EXHIBIT - 10.22
DEFERRED COMPENSATION AGREEMENT
This Deferred
Compensation
Agreement (the "Agreement") is made this Twenty
Second day of November, 2006, between Waterford Gaming, L.L.C., a Delaware
limited liability
company ("Gaming") and
Alan Angel ("Angel").
This Agreement
entirely replaces and supersedes the agreement dated November 17,
2003.
PRELIMINARY STATEMENT
The following is a recital of certain facts upon which this
Agreement is based:
Gaming was formed on September 30, 1996, to hold a 50% partnership interest in
Trading Cove Associates, a Connecticut general partnership ("Trading Cove"),
which was the former
manager and the
original developer of the Mohegan Sun
Gaming and
Entertainment
Complex located in Uncasville, Connecticut (the
"Mohegan Sun"),
which is owned by the
Mohegan Tribe of Indians of Connecticut.
Through December 31, 2014, Trading Cove is entitled to receive
payments equal to
5% of the gross
revenues generated by
the Mohegan Sun,
including its recently
completed expansion.
Gaming derives
all of its income, other than interest income, from its
partnership interest in Trading Cove.
As of June 11, 2003, Gaming, and its affiliate, Waterford Gaming Finance
Corp.,
a Delaware corporation
("Gaming Finance"), issued notes in the total sum of
$155,000,000 (the "Notes") which will mature on September 15,
2012.
Gaming currently
anticipates that a substantial portion, and possibly all, of
Gaming's assets will be expended in satisfying Gaming's obligations under the
Notes.
Angel is an employee of Mystic Suites, L.L.C., a Connecticut limited liability
company ("Mystic"),
an affiliate of Gaming and has been instrumental in
assisting Gaming with
all of its financial
activities including
structuring,
negotiating and
completing
the offering and issuance of the Notes. In
recognition of Angel's extraordinary performance on behalf of Gaming in
causing
the Notes to be issued, and as an inducement to Angel to remain in
the employ of
Mystic or one or more
of Mystic's
affiliates,
Gaming has agreed to make an
extraordinary payment
to Angel if and only to the extent that funds are
available to Gaming to
do so, all upon the
terms and conditions
set forth in
this Agreement.
Now, therefore, the parties hereto agree as follows:
1. Deferred
Compensation
Payments. In recognition of Angel's
activities in
assisting Gaming
in the issuance of the Notes, and subject to the
provisions of Section 2 hereof, for each quarter beginning with the
quarter
ending September
30, 2012, Gaming agrees to pay to Angel on
each Payment
Date
(as herein defined),
based on Gaming's
financial statements
for the
applicable quarter,
5% of: (a) amounts received by Gaming during the
quarter from each and
every source; minus (b) debts and obligations
actually incurred
by Gaming or Gaming
Finance during the quarter in the
ordinary course of their respective businesses, not including bonuses or
any
other form of
compensation paid by
Gaming and Gaming Finance to their
respective officers,
directors,
shareholders,
or partners, other than
compensation paid to
Len Wolman under his Employment Agreement with Gaming
("Deferred Compensation Payment").
2. Payment
Provisions.
Notwithstanding
anything herein to the contrary
contained, the Deferred Compensation Payments shall only be due and
payable
as
follows:
(i) The full amount of
a Deferred
Compensation Payment
shall be paid to Angel
if,
on a Payment Date,
Angel is then an employee of Mystic or an Affiliate
(as
herein defined) of Mystic.
(ii) The full amount of a Deferred Compensation Payment shall be paid to Angel
(or
to his heirs, if
applicable) if Angel has died or has become Disabled
(as
herein defined) prior to a Payment Date and at the time of
Angel's
death or Disability,
Angel was employed by Mystic or an Affiliate of
Mystic.
(iii) A portion of a Deferred Compensation Payment shall be paid to
Angel, which
portion is to be
proportionate to the amount by which Angel has Vested (as
herein defined) on a
Payment Date,
if, on or prior to
such Payment Date,
Angel has been
terminated by Mystic
or an Affiliate of
Mystic other than
for
Cause (as herein defined).
All Deferred Compensation Payments shall be made on a 1099
basis.
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3. Definitions. For
purposes of this Agreement, the following definitions shall
apply:
"Affiliate" shall mean: (i) any Person that, directly or
indirectly, through one
or more intermediaries, controls or is controlled by or is
under common control
with the specified
Person; (ii) any person that is an officer
or director of,
member or partner
in, or trustee or legal representative of or serves in a
similar capacity with
respect to the specified Person or of which the specified
Person is an officer,
director, member,
partner, or trustee or with respect to
which the specified Person serves in a similar capacity;
(iii) any Person
that,
directly or indirectly, is the beneficial owner of, or
controls, 10% or more of
any class of equity
securities of or
otherwise has a
substantial
beneficial
interest (10% or more)
in, the specified Person, or of which the specified
person is directly or indirectly the owner of 10% or more of
any
