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RIVIERA HOLDINGS CORP. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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RELEASE OF ALL
CLAIMS
WHEREAS, on or about May 10,
2004, Riviera Holdings Corporation ("RHC"
or the "Company") attempted to grant an award of Six Thousand (6,000)
Company
Stock Options ("Attempted Grant") under the terms of the Company's
1996 Non
Qualified Non Employee Director Stock Option Plan ("1996 Plan") to
Vincent L.
DiVito ("Director:");
WHEREAS, subsequent to the
Attempted Grant, the Company discovered that
the 1996 Plan had terminated on July 1, 2003, rendering the Attempted Grant
null
and void;
WHEREAS, on March 10, 2005, the
Company's Board of Directors awarded
shares of Restricted Stock to recipients of the Attempted Grant subject to
approval of the Company's stockholders at the 2005 Annual Meeting, in an amount
equal to the Attempted Grant, at no cost to the Attempted Grant recipients; and
WHEREAS, the Restricted Shares
grant is subject to a five year vesting
schedule, vesting 20% each May 17, commencing with May 17, 2006; the Restricted
Shares immediately vest upon the death, disability, retirement upon attaining
the age of 62, termination for other than cause and in the event of a
change-in-control; and
FOR AND IN CONSIDERATION of the
issuance of Six Thousand (6,000) shares
of Company Restricted Stock issue at no cost to Director, the receipt and
sufficiency of which is hereby acknowledged, the undersigned Director hereby
agrees to fully release, acquit and forever discharge the Company, and all
other
persons, partnerships, firms, insurers, corporations, subsidiaries,
shareholders, officers, directors, employees, associates, and associations
related in any way, shape or form to Company (collectively, the
"Releasees"), of
and from all known and unknown claims, actions, causes of action and suits for
damages, at law and in equity, filed or otherwise, including, but not limited
to, loss of compensation, profits, interest and use, loss and diminishment of
estate, bad faith, breach of the covenant of good faith and fair dealing,
attorney's fees, costs and expenses, which Director now has or may subsequently
acquire, by reason of any loss of or damage to any property right or rights,
incident or event, any act or omission which is the subject of the events which
occurred on or about May 10, 2004, relating to the Attempted Grant.
IT IS ALSO UNDERSTOOD AND
AGREED, AND MADE A PART HEREOF:
That the issuance of the
Restricted Shares is not, nor is it to be
construed as an admission of liability on the part of any Releasee.
That this Release Of All Claims
extends and applies to and also covers
and includes all unknown, unforeseen, unanticipated and unsuspected injuries,
damages, loss and liability, and any resulting consequences, as well as those
known to exist by Director.
That this Release Of All Claims
is the entire, complete, sole and only
understanding and agreement of, by and between the undersigned Director and
Releasees pertaining to and concerning the subject matter and things expressed
herein, and there are no independent, collateral, different, additional or
other
understandings or agreements, oral or written, or obligations to be performed,
things to be done or payments to be made; and further, no promise, inducement
or
consideration other than the issuance of the Restricted Shares pursuant to the
Restricted Shares grant has been made or agreed upon by or on behalf of
Releasees.
That Releasees shall be held
harmless from and indemnified and defended
by the undersigned Director for and against all loss, damages, costs and
expenses, including reasonable attorney fees, liens, and all other sums which
the Releasees may hereafter incur, pay, be required or become obligated to pay
on account of any and every demand, claim or suit by or on behalf of the
undersigned Director for any loss of or damage to any property or property
right, injuries to any person as a result of any claim resulting from the
Attempted Grant on or about May 10, 2004, as provided in this Release of All
Claims, or for any contest or attempt to modify, change, reform, break, set
aside, nullify, cancel or negate this Release of All Claims or any part or
provision of this Release Of All Claims for any reason whatsoever.
BY SIGNING THIS RELEASE OF ALL
CLAIMS, THE UNDERSIGNED DOES HEREBY
ACKNOWLEDGE AND WARRANT:
That the Release Of All Claims
was first carefully read in its entirety
by or to the undersigned Director and was and is understood and known to be a
full and final, release, accord and satisfaction, discharge of all claims,
lens,
actions and causes of action and suits, and agreements to indemnify and defend
Releasees as above stated; and that all of the terms and provisions of this
document are contractual and not a mere recital; that the undersigned Director
is of legal age and capacity and competent to sign and execute this Release Of
All Claims and accepts fully responsibility therefore.
READ AND SIGNED this ____ day of
July, 2005.
Director
-----------------------------------
VINCENT L. DiVITO
RELEASE OF
ALL CLAIMS
WHEREAS, on or about May 10,
2004, Riviera Holdings Corporation ("RHC"
or the "Company") attempted to grant an award of Six Thousand (6,000)
Company
Stock Options ("Attempted Grant") under the terms of the Company's
1996 Non
Qualified Non Employee Director Stock Option Plan ("1996 Plan") to
Paul A.
Harvey ("Director:");
WHEREAS, subsequent to the
Attempted Grant, the Company discovered that
the 1996 Plan had terminated on July 1, 2003, rendering the Attempted Grant
null
and void;
WHEREAS, on March 10, 2005, the
Company's Board of Directors awarded
shares of Restricted Stock to recipients of the Attempted Grant subject to
approval of the Company's stockholders at the 2005 Annual Meeting, in an amount
equal to the Attempted Grant, at no cost to the Attempted Grant recipients; and
WHEREAS, the Restricted Shares
grant is subject to a five year vesting
schedule, vesting 20% each May 17, commencing with May 17, 2006; the Restricted
Shares immediately vest upon the death, disability, retirement upon attaining
the age of 62, termination for other than cause and in the event of a
change-in-control; and
FOR AND IN CONSIDERATION of the
issuance of Six Thousand (6,000) shares
of Company Restricted Stock issue at no cost to Director, the receipt and
sufficiency of which is hereby acknowledged, the undersigned Director hereby
agrees to fully release, acquit and forever discharge the Company, and all
other
persons, partnerships, firms, insurers, corporations, subsidiaries,
shareholders, officers, directors, employees, associates, and associations
related in any way, shape or form







