A). The following is the form of Salary Continuation Agreement that
Riviera Operating Corporation ("ROC") entered into on May 15, 2007 with
Mark Lefever, the Company's Treasurer and Chief Financial Officer and ROC's
Executive Vice President of Finance; Tullio J. Marchionne, the Company's
Secretary and General Counsel and ROC's Secretary and Executive Vice
President; and two other significant employees:
FORM "A"
May 15, 2007
XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX
Dear XXXXXX:
In order to alleviate any uncertainty or concerns on your ("Executive")
part, the Boards of Directors of the Riviera Operating Corporation ("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, 2008, 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)
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
(2) 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 this Salary Continuation Agreement.
For purposes of the foregoing, the following terms will have the
following meanings:
o "Change in Control" shall have the same meaning as that
term is defined in the "Riviera Holdings Corporation
Series A and Series B 11% Senior Secured Notes Due 2010
Indenture dated as of June 26, 2002, The Bank of New
York Trustee".
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 or RHC 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 "Base Salary" shall mean the compensation paid to
Executive in consideration of services rendered to
Company, excluding amounts paid for overtime and
bonuses, at the time of a Change in Control.
o "Non-Solicitation" - Executive agrees that so long as he
is receiving payments which constitute "Base Salary" (as
defined directly above) pursuant to this Salary
Continuation 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 , 2007.
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 15, 2007. 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.
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Signature Date
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Print Name
B) The following is the form of Salary Continuation Agreement that ROC entered
into on May 15, 2007 with 56 other significant employees and that Riviera Black
Hawk, Inc. ("RBH") entered into on May 15, 2007 with six significant
employees of RBH::.
FORM "B"
May 15, 2007
XXXXXXXXXXX
XXXXXXXXXXX
XXXXXXXXXXX
Dear XXXXXX:
In order to alleviate any uncertainty or concerns on your ("Executive")
part, the Boards of Directors of Riviera Operating Corporation ("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, 2008, 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 "Salary Mitigation" (hereafter defined) paid in twelve (12)
bi-weekly installments commencing immediately upon such termination along with
full group health insurance benefits for a period of six (6) months from the
date of such termination, subject, however, to "Insurance Mitigation" (hereafter
defined)..
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 this Salary Continuation Agreement.
For purposes of the foregoing, the following terms will have the
following meanings:
o "Change in Control" shall have the same meaning as that
term is defined in the "Riviera Holdings Corporation
Series A and Series B 11% Senior Secured Notes Due 2010
Indenture dated as of June 26, 2002, The Bank of New
York Trustee".
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 or RHC 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 "Salary Mitigation" - 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 "Insurance Mitigation" - Upon Executive obtaining gainful employment,
Executive shall obtain group health insurance benefits provided by
Executive's new employer upon first becoming eligible for such group
health insurance benefits ("New Benefits"). Upon the effective
date of New Benefits coverage, the Company's obligation to provide
group health insurance benefits under this Agreement shall terminate.
Executive shall advise the Company as soon as possible of the effective
date of New Benefits coverage. Any termination of group health
insurance benefits by Company due to New Benefits shall be such that
it does not cause a break in Executive health insurance benefits
coverage between coverage provided under this Agreement and New
Benefits coverage.
o "Base Salary" shall mean the compensation paid to
Executive in consideration of services rendered to
Company, excluding amounts paid for overtime and
bonuses, at the time of a Change in Control.
o "Non-Solicitation" - Executive agrees that so long as he
is receiving payments which constitute "Base Salary" (as
defined directly above) pursuant to this Salary
Continuation 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, 2007.
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 15, 2007. 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.
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Signature Date
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Print Name