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Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of the
14th
day of October, 2005 ("Effective Date") by
and between the River Rock
Entertainment Authority ("Authority"), a
governmental instrumentality of the Dry
Creek Rancheria Band of Pomo Indians
("Tribe"), on behalf of its Tribal
governmental gaming project, the River Rock
Casino ("Casino"), and Norman Runyan
("Employee"), and succeeds and supersedes
that certain Employment Agreement
("Initial Agreement") made and effective as
of the 14th of October, 2002 by and
between the Tribe, predecessor in interest
to the Authority, and Employee.
The parties hereto
expressly intend that this Agreement describe
Employee's relationship as an employee of
the Casino and not as a contractor,
including but not limited to not being a
contractor as that term is used in 25
USC ss. 2711 and 25 CFR ss. 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 Casino hereby employs
Employee, and Employee hereby continues his
employment by the Casino, as its Chief
Operations Officer (COO). As COO,
Employee shall undertake responsibility for
the day-to-day operational
responsibilities for the Casino, assist in
the development of the Casino and
other gaming related entities of the
Authority as the Board shall direct, and
carry out such other duties as are set
forth in Section 2. Employee shall report
to, be accountable to and work under the
authority of the Authority's Board of
Directors (the "Board"), the CEO of the
Authority, the Casino General Manager,
and such other Tribal entities as the
Authority or, if the Authority shall cease
to exist, the Tribe may thereafter
designate.
2. REPORTING AND DUTIES. Employee shall report directly to the CEO
of
the Authority and General Manager of the
Casino with respect to all operations
and expenditures of the Casino and
otherwise to the extent requested by the
Board. Without limiting the foregoing,
Employee shall perform such executive
duties as are commonly attendant upon the
office of a casino Chief Operations
Officer (COO) and such further executive
duties as may be specified from time to
time by the Board, the CEO or the General
Manager (in that order of precedence),
which shall include:
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(a) Assisting
the CEO/General Manager with the overall
responsibility of managing, directing and supervising the
design, development, construction and operation of the Casino;
(b) Enforce
the River Rock Casino mission statement;
(c) Provide
leadership to all personnel and management of the
Casino;
(d) In
collaboration with Human Resources, responsible for the
selection, assignment, re-assignment, structure of any and all
employees, department, duties, responsibilities and
organizational charts, and the implementation for personnel,
wage and benefit policies approved by the Board for the
employees of the Casino;
(e) Assist in
the development of short and long term goals and
objectives for the operation;
(f)
Preparation of
annual operating budgets and required
modifications to such budgets, subject to the approval of the
Board, and implementation of such budgets;
(g) Oversee
the marketing plan in conjunction with the Marketing
Manager, which includes all promotions, sponsorships,
advertising, media, and public relations;
(h) Assist in
the analysis of Casino to ensure maximum efficiency;
(i) Planning
and preparation for food and beverage and other
services of the Casino;
(j)
Responsible for the overall ambience, maintenance and
cleanliness of the Casino;
(k) Optimize
operational efficiency, increase cost effectiveness
and ensure that quality assurance programs are adopted and
implemented;
(l) Work with
Human Resources in the Recruitment and hiring of
managers, supervisors, and employees of the Casino according
to the Tribal TERO plan
(m)
Development and implementation of programs for training Tribal
members for supervisory and management positions in accordance
with the preference policies of the Tribe and the Casino;
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(n)
Preparation, implementation and direction of Authority and
Casino compliance programs, including assurance that the
Casinos 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 and other applicable laws as well as agreements
to which the Tribe and/or the Authority is a party;
(o)
Preparation, implementation and direction of programs to
assure that the Casino meets all federal, Tribal and Compact
requirements for internal controls, including establishment
and enforcement of policies designed to maintain the integrity
of the Casino and any other Tribal or Authority gaming
operations to which Employee is assigned, for the protection
of the Tribe, the Authority, the Board, the Casino, its
customers and the public in accordance with law and standards
in the industry; and.
(p) Attend all
required meetings and trainings.
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. The parties acknowledge
that this agreement succeeds and supersedes
the Initial Agreement. It is the
intent of the parties hereto that there
shall be no gap in the Employee's
employment between the expiration and
termination of the Initial Agreement and
the commencement of the Term, and that
Employee's employment shall be deemed to
have been continuous from the commencement
of the Initial Agreement through the
date of termination of this Agreement..
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
Casino as a competitor or otherwise without
the express prior written consent of
the Board in its sole discretion.
5. COMPENSATION.
(a) Employee will be paid a base salary of Two Hundred Fifty
Thousand
Dollars ($250,000.00) per annum ("Base Compensation"), subject
to
applicable
withholding taxes and required deductions.
(b) Payments in discharge of the Base Compensation shall be paid
in
1/26 payments thereof every other workweek on the day established
for
payroll payments to other employees of the Casino.
(c) Employee's Base Compensation shall be increased annually,
effective
on the anniversary of the Effective Date ("Anniversary Date"), by
seven
percent (7%) unless otherwise agreed in writing by both
parties.
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(d) Employee shall be paid an annual bonus of not less than
seven
percent (7%) and not more than twenty-five percent (25%), as
determined
by the Board in its sole discre
