EXHIBIT 10.34
EXECUTIVE EMPLOYMENT
AGREEMENT
(“Agreement”)
EXECUTIVE EMPLOYMENT AGREEMENT
signed September 23, 2009 by and between Jacobs
Entertainment, Inc., a Delaware corporation (the
“Company”) and Ian M. Stewart (the
“Executive”).
WHEREAS, the Company desires to
employ the Executive on a full-time basis, and the Executive
desires to be so employed by the Company, from and after the date
of this Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the parties agree as
follows:
ARTICLE I
EMPLOYMENT DUTIES AND
BENEFITS
Section 1.1
Employment
. The Company hereby employs the Executive
as President of Pari-mutuel Wagering Operations of the
Company. The Executive accepts such employment and agrees to
perform the duties and responsibilities assigned to him under this
Agreement.
Section 1.2
Duties and
Responsibilities . During the period of employment,
Executive agrees to serve as the President of Pari-mutuel Wagering
Operations of the Company and in such other offices and
directorships of the Company and of its subsidiaries and related
companies (collectively, “affiliates”) to which he may
be elected or appointed, and to perform the duties commensurate
with such positions and such other reasonable and appropriate
duties as may be requested of him by the Chief Executive Officer of
the Company, in accordance with this Agreement and in compliance
with all applicable laws and regulations. Excluding periods
of vacation and sick leave to which Executive is entitled,
Executive shall devote such time, energy, and skill to the business
and affairs of the Company and its affiliates and to the promotion
of their interests as is necessary to perform the duties required
of him by this Agreement. The foregoing shall not be construed as
preventing Executive from serving on the board of philanthropic
organizations, or providing oversight with respect to his personal
investments, so long as such service does not materially interfere
with Executive’s duties hereunder. The Executive also may
serve as a member of the board of directors of other corporations,
subject to the approval of the Chief Executive Officer of the
Company, which approval shall not be unreasonably withheld or
delayed.
Section 1.3
Working Facilities;
Location . The Executive shall be furnished with
facilities and services suitable to his position and adequate for
the performance of his duties under this Agreement. The
principal place of performance by Executive of his duties hereunder
shall be at the offices of the Company in New Kent, VA or at such
other location as may reasonably be required to travel outside that
area in the performance of Executive’s
responsibilities.
Section 1.4
Vacations
. The Executive shall be entitled each year
during the Term, as defined below, to a vacation with full salary
and benefits, for the number of weeks set forth in the
Company’s Employee Handbook.
Section 1.5
Vehicle
Allowance . The Executive shall be paid a vehicle
allowance of approximately $1,000 per month, or at his election,
the Company shall lease for not more than $600 per month a vehicle
suitable for travel in Virginia in all weather
conditions.
Section 1.6
Expenses
. The Executive is authorized to incur
reasonable expenses for promoting the business of the Company in
all respects, including expenses for entertainment, travel and
similar items. The Company will promptly reimburse the
Executive for all such expenses upon the presentation by the
Executive, from time-to-time, of an itemized account of such
expenditures. The Company shall pay or promptly reimburse the
Executive for all licensing (both gaming and professional) costs
and expenses including continuing professional education and
professional liability insurance.
Section 1.7
Benefit Plans
. From the effective date of this
Agreement, the Executive shall be entitled to participate in
benefit plans provided to employees of the Company. Such
participation shall be based upon the policies established in the
Company’s Employee Handbook as applicable to the
Executive.
ARTICLE II
COMPENSATION
Section 2.1
Base Salary
. Beginning in the first year of this
agreement, the Company shall pay to the Executive a Base Salary of
$300,000 through the final year of this Agreement with annual pay
increases of at least 3% each year based upon the prior
year’s base salary payable in accordance with the
Company’s payroll and withholding policies.
Section 2.2
Bonus and Bonus Plan
Participation . The Executive is entitled to participate
in a bonus plan or incentive plan as formulated by the
Company’s Board of Directors, Compensation Committee or Chief
Executive Officer and/or President. Within 60 days after the
date of this Agreement, and at the beginning of each calendar year
thereafter during the Term hereof, the Chief Executive Officer of
the Company shall establish written goals and performance criteria
for the Executive. If such goals and performance
criteria for the Executive are met for a particular year, the
Executive shall be entitled to a bonus of up to 35% of his Base
Salary. Subject to Sections 3.3 and 3.4, the bonus shall be
payable only if the Executive is employed by the Company at
December 31 of each year for which the bonus is
determined. In addition, the Executive is entitled to a bonus
of 5% of the Colonial Downs EBITDA in excess of $2,000,000 for the
years ended December 31, 2010, 2011 and 2012.
ARTICLE III
TERM OF EMPLOYMENT AND
TERMINATION
Section 3.1
Term
. This Agreement shall be for a period
commencing on August 1, 2009 and ending December 31,
2012, subject, however, to earlier termination during such period
as provided in this Article (the
“Term”).
Section 3.2
Termination by the Company
With Cause . The Company may terminate the
Executive’s employment, at any time, for cause upon ten
days’ written notice and opportunity for the Executive to
remedy any non-compliance with the terms of this Agreement (if such
non-compliance can be remedied). Grounds for termination
“for cause” shall be one or more of the
following: (i) intentional and material breach of his
duty of loyalty or care to the Company, (ii) gross negligence
or willful misconduct in performance of his duties during the
course of his employment, (iii) failure to abide by the
corporate policies and procedures set forth in the Company’s
Employee Handbook; (iv) failure to execute the reasonable and
lawful instructions of the Company’s Chief Executive Officer
and/or President relating to the operation of the Company’s
business; (v) failure to obtain within a reasonable time any
required gaming licenses in Colorado, Nevada or any jurisdiction in
which the Company conducts business; (vi) conviction of any
felony crime or loss or material impairment of his gaming license
in Colorado, Nevada, or any jurisdiction in which the Company
conducts its business; and (vii) Executive’s inability
to perform his duties hereunder for a period of more than 30
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