by Executive due to business commitments may be carried over to the
following year (provided, however, that Executive shall not in any
event utilize more than six weeks of vacation in any twelve month
period) or paid to Executive at the end of the year as additional
compensation at Executive’s election.
(f)
Expenses . All reasonable moving expenses,
including moving and storage expenses (Executive to obtain at least
two bids), from Executive’s Missouri residence to the
Chester, West Virginia area, and other ordinary and customary
moving expenses shall be paid by the Company. The Company
will reimburse Executive for temporary living expenses for
Executive and his family up to $3,000.00 per month for a period not
to exceed six (6) months. The Company shall also
reimburse Executive for his reasonable out-of-pocket costs and
expenses in connection with the performance of his duties and
responsibilities hereunder. All travel and other expenses
incident to the rendering of services by Executive hereunder,
including the expenses associated with gaming licensing in any
state in which the Company or one of its affiliates requests
Executive to become licensed, shall be paid by the Company.
The Company shall also provide Executive a Company cellular
telephone, or, at the Company’s election, reimburse Executive
for the cost of a cellular phone and monthly service charges
maintained by Executive. If any such expenses are paid in the
first instance by Executive, the Company shall reimburse him/her
therefore on presentation of the appropriate documentation required
by the Internal Revenue Code of 1986, as amended (the
“Code”), or
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Treasury Regulations promulgated thereunder, or
otherwise required under the Company’s policy with respect to
such expenses.
(g)
Working Facilities
. The Company shall provide
Executive with an office, secretarial, administrative and other
assistance, and such other facilities and services as shall be
suitable to his/her position and appropriate for the performance of
his/her duties.
4.
Early Termination
.
(a)
This Agreement will terminate
automatically, and neither party shall have any further obligations
or duties under this Agreement, in the event that state regulatory
authorities find Executive unsuitable to hold the position provided
herein, except for obligations accrued under
Section 3(a) and 3(f) as of the date of
termination.
(b)
Notwithstanding the provisions of
Section 2 hereof, Executive may be discharged by the Company
for Cause (as defined in Section 4(d) hereof), in which
event the Period of Employment hereunder shall cease and terminate
and neither party shall have any further obligations or duties
under this Agreement, except for obligations accrued under
Section 3(a) and 3(b) as of the date of
termination. In addition, the Period of Employment shall
cease and terminate upon the earliest to occur of the following
events: (i) the death of Executive or (ii) at the
election of the CEO (subject to the Americans With Disabilities
Act), the inability of Executive by reason of physical or mental
disability to continue the proper performance of his/her duties
hereunder for a period of 180 consecutive days. Upon
termination of the Period of Employment as a result of the
Executive’s de
