FORM A+
May 16, 2005
XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX
Dear XXXXXX:
Because of your leadership position as a member of our management team and
in order to induce you ("Executive") to continue your highly valued service to
Riviera Operating Corporation (the "Company") and alleviate any uncertainty or
concerns on your part, the Boards of Directors of the Company and Riviera
Holdings Corporation ("RHC") hereby agree that:
Effective upon the timely receipt by the Company of Executive's signed
acknowledgment and through December 31, 2006, if there is a "Change in control"
and if Executive's employment is terminated by Company within twenty-four (24)
months of a "Change in Control" and without "Cause" (as such terms are hereafter
defined), Executive shall be entitled to salary continuation in an amount equal
to twelve (12) months of Executive's then Base Salary (as hereafter defined),
subject, however, to "Mitigation" (hereafter defined) paid in twenty-six (26)
bi-weekly installments commencing immediately upon such termination along with
full group health insurance benefits for a period of two years from the date of
such termination. Executive shall also be entitled to an amount equal to his
Incentive bonus payable as follows:
o If Executive is terminated after December 31 but prior to distribution of
the Incentive bonus, Executive shall receive, on or about the first
March 15th following termination, his full share of what Executive would
have been entitled to receive as his Incentive bonus for the year prior
to Executive's termination had Executive not been terminated.
o If Executive is terminated prior to December 31, Executive shall receive,
on or about the first March 15th following the year of such termination,
a pro-rata share of the Incentive bonus Executive would have been
entitled to receive had Executive not been terminated. The proration
shall be based on the number of weeks the Executive worked in the year of
his termination
In the event your employment is subject to an employment agreement at the
time of any such termination, any continued payments made to you pursuant to
such employment agreement shall be applied so as to reduce payments to which you
would be entitled under the salary continuation agreement.
For purposes of the foregoing, the following terms will have the following
meanings:
o "Change in Control" shall mean:
(i) sale of substantially all of the Company's or RHC's assets;
(ii) the sale of more than a majority of the Company's or RHC's common
stock;
(iii) a merger in which the Company or RHC is not the surviving company;
(iv) a merger where a majority of the stock of the Company or RHC, as the
surviving company, shall be held by a party or related
group of parties other than Westerman or executives of the company
with more than two (2) years seniority; or
(v) (A) person becomes a Substantial Stockholder ("Substantial
Stockholder") as defined in RHC's Second Restated Articles of
Incorporation and all amendments thereto, or sequent Restated
Articles of Incorporation and all amendments thereto
("Articles of Incorporation"); and
(B) both of the following occur:
* RHC's Board of Directors waives the voting limitation with respect
to the Substantial Stockholder or his designee as provided in the
Articles of Incorporation; and
* any time thereafter the current Chief Executive Officer of the Company or
RHC is replaced.
o "Cause" - (A) a felony conviction of Executive, (B) a final civil
judgment shall be entered after all appeals shall have been exhausted in which a
material aspect involved Executive's fraud or dishonesty whether or not
involving the Company; (C) refusal by Executive to perform "Reasonable Duties"
(hereinafter defined) assigned to him by the Company's chief executive officer,
provided Executive shall fail to correct any such failure within 30 days after
written notice ("Cure Period") or (D) the Gaming Authorities of the State of
Nevada or any other state in which the Company shall conduct gaming operations
shall determine that Executive is unsuitable to act as an executive of a gaming
company in his individual capacity. "Reasonable Duties" - Executive shall not be
required (x) on a permanent basis to spend more than 50% of his business time
outside of Las Vegas (or be required to change his residence), (y) to expose
himself to a risk to his physical safety or jeopardize his ability to be
licensed by any state gaming authority or (z) perform duties which are
inconsistent with his duties as of the date of such Change in Control.
o "Mitigate" - Executive shall be required to use his best efforts to
obtain gainful employment as similar as possible to his duties with the Company,
provided that (A) a finding by an arbitration tribunal that Executive has failed
to do so will result in the Company being relieved of any obligation to pay
Executive and (B) any amount received by Executive from such employment shall
reduce the amount payable by the Company pursuant to this Salary Continuation
Agreement.
o "Base Salary" shall mean the compensation paid to Executive in
consideration of services rendered to Company, excluding amounts paid for
overtime and bonuses.
o "Non-Solicitation" - Executive agrees that so long as he is receiving
payments which constitute "Base Salary" (as defined directly above) pursuant to
this Agreement, Executive will not hire or solicit for employment any of
Company's then current employees.
By signing below, Executive expressly acknowledges that nothing contained
herein shall be construed as a contract for employment or otherwise as a
guaranty of employment. Executive further expressly acknowledges that until
such time that there is a Change in Control, if ever, that Executive shall
continue as an "At Will" employee of the Company.
THIS SALARY CONTINUATION AGREEMENT SHALL NOT BE EFFECTIVE UNLESS SIGNED
BY EXECUTIVE AND RETURNED TO TULLIO MARCHIONNE, EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL OF THE COMPANY, ON OR BEFORE June 10, 2005.
Very truly yours,
RIVIERA OPERATING CORPORATION
William L. Westerman
Chairman of the Board/Chief Executive Officer
WLW:lj
ACKNOWLEDGMENT
By signing below I hereby acknowledge that I have read and fully
understand the terms and conditions of the Salary Continuation Agreement dated
May 16, 2005. I understand that the Salary Continuation Agreement is not a
contract for employment and does not guarantee me continued employment. I
further understand that until such time that there is a Change in Control, if
ever, that I am an "At Will" employee of the Company.
________________________________ __________________________
Signature Date
________________________________
Print Name
FORM "A"
May 16, 2005
XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX
Dear XXXXXX:
Because of your leadership position as a member of our management team and
in order to induce you ("Executive") to continue your highly valued service to
Riviera Operating Corporation (the "Company") and alleviate any uncertainty or
concerns on your part, the Boards of Directors of the Company and Riviera
holdings Corporation ("RHC") hereby agree that:
Effective upon the timely receipt by the Company of Executive's signed
acknowledgment and through December 31, 2006, if there is a "Change in control"
and if Executive's employment is terminated by Company within twenty-four (24)
months of a "Change in Control" and without "Cause" (as such terms are hereafter
defined), Executive shall be entitled to salary continuation in an amount equal
to twelve (12) months of Executive's then Base Salary (as hereafter defined),
subject, however, to "Mitigation" (hereafter defined) paid in twenty-six (26)
bi-weekly installments commencing immediately upon such termination along with
full group health insurance benefits for a period of two years from the date of
such termination.
In the event your employment is subject to an employment agreement at the
time of any such termination, any continued payments made to you pursuant to
such employment agreement shall be applied so as to reduce payments to which you
would be entitled under the salary continuation agreement.
For purposes of the foregoing, the following terms will have the following
meanings:
o "Change in Control" shall mean:
(i) sale of substantially all of the Company's or RHC's assets;
(ii) the sale of more than a majority of the Company's or RHC's
common stock;
(iii)a merger in which the Company or RHC is not the surviving
company;
(iv) a merger where a majority of the stock of the Company or RHC,
as the surviving company, shall be held by a party or
related group of parties other than Westerman or executives
of the company with more than two (2) years seniority; or
(v) (A)any person becomes a Substantial Stockholder ("Substantial
Stockholder") as defined in RHC's Second Restated Articles of
Incorporation and all amendments thereto, or subsequent
Restated Articles of Incorporation and all amendments
thereto ("Articles of Incorporation"); and
(B)both of the following occur:
* RHC's Board of Directors waives the voting limitation
with respect to the Substantial Stockholder or his
designee as provided in the Articles of Incorporation; and
* any time thereafter the current Chief Executive Officer of
the Company or RHC is replaced.
o "Cause" - (A) a felony conviction of Executive, (B) a final civil judgment
shall be entered after all appeals shall have been exhausted in which a
material aspect involved Executive's fraud or dishonesty whether or not
involving the Company; (C) refusal by Executive to perform "Reasonable
Duties" (hereinafter defined) assigned to him by the Company's chief
executive officer, provided Executive shall fail to correct any such
failure within 30 days after written notice ("Cure Period") or (D) the
Gaming Authorities of the State of Nevada or any other state in which the
Company shall conduct gaming operations shall determine that Executive is
unsuitable to act as an executive of a gaming company in his individual
capacity. "Reasonable Duties" - Executive shall not be required (x) on a
permanent basis to spend more than 50% of his business time outside of
Las Vegas (or be required to change his residence), (y) to expose himself
to a risk to his physical safety or jeopardize his ability to be licensed
by any state gaming authority or (z) perform duties which are
inconsistent with his duties as of the date of such Change in Control.
o "Mitigate" - Executive shall be required to use his best efforts to
obtain gainful employment as similar as possible to his duties with the
Company, provided that (A) a finding by an arbitration tribunal that
Executive has failed to do so will result in the Company being relieved
of any obligation to pay Executive and (B) any amount received by
Executive from such employment shall reduce the amount payable by the
Company pursuant to this Salary Continuation Agreement.
o "Base Salary" shall mean the compensation paid to Executive in
consideration of services rendered to Company, excluding amounts paid
for overtime and bonuses.
o "Non-Solicitation" - Executive agrees that so long as he is receiving
payments which constitute "Base Salary" (as defined directly above)
pursuant to this Agreement, Executive will not hire or solicit for
employment any of Company's then current employees.
By signing below, Executive expressly acknowledges that nothing contained
herein shall be construed as a contract for employment or otherwise as a
guaranty of employment. Executive further expressly acknowledges that until such
time that there is a Change in Control, if ever, that Executive shall continue
as an "At Will" employee of the Company.
THIS SALARY CONTINUATION AGREEMENT SHALL NOT BE EFFECTIVE UNLESS SIGNED BY
EXECUTIVE AND RETURNED TO TULLIO MARCHIONNE, EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL OF THE COMPANY, ON OR BEFORE JUNE 10, 2006.
Very truly yours,
RIVIERA OPERATING CORPORATION
William L. Westerman
Chairman of the Board/Chief Executive Officer
WLW:lj
ACKNOWLEDGMENT
By signing below I hereby acknowledge that I have read and fully understand
the terms and conditions of the Salary Continuation Agreement dated May 16,
2005. I understand that the Salary Continuation Agreement is not a contract for
employment and does not guarantee me continued employment. I further understand
that until such time that there is a Change in Control, if ever, that I am an
"At Will" employee of the Company.
________________________________ __________________________
Signature Date
________________________________
Print Name
FORM A+EXEC
May 16, 2005
XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX
Dear XXXXXX:
Because of your leadership position as a member of our management team and
in order to induce you ("Executive") to continue your highly valued service to
Riviera Operating Corporation (the "Company") and alleviate any uncertainty or
concerns on your part, the Boards of Directors of the Company and Riviera
Holdings Corporation ("RHC") hereby agree that:
Effective May 16, 2005 through December 31, 2006, if there is a "Change in
control" and if Executive's employment is terminated by Company within
twenty-four (24) months of a "Change in Control" and without "Cause" (as such
terms are hereafter defined), Executive shall be entitled to salary continuation
in an amount equal to twenty four (24) months of Executive's then Base Salary
(as hereafter defined) or $XXXXXXX, whichever is greater, paid in fifty-two (52)
equal bi-weekly installments commencing immediately upon such termination along
with; all insurance benefits; and all other perquisites to which you have been
entitled during your employment tenure with the Company (collectively
"Benefits"). All such Benefits shall continue for a period of two (2) years from
the date of such termination. Executive shall also be entitled to an amount
equal to his Incentive bonus payable as follows:
o If Executive is terminated after December 31 but prior to distribution of
the Incentive bonus, Executive shall receive, on or about the first
March 15th following termination, his full share of what Executive would
have been entitled to receive as his Incentive bonus had Executive not
been terminated.
o If Executive is terminated prior to December 31, Executive shall receive,
on or about the first March 15th following termination, a pro-rata share
of the Incentive bonus Executive would have been entitled to receive had
Executive not been terminated. The proration shall be based on the
number of weeks the Executive worked in the year of his termination.
Executive shall not be required to: on a permanent basis, spend more than
fifty percent (50%) of his business time at least twenty-five (25) miles outside
of Las Vegas (or be required to change his residence); expose himself to a risk
of his physical safety or jeopardize his ability to be licensed by any state
gaming authority; or perform duties which are inconsistent with his role prior
to a Change in Control.
In the event your employment is subject to an employment agreement at the
time of any such termination, any continued payments made to you pursuant to
such employment agreement shall be applied so as to reduce payments to which you
would be entitled under the salary continuation agreement.
For purposes of the foregoing, the following terms will have the following
meanings:
o "Change of Control" shall mean:
(i) sale of substantially all of the Company's assets;
(ii) the sale of more than a majority of the Company's common stock;
(iii) a merger in which the Company is not the surviving company
(iv) a merger where a majority of the stock of the Company, as the
surviving company, shall be held by a party or related group
of parties other than Westerman or executives of the company
with more than two (2) years seniority; or
(v) (A)any person becomes a Substantial Stockholder ("Substantial
Stockholder") as defined in RHC's Second Restated Articles of
Incorporation and all amendments thereto, or subsequent
Restated Articles of Incorporation and all amendments
thereto("Articles of Incorporation"); and
(B)both of the following occur:
* the Company's Board of Directors waives the voting limitation with respect to
the Substantial Stockholder or his designee as provided in the Articles of
Incorporation; and
* any time thereafter the current Chief Executive Officer of the Company is
replaced.
o "Cause" - (A) a felony conviction of Executive, (B) a final civil judgment
shall be entered after all appeals shall have been exhausted in which a
material aspect involved Executive's fraud or dishonesty whether or not
involving the Company; (C) refusal by Executive to perform "Reasonable
Duties" (hereinafter defined) assigned to him by the Company's chief
executive officer, provided Executive shall fail to correct any such
failure within 30 days after written notice ("Cure Period") or (D) the
Gaming Authorities of the State of Nevada or any other state in which the
Company shall conduct gaming operations shall determine that Executive is
unsuitable to act as an executive of a gaming company in his individual
capacity. "Reasonable Duties" - Executive shall not be required (x) on a
permanent basis to spend more than 50% of his business time outside of Las
Vegas (or be required to change his residence), (y) to expose himself to a
risk to his physical safety or jeopardize his ability to be licensed by any
state gaming authority or (z) perform duties which are inconsistent with
his role specified in Section 1 hereof.
o "Base Salary" shall mean the compensation paid to Executive in consideration
of services rendered to Company, excluding amounts paid for overtime and
bonuses.
o "Non-Solicitation" - Executive agrees that so long as he is receiving
payments which constitute "Base Salary" (as defined directly above)
pursuant to this Agreement, Executive will not hire or solicit for
employment any of Company's then current employees.
Nothing contained herein should be construed as a guaranty of employment
and Executive will continue as an "at will" employee of the Company.
Very truly yours,
RIVIERA OPERATING CORPORATION
William L. Westerman
Chairman of the Board/Chief Executive Officer
WLW:lj
FORM "B"
May 16, 2005
XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX
Dear XXXXXX:
Because of your leadership position as a member of our management team and
in order to induce you ("Executive") to continue your highly valued service to
Riviera Operating Corporation (the "Company") and alleviate any uncertainty or
concerns on your part, the Boards of Directors of the Company and Riviera
Holdings Corporation ("RHC") hereby agree that:
Effective upon the timely receipt by the Company of Executive's signed
acknowledgment and through December 31, 2006, if there is a "Change in control"
and if Executive's employment is terminated by Company within twelve (12) months
of a "Change in Control" and without "Cause" (as such terms are hereafter
defined), Executive shall be entitled to salary continuation in an amount equal
to six (6) months of Executive's then Base Salary (as hereafter defined),
subject, however, to "Mitigation" (hereafter defined) paid in thirteen (13)
bi-weekly installments commencing immediately upon such termination along with
full group health insurance benefits for a period of one (1) year from the date
of such termination.
For purposes of the foregoing, the following terms will have the following
meanings:
o "Change in Control" shall mean:
(i) sale of substantially all of the Company's or RHC's assets;
(ii) the sale of more than a majority of the Company's or RHC's common
stock;
(iii) a merger in which the Company or RHC is not the surviving company;
(iv) a merger where a majority of the stock of the Company or RHC, as
the surviving company, shall be held by a party or related
group of parties other than Westerman or executives of the
company with more than two (2) years seniority; or
(v) (A)any person becomes a Substantial Stockholder ("Substantial
Stockholder") as defined in RHC's Second Restated Articles of
Incorporation and all amendments thereto, or subsequent
Restated Articles of Incorporation and all amendments thereto
("Articles of Incorporation"); and
(B) both of the following occur:
* RHC's Board of Directors waives the voting limitation with respect to
the Substantial Stockholder or his designee as provided in the Articles
of Incorporation; and
* any time thereafter the current Chief Executive Officer of the Company or RHC
is replaced.
o "Cause" - (A) a felony conviction of Executive; (B) a final civil
judgment shall be entered after all appeals shall have been exhausted in which a
material aspect involved Executive's fraud or dishonesty whether or not
involving the Company; (C) refusal by Executive to perform "Reasonable Duties"
(hereinafter defined) assigned to him by the Company's chief executive officer,
provided Executive shall fail to correct any such failure within 30 days after
written notice ("Cure Period"); or (D) the Gaming Authorities of the State of
Nevada or any other state in which the Company shall conduct gaming operations
shall determine that Executive is unsuitable to act as an executive of a gaming
company in his individual capacity. "Reasonable Duties" - Executive shall not be
required (x) on a permanent basis to spend more than 50% of his business time
outside of Las Vegas (or be required to change his residence), (y) to expose
himself to a risk to his physical safety or jeopardize his ability to be
licensed by any state gaming authority or (z) perform duties which are
inconsistent with his duties as of the date of such Change in Control.
o "Mitigate" - Executive shall be required to use his best efforts to
obtain gainful employment as similar as possible to his duties with the Company,
provided that (A) a finding by an arbitration tribunal that Executive has failed
to do so will result in the Company being relieved of any obligation to pay
Executive and (B) any amount received by Executive from such employment shall
reduce the amount payable by the Company pursuant to the Salary Continuation
Agreement.
o "Base Salary" shall mean the compensation paid to Executive in
consideration of services rendered to Company, excluding amounts paid for
overtime and bonuses.
o "Non-Solicitation" - Executive agrees that so long as he is receiving
payments which constitute "Base Salary" (as defined directly above) pursuant to
this Agreement, Executive will not hire or solicit for employment any of
Company's then current employees.
By signing below, Executive expressly acknowledges that nothing contained
herein shall be construed as a contract for employment or otherwise as a
guaranty of employment. Executive further expressly acknowledges that until such
time that there is a Change in Control, if ever, that Executive shall continue
as an "At Will" employee of the Company.
THIS SALARY CONTINUATION AGREEMENT SHALL NOT BE EFFECTIVE UNLESS SIGNED BY
EXECUTIVE AND RETURNED TO TULLIO MARCHIONNE, EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL OF THE COMPANY, ON OR BEFORE JUNE 10, 2005.
Very truly yours,
RIVIERA OPERATING CORPORATION
William L. Westerman
Chairman of the Board/Chief Executive Officer
WLW:lj
ACKNOWLEDGMENT
By signing below I hereby acknowledge that I have read and fully understand
the terms and conditions of the Salary Continuation Agreement dated May 16,
2005. I understand that the Salary Continuation Agreement is not a contract for
employment and does not guarantee me continued employment. I further understand
that until such time that there is a Change in Control, if ever, that I am an
"At Will" employee of the Company.
________________________________ __________________________
Signature Date
________________________________
Print Name