SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
Reference is made to the disclosure set forth under Item 5.02 of this report, which disclosure is incorporated into this Item 1.01 by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Reference is made to the disclosure set forth under Item 5.02 of this report, which disclosure is incorporated into this Item 1.02 by reference.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 26, 2007, Jonathan Lowenhar gave us notice of his intent to resign as our Chief Operating Officer effective September 28, 2007. As a result of his resignation, the Executive Employment Agreement dated April 1, 2005 made by our direct or indirect wholly owned subsidiaries Virgin River Casino Corporation, RBG, LLC and Casablanca Resorts, LLC with Mr. Lowenhar will terminate on the effective date of Mr. Lowenhar’s resignation. The Executive Employment Agreement was filed as an exhibit to our Form 10-K/A, as filed with the Securities and Exchange Commission on April 25, 2006, and is incorporated herein by reference.
On September 28, 2007, we entered into a separation agreement with Mr. Lowenhar (the “Lowenhar Agreement”) pursuant to which we will pay Mr. Lowenhar a lump sum payment of $302,000 which includes a $277,000 severance payment and a $25,000 payment for a two-year non-compete covenant. The Lowenhar Agreement also provides for a mutual release of claims between us and Mr. Lowenhar and contains customary confidentiality and non-solicitation covenants by Mr. Lowenhar.
On September 26, 2007, Scott DeAngelo gave us notice of his intent to resign as our Vice President of Marketing effective September 28, 2007. As a result of his resignation, the Employment Agreement dated January 1, 2006 made by our direct or indirect wholly owned subsidiaries Virgin River Casino Corporation, RBG, LLC and Casablanca Resorts, LLC with Mr. DeAngelo will terminate on the effective date of Mr. DeAngelo’s resignation.
On September 28, 2007, we entered into a separation agreement with Mr. DeAngelo (the “DeAngelo Agreement”) pursuant to which we will pay Mr. DeAngelo a lump sum payment of $50,000 which includes a $37,500 severance payment and a $12,500 payment for a two-year non-compete covenant. The DeAngelo Agreement also provides for a mutual release of claims between us and Mr. DeAngelo and contains customary confidentiality and non-solicitation covenants by Mr. DeAngelo.
On October 1, 2007, we issued a press release announcing Mr. Lowenhar’s and Mr. DeAngelo’s resignations, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing summaries of the Lowenhar Agreement and the DeAngelo Agreement are qualified in their entirety by reference to the complete texts of the Lowenhar Agreement and the DeAngelo Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
