Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL
RELEASE
THIS SEPARATION AGREEMENT AND
GENERAL RELEASE (this “ Agreement ”)
is made and entered into as of the 16th day of June, 2008, by and
between STATION CASINOS, INC. , a Nevada corporation (the
“ Company ”), and LORENZO J. FERTITTA
(the “ Executive ”).
WHEREAS , the
Company and the Executive are parties to an Employment Agreement
dated as of November 7, 2007 (collectively, the “
Employment Agreement ”); and
WHEREAS , the
Executive desires to resign his employment with the Company;
and
WHEREAS , the
Company and the Executive have agreed that the Executive will
resign his employment with the Company effective June 30, 2008
(the “ Termination Date ”).
NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein
and for other good and valuable consideration, the Company and the
Executive (each individually a “ Party ” and
together the “ Parties ”) agree as follows:
1.
Termination Of
Employment .
(a)
The resignation by the
Executive shall constitute a “Termination by the
Executive” pursuant to Section 6.3 of the Employment
Agreement. The Company hereby waives the one hundred eighty
(180) day notice period for any such termination by the Executive
pursuant to Section 6.3 of the Employment
Agreement.
(b)
Except as otherwise
provided in the following sentence, the Executive shall end his
employment and resign all offices and board memberships with the
Company and its subsidiaries and affiliates effective as of the
Termination Date. Notwithstanding the foregoing, the
Executive shall (i) remain a member of the Board of the
Directors of the Company, (ii) remain as an officer and member
of the Board of Managers of Fertitta Colony Partners LLC,
(iii) remain as an officer and member of the Board of Managers
of Fertitta Partners LLC, and (iv) remain as an officer and
member of the Board of Managers of FCP Voteco, LLC.
2.
Survival of Certain Employment
Agreement Provisions . The Parties acknowledge and agree that
the provisions of Section 8.2 (“No Mitigation; No
Offset”), Section 9 (“Special
Reimbursement”), Section 10
(“Indemnification”) and Section 11
(“Confidential Information”) of the Employment
Agreement (collectively, the “ Surviving Sections
”) shall survive the termination of the Employment Agreement
and the termination of the Executive’s employment with the
Company, and shall remain in full force and effect.
3.
Payments and
Benefits . Subject to the Executive’s
execution of this Agreement and the General Release (as defined in
Section 4 hereof), the Company shall pay or provide to
the Executive (subject to applicable employment and income tax
withholdings and deductions) the following payments and
benefits:
(a)
continued payments of Base
Salary (as defined in the Employment Agreement) through the
Termination Date;
(b)
for so long as the
Executive serves as a member of the Board of Directors of the
Company, continuation of the group medical and dental insurance
coverages for the Executive and his eligible dependents that are
substantially comparable to the coverages provided immediately
prior to the Termination Date; provided , however ,
that if the Executive enrolls in any medical or dental insurance
coverage provided by a future employer, the Company shall have no
further obligations respect to the continued Company coverages
(other than its obligations, if any, under COBRA);
(c)
reimbursement for expenses
incurred but not paid prior to the Termination Date; and
(d)
such rights to other
benefits as may be provided in the applicable plans and programs of
the Company, including, without limitation, the Deferred
Compensation Program, according to the terms and conditions of such
plans and programs.
4.
Release of
Claims . The Executive shall have no rights
under the Employment Agreement after the Termination Date, except
as otherwise provided in Section 2 hereof. In addition,
concurrently with the execution of this Agreement and as a
condition of the Executive’s receipt of the payments and
benefits provided for in Section 3 hereof, the Executive shall
execute the general release and covenant not to sue (the “
General Release ”), in favor of the Released Parties
(as such term is defined in the General Release) attached hereto as
Exhibit “A.” Notwithstanding the foregoing,
the Executive expressly reserves, and does not waive, (a) his
direct and indirect rights under that Second Amended and Restated
Operating Agreement of Fertitta Colony Partners LLC, dated as of
November 7, 2007, as the same may be amended from time to
time, (b) his direct and indirect rights under that Amended
and Restated Operating Agreement of Fertitta Partners LLC, dated as
of November 7, 2007, as the same may be amended from time to
time, (c) his direct and indirect rights under that Amended
and Restated Operating Agreement of FCP Voteco, LLC, dated as of
November 7, 2007, as the same may be amended from time to
time, and (d) his direct and indirect rights under that
Equityholders Agreement of Station Casinos, Inc., Fertitta
Colony Partners LLC and Fertitta Partners LLC, dated as of
November 7, 2007, as the same may be amended from time to
time.
5.
Cooperation
. The Parties agree
to cooperate fully with each other in order to achieve the purposes
of this Agreement and to take all actions not specifically
described herein that may be required to carry out the purposes and
intent of this Agreement.
6.
Notices
. All notices,
demands and requests required or permitted to be given to either
Party under this Agreement shall be in writing and shall be deemed
to have been given when delivered personally or sent by certified
or registered mail, postage prepaid, return receipt requested, duly
addressed to the Party concerned at the address indicated below or
to such changed address as such Party may subsequently give notice
of:
2
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If to the
Company:
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Station
Casinos, Inc.
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1505 S. Pavilion Center
Drive
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Las Vegas, Nevada
89135
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Attention: Richard J.
Haskins, Esq.
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If to the
Executive:
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Lorenzo J.
Fertitta
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1505 S. Pavilion Center
Drive
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Las Vegas, Nevada
89135
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7.
Entire
Agreement . This Agreement, including the exhibits
hereto, contains the entire ag
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