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Exhibit 10.32
MOHEGAN SUN EXECUTIVE EMPLOYMENT AGREEMENT
This is an employment agreement which we will hereinafter refer
to simply as the "Agreement," which I, Anthony
Patrone , of East Lyme, CT voluntarily enter into on behalf of
myself and my heirs, executors, administrators and assigns with my
employer, MOHEGAN TRIBAL GAMING AUTHORITY, acting on behalf of its
affiliates, successors, or assigns (the "MTGA" ) through its
President/Chief Executive Officer ("President/CEO") on this the
20th day of December, 2007.
WHEREAS , the MTGA is an instrumentality of the Mohegan
Tribe of Indians of Connecticut, a federally recognized Indian
tribe, owners and operators of, among other things, the Mohegan
Sun, a Class III gaming casino located on the Mohegan Reservation
and operated under the authority of the National Indian Gaming
Commission and the Indian Gaming Regulatory Act and pursuant to a
Compact with the State of Connecticut; and
WHEREAS , as an instrumentality of the Mohegan Tribe of
Indians of Connecticut, the MTGA is a sovereign Indian tribal
entity that is immune from unconsented suit; and
WHEREAS , the MTGA is willing to waive its sovereign
immunity for the purposes and to the extent set forth herein, in
consideration for my agreement to perform my obligations and duties
as an employee of the MTGA as such obligations and duties may be
established, modified, or assigned by the President/CEO of the MTGA
(or his authorized designee); and
WHEREAS , the MTGA acts with respect to its employees
exclusively through its President/CEO, in whom is vested sole legal
authority to make decisions with respect to my employment, the
continuation and/or termination of my employment, and the terms and
conditions of my employment;
THE MTGA AND I THEREFORE , in consideration of my
employment by the MTGA after the date of this Agreement and the
additional consideration set forth in Paragraph 3 of this
Agreement, which I acknowledge to be good and sufficient, set forth
our agreement and understanding with respect to my obligations as
an employee, as follows:
1. DEFINITIONS As used in this Agreement:
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(a) "MTGA" means the Mohegan Tribal Gaming Authority, its
successors and assigns, and any organizations or businesses
controlled by it.
(b) "Conflicting Organization" means me individually
and/or in affiliation with any person, group of persons, entity or
organization which is engaged in or is about to become engaged in
the design, development, administration, operation or marketing of
a gaming casino in competition with the MTGA.
(c) "Executive Assignment" means any
and all duties, assignments, titles, roles, or obligations that I
am expected to perform consistent with and in furtherance of the
MTGA’s business objectives.
(d) "Base Salary" means my regular salary as established
by the President/CEO and paid in regular periodic installments,
subject to any deductions required by applicable law, and does not
include any bonuses or additional compensation of any kind.
(e) "Non-Compete Area" means the States of Connecticut,
Rhode Island, Massachusetts, and New York.
2. MY COVENANTS
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(a) I will not, without express prior written permission of the
President/CEO of the MTGA, during my employment by the MTGA and for
a period of twelve (12) months following the
termination of that employment:
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(i) directly or indirectly engage in the gaming industry
within the Non-Compete Area;
(ii) contact for the purpose of soliciting business any
person or entity who was at any time a patron of or vendor or
supplier or vendor to the MTGA;
(iii) perform services of any kind for any person or
entity that was at any time a patron of or vendor or supplier to
the MTGA; or
(iv) directly or indirectly hire or offer to hire any
employee of MTGA, contact, or solicit, directly or indirectly, any
other employee of the MTGA for the purpose of recruiting such other
employee for employment for another employer.
(b) I also covenant and agree that in the event that I
voluntarily terminate my employment by resignation, I shall deliver
written notice of my intention to terminate my employment sixty
(60) days in advance of my termination date to the
President/CEO. I understand and acknowledge that if I exercise my
right to terminate my employment, my covenants not to compete
remain in full force and effect for the duration and within the
Non-Compete Area as set forth herein.
(c) I acknowledge that my skills are transferable or
applicable to industries or entities which are not in competition
with the MTGA and/or that I may engage in the gaming industry
outside the Non-Compete area, so that my covenants against
competition with the MTGA will not prevent me from providing for
myself and my family. I understand that I may make a written
request to the President/CEO of the MTGA for a waiver of any of the
provisions of this Paragraph 2, and that the decision of
the President/CEO in response to any such request
for waiver shall be final and shall not be subject to an appeal or
review in any forum.
3. CONSIDERATION
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In consideration for my obligations and undertakings herein,
expressly including my covenant not to compete with the MTGA:
(a) The MTGA shall, upon the final execution of this
Agreement by me and by the President/CEO, increase my Base Salary
by 5 percent to $330,750.00;
(b) I understand that if I voluntarily terminate my
employment by resignation and give the written notice required by
Paragraph 2(b) , the MTGA shall continue to pay my Base
Salary from the date of my notice of resignation through and
including the sixtieth (60 th
) calendar day following my delivery of
resignation notice, so long as I remain fully in compliance with
all of my other covenants under this Agreement.
(c) If the MTGA exercises its right to terminate my
employment at its discretion pursuant to Paragraph 4(a) and
without "cause" as set forth in Paragraph 4(b), then the
MTGA shall pay me:
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(i) my Base Salary in regular installments at the same
Base Salary rate as was in effect at the date of my termination for
a period of one calendar year from the date of my termination,
and
(ii) a lump sum in the amount of twenty five thousand
dollars ($25,000.00) for relocation expenses subject to all
deductions required by applicable law.
I hereby acknowledge that the foregoing represents good and
sufficient consideration to which I am not otherwise entitl
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