The following is the form of Salary Continuation Agreement that Riviera
Operating Corporation ("ROC") entered into on May 27, 2008 with Tullio J.
Marchionne, the Company's Secretary and General Counsel and ROC's Secretary and
Executive Vice President; and on August 12, 2008 with William L. Westerman, the
Company's Chairman, CEO and President and ROC's CEO:
FORM "EXEC"
May 27, 2008
XXXXXXXXXXXX
XXXXXXXXXXXX
XXXXXXXXXXXX
Dear XXXXXXX:
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, 2009, 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) paid in fifty-two (52) 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 20 , 2008.
Very truly yours,
RIVIERA OPERATING CORPORATION
/s/ WILLIAM L. WESTERMAN
Chairman of the Board/Chief Executive Officer
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 27, 2008. 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 "EXEC"
August 12, 2008
XXXXXXXXXXXX
XXXXXXXXXXXX
XXXXXXXXXXXX
Dear XXXXXXX:
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, 2009, 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) paid in fifty-two (52) 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.
Very truly yours,
RIVIERA OPERATING CORPORATION
/s/TULLIO J. MARCHIONNE
Secretary & General Counsel
The following is the form of Salary Continuation Agreement that Riviera
Operating Corporation ("ROC") entered into on May 27, 2008 with Phillip Simons,
the Company's Treasurer and Chief Financial Officer and ROC's Vice President of
Finance; and three other significant employees:
FORM "A"
May 27, 2008
XXXXXXXXXXXX
XXXXXXXXXXXX
XXXXXXXXXXXX
Dear XXXXX:
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, 2009, 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 20 , 2008.
Very truly yours,
RIVIERA OPERATING CORPORATION
/s/WILLIAM L. WESTERMAN
Chairman of the Board/Chief Executive Officer
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 27, 2008. 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
The following is the form of Salary Continuation Agreement that ROC entered into
on May 27, 2008 with 51 other significant employees and that Riviera Black Hawk,
Inc. ("RBH") entered into with six significant employees of RBH:
FORM "B"
May 27, 2008
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, 2009, 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 20, 2008.
Very truly yours,
RIVIERA OPERATING CORPORATION
/s/William L. Westerman
Chairman of the Board/Chief Executive Officer
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 27, 2008. 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