EXHIBIT 10.1A
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT
AGREEMENT (the
"Agreement") is made
and entered into
effective this 29th day of July 2004 by and
between Natalie Schramm (hereinafter
referred to as "Employee") and Peninsula Gaming, LLC, a Delaware limited
liability company (hereinafter referred to
as "Employer").
WHEREAS, the
Employer and the Employee desire to enter into an
employment agreement on the terms and
conditions hereinafter provided.
NOW, THEREFORE, in consideration of the promises made in this
Agreement
and for other good and valuable
consideration,
the receipt and
sufficiency of
which are acknowledged by the parties, the
parties agrees as follows:
1. TERM OF AGREEMENT.
The term of the
Agreement shall be for
a three
(3) year period commencing July 1, 2004 through June 30, 2007 (the "Initial
Term"). This Agreement shall automatically renew and continue for
successive
one-year terms commencing at the end of the Initial Term and every year
thereafter, unless either party gives the other party
written notice of the
party's intention not to renew this
Agreement for a further one-year term at
least thirty (30) days prior to the
expiration of a term,
unless terminated
by
agreement of the parties or pursuant to
Section 2 of this Agreement (the Initial
Term, together with any subsequent
renewal period,
hereinafter referred
to as
the "Term").
2. TERMINATION. This Agreement may be terminated at any time before
any
expiration date by the agreement of the parties, and may be terminated by
Employee upon ninety (90) days advance
written notice to the Chief Executive
Officer of the Employer. In the event that this
Agreement is terminated by
Employee upon ninety (90) days advance written notice, Employee shall be
entitled to continue receiving her regular salary for so long as Employee
is
permitted to and actually continues to render services to Employer during the
ninety (90) day period following such notice. If Employee is directed by
Employer to cease work prior to expiration of the ninety (90) day period,
Employee shall nevertheless be entitled to receive her regular
salary for the
ninety (90) day period. In addition, this Agreement may be terminated by the
Employer immediately upon the occurrence of any of the
following events:
(a)
Employee's death, (b) Employee becoming physically or mentally disabled (a
"Disability"), which Disability renders
Employee unable to perform, as certified
by a mutually agreeable competent medical physician,
a substantial
portion of
Employee's duties hereunder for a continuous period of sixty (60) days or a
total of ninety (90) days in any three
hundred sixty-five
(365) day period, (c)
Employee's commission of an act of
embezzlement, fraud, misappropriation against
the Employer, (d) Employee's conviction of,
or entry of a plea of guilty or nolo
contendere or its equivalent of, a felony,
(e) Employee's
continued neglect
or
failure to discharge Employee's duties or responsibilities or the repeated
taking of any action prohibited by
Employee's immediate supervisor, the managing
member or the board of managers of the Employer materially affecting the
fundamental operating results of the Employer, or Employee's engagement of
conduct injurious to the Employer or
having an adverse effect on the Employer's
reputation or business operations, all of which threatens or is likely to
threaten the licensed status of the Employee or the Employer, (f) the
revocation, suspension for more than thirty (30) days, or
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voluntary relinquishment of any gaming
license necessary for the performance of
Employee's duties hereunder, or (g) Employee's breach or violation of any
material term or material provision of this
Agreement; provided,
however, that,
in the case of clauses (e), (f) and (g) of this
Section 2,
Employee shall be
entitled to thirty (30) days notice of
termination, during which thirty (30) day
period Employee shall have the right to
remedy any such breach or default, but
in no event will Employee be entitled to more than one thirty
(30) day notice
for breach of violation of the same
offense; subsequent
commission of the
same
offense shall warrant immediate termination. In the event of a termination
of
this Agreement by Employer, other than for violation or breach
of subparagraphs
(a), (b), (c), (d), (e), (f) or (g) or this
paragraph,
during any Term of
the
Agreement, Employee shall be entitled to
receive as severance pay the greater of
(a) the balance of base compensation due to Employee for the
remainder of the
Term, or (b) twelve month's compensation, which payments shall be made as
they
would otherwise have become due under the
payroll schedule of Employer. Employee
shall also be entitled to receive a prorated share of the cash bonus to
which
Employee otherwise would be entitled had
Employee's employment
continued to the
end of the Term, as provided in paragraph
4(a). In addition, the
employee shall
also be entitled to receive the
immediate payment for the value of all
Granted
Units previously vested, as described in paragraph 4 (b) below.
3. DUTIES.
Employee shall carry out the duties and
responsibilities
generally as identified as the Chief Financial Officer of the Employer and
General Manager of the Diamond Jo, LLC, consistent with the terms of the
Position Description appended to the Agreement as Exhibit A and which may be
amended from time to time, consistent with the above-defined general
responsibilities by the Employer's Chief Executive Officer. Employer
acknowledges and agrees that Employee,
in her sole
discretion,
shall set the
time period, number of hours and location that
Employee works in carrying out
her duties under this Agreement.
Employer further
acknowledges and
agrees that
Employee may provide consulting and other services to third parties,
provided
such services do not significantly
interfere with the
performance of Employee's
duties under this Agreement, and further
provided such services would not result
in a breach by Employee of the
non-competition or non-disclosure agreements set
forth in Section 8 of this Agreement.
4. COMPENSATION AND BENEFITS.
a. Employee shall be paid by Employer (i) as compensation
for
her services for the twelve month period commencing on the date hereof
the base annual salary of Two Hundred Thirty Thousand Dollars
($230,000). Employee's
base annual salary shall be reviewed on an
