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.”
(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.
(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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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)
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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)
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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)
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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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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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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)
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Health and
welfare benefits shall be fully paid by the Company and run
concurrently with salary continuation.
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(iii)
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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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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
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