SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL
RELEASE
THIS
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the
"Agreement") is effective as of the 28th day of September 2007
(the " Effective Date "), by and between and Black
Gaming LLC, a Nevada limited liability company (as successor
or assignee of Virgin River Casino Corporation, a Nevada
Corporation, RBG, LLC, a Nevada limited liability company, and
Casablanca Resorts, LLC, a Nevada limited liability company)
(the "Company"), and Jonathan Lowenhar
("Employee").
RECITALS
A. Employee
was employed by Company as Company's Chief Operating Officer
pursuant to an Employment Agreement, dated April 1, 2005 ("
Employment Agreement "), which provides for certain
payments and benefits in the event that Employee's employment
is terminated under certain circumstances;
B. Employee
and Company have agreed to terminate the Employment Agreement
effective as of the Effective Date subject to the terms and
conditions provided herein; and
NOW,
THEREFORE, in consideration of the mutual covenants and
promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree that the foregoing recitals
are true and correct, and further agree as
follows:
AGREEMENT
1.
Severance Payment; Release .
1.1.
Severance Payment . In consideration of the
termination of the Employment Agreement, on the Effective
Date Company shall pay to Employee, as severance pay, the
lump sum amount of Three Hundred and Two Thousand Dollars and
00/100 ($302,000.00) by wire transfer of immediately
available funds to such account or accounts as Employee
designates in writing by the close of business on the
Effective Date hereof (" Severance Payment
"). Such Severance Payment shall be subject to
ordinary withholding and represents the sole and exclusive
sum that Company will ever pay Employee in consideration of
the cessation of employment with the Company.
1.2.
Release by Employee . For and in
consideration of the Severance Payment and the termination of
the Employment Agreement, Employee does hereby REMISE,
RELEASE AND FOREVER DISCHARGE the Company, its affiliates,
predecessors, subsidiaries and parents, and their present or
former officers, directors, shareholders, employees, and
agents, and its and their respective successors, assigns,
heirs, executors, and administrators and the current and
former trustees or administrators of any pension or other
benefit plan applicable to the employees or former employees
of the Company (collectively, "Releasees") from all causes of
action, suits, debts, claims and demands whatsoever in law or
in equity, which the Employee ever had, now has, or hereafter
may have, whether known or unknown, or which the Employee's
heirs, executors, or administrators may have, by reason of
any matter, cause or thing whatsoever, from any time prior to
the date of this Agreement, and particularly, but without
limitation of the foregoing general terms, any claims arising
from or relating in any way to the Employee's employment
relationship with the Company, the terms and conditions of
that employment relationship, and the termination of that
employment relationship, including, but not limited to, any
claims arising under Title VII of the Civil Rights Act of
1964, the Americans with Disabilities Act, the Family and
Medical Leave Act of 1993, the Equal Pay Act, the Employee
Retirement Income Security Act of 1974, Nevada wages and hour
law, Nevada law pertaining to employment practices of any
kind; any other federal, state or local law regulating
employment, and any and all claims under the common law for
breach of express or implied contract, violation of the
covenant of good faith and fair dealing, violation of public
policy, negligence, slander, defamation, invasion of privacy,
false light, false imprisonment, trespass, breach of
fiduciary duty, intentional interference with business
relations, interference with prospective economic advantage,
intentional or negligent infliction of emotional distress,
intrusion, retaliatory or wrongful termination, punitive
damages, and wage claims. This Agreement is
effective without regard to the legal nature of the claims
raised and without regard to whether any such claims are
based upon tort, equity, implied or express contract or
discrimination of any sort.
1.3
Release by Company . For and in
consideration of the termination of the Employment Agreement,
Company does hereby REMISE, RELEASE AND FOREVER DISCHARGE
Employee, and, if Employee is a business entity, then its
affiliates, predecessors, subsidiaries and parents, and their
present or former officers, directors, shareholders,
employees, and agents, and its and their respective
successors, assigns, heirs, executors, and administrators
(collectively, " Employee Released Parties ") from all
causes of action, suits, debts, claims and demands whatsoever
in law or in equity, which Company ever had, now has, or
hereafter may have, whether known or unknown, by reason of
any matter, cause or thing whatsoever, from any time prior to
the Effective Date, and particularly, but without limitation
of the foregoing general terms, any claims arising from or
relating in any way to Employee's former employment
relationship with Company, the terms and conditions of that
employment relationship, and the termination of that
employment relationship; provided, however, that Company does
not release the Employee Released Parties from any
causes of action, suits, debts, claims and demands arising
out of any malfeasances, gross negligence, criminal
misconduct, fraud or gross dereliction in duty causing
substantial financial harm to Company committed by Employee
during the term of the Employment Agreement and occurring
prior to the Effective Date.
2.
Base Salary . In addition to the Severance
Payment, Employee is entitled to receive and shall receive all
outstanding Base Salary, as that term is defined in the
Employment Agreement, accrued through the Effective Date of
this Agreement, which payment shall be delivered to Employee
on the Effective Date.
3.
Public Statements . Employee and Company
mutually agree that neither party will disparage or subvert
the other party, or make any statement reflecting negatively
on the other party, its affiliates, or any of their officers,
directors, employees, agents or representatives, including,
but not limited to, any matters relating to the operation or
management of the Properties, Employee's prior employment
relationship with Company, and the termination of Employee's
employment, regardless of the truthfulness or falsity of such
statement. Employee and Company agree that any language
contained in any public statements, press releases, SEC
filings and similar statements and/or documents relating to
Employee's termination of his employment relationship with
Company, or any matters related thereto, shall be mutually
agreed upon in writing in advance by Employee and
Company. More specifically, the anticipated 8-K
filing shall state:
SECTION 5 – CORPORATE GOVERNANCE AND
MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b) On
September 26, 2007, Jonathan Lowenhar gave us notice of his
intent to resign as our Chief Operating Officer effective
September 28, 2007. As a result of his resignation,
the Executive Employment Agreement dated April 1, 2005 made by
our direct or indirect wholly owned subsidiaries Virgin River
Casino Corporation, RBG, LLC and Casablanca Resorts, LLC with
Mr. Lowenhar will terminate on the effective date of Mr.
Lowenhar’s resignation. The Executive
Employment Agreement was filed as an exhibit to our Form
10-K/A, as filed with the Securities and Exchange Commission
on April 25, 2006, and is incorporated herein by
reference.
On
September 28, 2007, we entered into a separation agreement
with Mr. Lowenhar (the “Lowenhar Agreement”)
pursuant to which we will pay Mr. Lowenhar a lump sum payment
of $302,000 which includes a $277,000 severance payment and a
$25,000 payment for a two-year non-compete
covenant. The Lowenhar Agreement also provides for
a mutual release of claims between us and Mr. Lowenhar and
contains customary confidentiality and non-solicitation
covenants by Mr. Lowenhar.
On
September 26, 2007, Scott DeAngelo gave us notice of his
intent to resign as our Vice President of Marketing effective
September 28, 2007. As a result of his resignation,
the Employment Agreement dated January 1, 2006 made by our
direct or indirect wholly owned subsidiaries Virgin River
Casino Corporation, RBG, LLC and Casablanca Resorts, LLC with
Mr. DeAngelo will terminate on the effective date of Mr.
DeAngelo’s resignation.
On
September 28, 2007, we entered into a separation agreement
with Mr. DeAngelo (the “DeAngelo Agreement”)
pursuant to which we will pay Mr. DeAngelo a lump sum payment
of $50,000 which includes a $37,500 severance payment and a
$12,500 payment for a two-
