Exhibit 10.8
EXECUTIVE EMPLOYMENT AGREEMENT
(TEMPORARY)
This Employment Agreement
(“Agreement”), including the attached Exhibit
“A,” is entered into between the Inn of the Mountain
Gods Resort and Casino, a Mescalero Apache Tribal enterprise,
having offices at 287 Carrizo Canyon Road, Mescalero, New Mexico
88340 (“Employer”), and Melissa S. Linton, CPA, MBA, an
individual currently residing at Ruidoso, New Mexico
(“Employee”), to be effective as of 5 th day of
December, 2007 (the “Effective Date”).
WITNESSETH
WHEREAS, Employer desires to
temporarily employ Employee in the position set forth on Exhibit
“A” and under the terms and conditions set forth in
this Employment Agreement;
WHEREAS, Employee is willing
to accept temporary employment with Employer under the terms and
conditions set forth in this Employment Agreement;
WHEREAS, the temporary nature
of the Employment Agreement between Employer and Employee, same
shall be an at will employment; and
NOW, THEREFORE, for and in
consideration of the mutual promises, covenants, and obligations
contained herein, Employer and Employee agree as follows:
ARTICLE 1: EMPLOYMENT AND DUTIES:
1.1 Employer agrees to employ
Employee, and Employee agrees to be employed by Employer, beginning
as of the Effective Date and continuing until the date set forth on
Exhibit “A” (the “Term”), subject to the
terms and conditions of this Agreement.
1.2 Employee initially shall be
employed in the position set forth on Exhibit “A.”
Employer may subsequently assign Employee to a different position
or modify Employee’s duties and responsibilities; Employee
agrees to serve in the assigned position and to perform diligently
and to the best of Employee’s abilities the duties and
services appertaining to such position as determined by Employer,
as well as such additional or different duties and services
appropriate to such position which Employee from time to time may
be reasonably directed to perform by Employer. Employee shall at
all times comply with and be subject to such policies and
procedures as Employer may establish from time to time.
1.3 Employee shall, during the period
of Employee’s employment by Employer, devote Employee’s
full business time, energy, and best efforts to the business and
affairs of Employer and its Enterprises or other entities. Employee
may not engage, directly or indirectly, in any other business,
investment, or activity that interferes with Employee’s
performance of Employee’s duties hereunder, is contrary to
the interests of Employer, or requires any significant portion of
Employee’s business time.
- 1 -
1.4 In connection with
Employee’s employment by Employer, Employer shall endeavor to
provide Employee access to such information pertaining to the
business and services of Employer as is appropriate for
Employee’s employment responsibilities.
1.5 Employee acknowledges and agrees
that at all times during the employment relationship Employee owes
fiduciary duties to Employer, including but not limited to the
fiduciary duties of the highest loyalty, fidelity and allegiance to
act at all times in the best interests of the Employer, to make
full disclosure to Employer of all information that pertains to
Employer’s business and interests, to do no act which would
injure Employer’s business, its interests, or its reputation,
and to refrain from using for Employee’s own benefit or for
the benefit of others any information or opportunities pertaining
to Employer’s business or interests that are entrusted to
Employee or that Employee learned while employed by Employer.
Employee acknowledges and agrees that upon termination of the
employment relationship, Employee shall continue to refrain from
using for Employee’s own benefit or the benefit of others any
information or opportunities pertaining to Employer’s
business or interests that were entrusted to Employee during the
employment relationship or that Employee learned while employed by
Employer. Employee agrees that while employed by Employer and
thereafter Employee shall not knowingly take any action that
interferes with the internal relationships between Employer and its
employees or representatives or interferes with the external
relationships between Employer and third parties.
1.6 Employee understands and
acknowledges that this is an at will employment . Employee
understands and acknowledges that the terms and conditions of this
Agreement constitute confidential information. Employee shall keep
confidential the terms of this Agreement and shall not disclose
this confidential information to anyone other than as required by
law. Employee acknowledges and understands that disclosure of the
terms of this Agreement constitutes a material breach of this
Agreement and could subject Employee to disciplinary action,
including without limitation, termination of employment.
ARTICLE 2: COMPENSATION AND BENEFITS:
2.1 Based on the temporary nature of
the Employment arrangement between Employer and Employee, Employee
shall not participate in the benefit package available for
permanent employees.
2.2 The temporary Employee
acknowledges that two (2) holidays will be celebrated during
the time that Employee is employed as a temporary Employee.
Employee shall be entitled to a leave from the job for a period of
December 24-25, 2007 and for New Years day, 2008.
2.3 Any further leave from the
position by Employee after requesting such leave, shall be by
deduction for the day or days as personal leave.
- 2 -
2.4 All calculations for pay to
Employee will be on the basis of $22,500.00 per month. Where
applicable, the first pay period and the last period may be
prorated to coincide with the payroll closing date for the
Employer.
2.5 While employed by Employer,
Employee shall be entitled to reimbursement for all reasonable
expenses, including travel and entertainment, incurred by Employee
in the performance of Employee’s duties. Where time allows,
any such request for expenditure shall be approved in advance by
the Chief Operating Officer. Employee will maintain records and
written receipts as required by the Employer’s policy and
reasonably requested by the Employer to substantiate such
expenses.
2.6 Employer may withhold from any
compensation, benefits, or amounts payable under this Agreement all
federal, state, or other taxes as may be required pursuant to any
law or governmental regulation or ruling.
ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS
OF SUCH TERMINATION:
3.1 As set forth above, the
employment of Employee is on a temporary basis. Either Employer or
Employee upon the giving of two weeks notice, may terminate this
agreement at any time during the term of the Executive Employment
Agreement (Temporary). In the event of any termination, wages shall
be paid to Employee through the last day of such employment.
ARTICLE 4: CONTINUATION OF EMPLOYMENT BEYOND TERM; TERMINATION
AND EFFECTS OF TERMINATION:
4.1 The present agreement between
Employer and Employee is for the employment of Employee for Ninety
(90) days. Without committing either party to future
employment the parties agree that they will visit the future status
and employment of Employee at the conclusion of the term of this
Agreement. Should the Employment of the Employee continue beyond
the expiration of the terms specified on Exhibit “A”,
such employment shall continue as an at will employment under the
same terms and conditions as set forth herein. Upon such
termination of the employment relationship between Employer and
Employee, for any reason whatsoever, all future compensation to
which Employee is entitled and all future benefits for which
Employee is eligible shall cease and terminate. Employee shall be
entitled to prorata salary through the date of such
termination.
ARTICLE 5: MESCALERO APACHE TRIBE LAWS, MESCALERO APACHE TRIBAL
GAMING COMMISSION REGULATIONS AND UNITED STATES INDIAN GAMING
REGULATORY ACT AND OTHER LAWS:
5.1 Employee shall at all times
comply with applicable Mescalero Apache Tribal laws, Mescalero
Apache Tribal Gaming Commission regulations and United States laws
applicable to Employee’s actions on behalf of Employer,
including specifically, without limitation, the Tribal Gaming
Ordinance and the United States Indian Gaming Regulatory Act,
generally codified in 25 USC 2701 (“IGRA”), as the IGRA
may hereafter be
- 3 -
amended,
and/or its successor statutes. If Employee pleads guilty to or nolo
contendere or admits civil or criminal liability under the IGRA or
other applicable United States law, or if a court finds that
Employee has personal civil or criminal liability under the IGRA or
other applicable United States law, or if a co
|