STOCK TRANSFER AGREEMENT
THIS STOCK TRANSFER AGREEMENT (the "Agreement") is made as of
the 10th day of March, 2005, by and between Riviera Holdings
Corporation, a
Nevada corporation (hereinafter referred to as "Company") and
_____________
(hereinafter referred to as "Stockholder").
WITNESSETH
WHEREAS, Stockholder is an employee of the Company or one of
its subsidiaries; and
WHEREAS, Stockholder is or may become the owner of
________________ (______) shares of the Company's Common Stock,
$.001 par value
per share (the "Restricted Shares" or the "Shares") granted to the
Stockholder
pursuant to the Restricted Stock Award dated as of March 10, 2005
("Restricted
Stock Award"); and
WHEREAS, it is a condition of grant of such Restricted Shares
under the Restricted Stock Agreement that Stockholder and the
Company enter into
a stock transfer restriction agreement in substantially the form
hereof, and
Stockholder agreed to enter into such an agreement.
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements hereinafter contained, and in
consideration of each of
the parties hereto entering into this Agreement, and intending to
be legally
bound hereby, the parties agree as follows:
1.
Restrictions on Transfer.
(a) Except as hereinafter provided in this Agreement and in the
Restricted Stock
Award, the Stockholder agrees not to sell, transfer, assign, give,
pledge, or
otherwise dispose of or encumber any part or all of the Shares,
whether
voluntarily, by operation of law, or otherwise without the prior
written consent
of the Board of Directors of the Company. Any attempted transfer in
violation of
this Agreement shall be considered null and void and the
Stockholder shall
continue to be treated as the owner of the Shares for all purposes
of this
Agreement and shall continue to be bound by all of the terms and
provisions
hereof.
(b) In the event William L. Westerman is no longer Chief Executive
Officer of
the Company due to any reason whatsoever, or any shareholder other
than William
L. Westerman, Sun America Life Insurance Company or the Riviera
Employees Stock
Ownership Plan acquires ten percent (10%) or more of the
Company's'common stock,
all restrictions imposed upon Executive's Restrictive stock
pursuant to this
Restricted Stock Award shall immediately be released and such
Restricted Stock
shall thereby immediately convert to common stock with no
restrictions
whatsoever.
2. Purchase Price.
The Restricted Shares are awarded at no cost to the
Stockholder but are subject to the conditions set forth herein and
in the
Restricted Stock Award. Notwithstanding the above, if the
Stockholder is
terminated for cause, then Stockholder sh
