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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT IS SUBJECT TO THE
PROVISIONS OF SECTION 181.78 OF THE MINNESOTA STATUTES
Southwest Casino and Hotel Corp., a Minnesota corporation (the "Company"), and Tracie L. Wilson ("Employee") enter into this Employment Agreement ("Agreement") effective June 7, 2006 ("Effective Date"). Company and Employee are collectively referred to in this Agreement as the "Parties".
BACKGROUND:
A. Employee wishes to be employed by Company and Company wishes to employ Employee; and
B. The Parties wish to set forth the final binding terms of Employees employment by Company in this Agreement; and
C. The Parties agree to the term and conditions of Employees employment by Company as stated in this Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the Parties agreement as to Employees commencement or continuation of employment, the payment of compensation and other benefits (as defined in this Agreement), the Parties mutual agreements stated in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which Company and Employee acknowledge, the Parties agree as follows:
1.
Section 1.1 Term. Subject to the provisions of Section 5 of this Agreement regarding termination, Company agrees to employ Employee and Employee agrees to be employed by Company for a term ending June 1, 2007, which will renew automatically for additional one year terms subject to termination by either Party in accordance with Section 5 below.
Section 1.2 Duties.
a. Company will employ Employee on substantially a full-time basis. Employees primary responsibility will be acting as the chief financial and accounting officer of the Company. Initially, Employees title will be Chief Financial Officer (although Employee will not serve as the Companys principal financial and accounting officer for purposes of filings with the United States Securities and Exchange Commission until approved for that role by the Board of Directors). Employee will perform any and all other duties as the Chief Executive Officer, President, or Board of Directors may reasonably direct.
b. During the term of Employees employment by Company, Employee will devote her attention, and energy to the performance of Employees duties to Company. Employee will perform Employees duties under the supervision of
and report to the Chief Executive Officer and the President of Company. Employee and Company further agree and understand that Employee may engage in other activities during her employment under this Agreement, provided such activities do not conflict or interfere with the rendition of Employees duties and responsibilities as contemplated under this Agreement.
c. Employee represents and warrants to the Company, and acknowledges that the Company has expressly relied on this representation and warranty in hiring Employee, that Employee is not subject to any non-competition or other agreement that limits or prohibits Employee from serving the Company in the capacity described in this Agreement.
2. COMPENSATION
Section 2.1 Salary. For all services rendered by Employee, Company will pay Employee an annual salary of $140,000.00 (the "Salary"). Employees Salary will be subject to annual performance reviews and merit increases as determined by the Compensation Committee of the Companys Board of Directors. Company will pay the Salary in equal semi-monthly installments on the fifteenth and the last day of each month during the term of this Agreement (or, if the fifteenth or last day falls on a Saturday, Sunday or holiday, on the last business day preceding the fifteenth or last day of each month).
Section 2.2 Stock Option. Upon the execution of this Agreement by the Parties, the Company shall grant Employee, under the terms of the Companys 2004 Stock Incentive Plan, an incentive stock option, exercisable for 10 years, to purchase 50,000 shares of Employers Common Stock at an exercise price equal to the closing share price of the Companys common stock on the Over-the-Counter Bulletin Board market on that date (the "Option"). The option will become exercisable ("vest") over three years in 12 equal installments on the last day of each fiscal quarter of the Company during which Employee is employed. Except as otherwise stated in the written option agreement, the Option will be subject to all terms and conditions of the 2004 Stock Incentive Plan.
Section 2.3 Bonus. Employee will be eligible for bonus compensation if and when determined by the CEO and President of the Company and approved by its Compensation Committee of the Board of Directors. Employee acknowledges that the Compensation Committee is in the process of evaluating the Companys overall compensation and benefits policies and may adopt bonus or incentive plans applicable to Employee. If the Company adopts such a bonus or incentive plan or plans, Employees bonus compensation, if any, will be determined in accordance with the bonus or incentive compensation plan or plans established by the Company. All bonus compensation will be at the discretion of the Company.
Section 2.4 Benefits. During Employees employment under this Agreement, Employee is entitled to participate in those employee benefits or benefit plans Company provides from time to time to other full-time employees, including, but not limited to, health insurance coverage. Company is not required to provide any benefit or benefit plans. Company reserves the right to unilaterally add to, amend or terminate all or any of Employees benefits without prior notice, subject to the terms and conditions of such plans and to applicable laws.
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Section 2.5 Vacation. Employee will receive three weeks of paid vacation per year. The Company has established its paid vacation policy based on the belief that both the employee and the employer benefit when employees take vacations. For that reason, Southwest prefers strongly that employees take their entire allotted vacation each year. Unused vacation time will not carry forward into subsequent years.
Section 2.6 Reimbursement of Expenses. Company will reimburse Employee for all reasonable and necessary out-of-pocket expenses incurred at the request of Company in the performance of employees duties under this Agreement subject to providing adequate written documentation of such expenses.
3.
Section 3.1 Licensing. Employee represents and warrants to the Company that Employee does not know of any reason, whether from Employees professional or personal life, that Employee will be unable to receive a gaming license from any gaming regulatory body that has jurisdiction over the Company or any of its operations. Employee represents and warrants to the Company that Employee has not been charged with or convicted of fraud; been convicted of or plead guilty or no contest to any criminal offense (other than minor traffic violations), has not been found to have violated any gaming law, regulation or rule in any jurisdiction, and has not had any gaming license revoked or any application for a gaming license denied. Employee acknowledges that the Company expressly relied on Employees representations that Employee was not aware of any reason Employee would not be able to receive a gaming license in offering to employ or continuing to employ Employee. Employee further acknowledges that failure to receive any gaming license may be grounds, at the sole discretion of the Company, for demotion or termination of Employee with cause.
Section 3.2 Insider Trading Policy. Employee acknowledges that the Company is a wholly-owned subsidiary of Southwest Casino Corporation and that securities of Southwest Casino Corporation are traded in the public markets and subject to the periodic reporting requirements of the Commission. Employee further acknowledges that, in her role as Chief Financial Officer, Employee will frequently possess material non-public information regarding the Company and Southwest Casino Corporation. Employee agrees that she will not engage in any transaction in Southwest Casino Corporation securities while in possession of material non-public information regarding the Company or Southwest Casino Corporation. Employee acknowledges that engaging in any transaction in Southwest Casino Corporation securities while in possession of material non-public information, or providing material non-public information to any third party who engages in any transaction in Southwest Casino Corporation securities, may violate federal securities laws. Employee agrees to abide the provisions of Southwest Casino Corporations insider trading policy for executive officers in connection with any transaction in Southwest Casino Corporation securities by Employee or members of Employees immediate family.
Section 3.3. Third-Party Information. Employee understands and acknowledges that the Company has a policy prohibiting the receipt by the Company of any confidential information in breach of the Employees obligations to third parties and does not desire to receive any confidential information under such circumstances. Accordingly, the Employee will not disclose to the Company or use in the performance of any duties for the Company any confidential information in breach of an obligation to any third party. The Employee represents that the Employee has provided the Company with a copy of any agreement by which the
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Employee is bound that restricts the Employees use of any third partys confidential information.
Section 3.4. Non-Competition Agreements. Employee represents and warrants to the Company that the Employee is not currently subject to a non-competition, confidentiality or other similar agreement with a former employer that prohibits the Employee from working for the Company.
4.
Section 4.1 Confidential Information. Employee acknowledges that the confidential information and data obtained by her during the course of her performance under this Agreement (or her work prior to the date hereof for Company, if any) concerning the business or affairs of Company (the "Confidential Information") are the property of Company. Employee agrees that she will not disclose to any unauthorized persons or use for her own account or for the benefit of any third party any of such Confidential Information or data without the written consent of the President of the Company, either during the term of her employment or after the termination thereof for a period of three years. Employee agrees to deliver to Company at the termination of her employment all memoranda, notes, plans, records, reports and other documentation (and copies thereof) relating to the business of Company or the Enterprise which she may then possess or have under her control.
Section 4.2 Title. Subject to the provisions of the attached Exhibit
