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EXHIBIT 10.2
BARDEN-DAVIS CASINO, L.L.C.
400 Renaissance Center
Suite 2400
Detroit, MI 48243
November 9, 1995
Mr. Thomas C. Bonner
4201 W. 61st Avenue
Hobart, IN 46342
Dear Mr. Bonner:
This letter constitutes an employment agreement between Barden-Davis
Casino, L.L.C. (or its successor company) ("Barden") and you ("Employee") with
respect to Barden's development, construction and operation of a casino gaming
vessel at Buffington Harbor in Gary, Indiana (the "Project").
1. Term. The term of this Agreement is three (3) years commencing on the
Effective Date set forth below the signature lines at the end of this
Agreement.
2. Base Compensation. Barden agrees to pay you a base compensation of
$198,500 annually, payable in substantially equal bi-weekly payments with usual
and customary payroll deductions allocable to the following items:
Base salary: $179,200
Housing allowance: $ 12,000
Automobile allowance: $ 6,000
Meal allowance: $ 1,300
3. Bonus and Incentive Compensation. You have advised that you currently
receive various forms of incentive compensation from your current employer.
Intending to replace those incentives with items of equal or greater potential
value, Barden agrees to develop and provide to you an incentive compensation
plan that will be based upon your personal performance and the Project's
performance, with a minimum value at the end of each year of the agreement of
$169,500. Barden and you will mutually agree on the payment schedule for this
bonus and incentive compensation. This incentive compensation is calculated as
follows:
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November 9, 1995
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Value of stock grant: 1,500 shares @ $25 = $37,500
Value of stock options: 2,000 options @ $25 - $14.50 = $21,000
4,000 options @ $25 - $20.25 = $19,000
Bonus: $92,000
4. Title and Responsibilities. You will initially be employed to serve in
an executive capacity and to perform those duties generally associated with the
duties of Executive Vice President of Gaming Operations for the Project and you
may be asked to serve in a similar capacity for other projects in which Barden
and its related companies may become involved. Your duties and title may be
changed from time to time by Barden, but any new responsibilities or title
shall be consistent with your experience, knowledge and skills. Barden
reserves the right, in its sole discretion, to hire or place someone in a
position superior to you at the Project. Barden agrees to reimburse to you all
reasonable expenses incurred by you in the performance of your duties of
employment incurred in accordance with company policies. You will not be
assigned responsibilities that will require you to maintain a residence outside
of the area of Lake County, Indiana, without your consent.
5. Termination of Employment. Barden shall be permitted to terminate this
Agreement and your employment only upon occurrence of any of the following:
(a) your death;
(b) your permanent disability (defined as continuous disability and
inability to perform the duties and functions of your position for
thirty (30) continuous days;
(c) your inability to obtain and/or maintain licensure required by Indiana
or other gaming authorities; or
(d) cause, which shall mean (i) Employee's willful misconduct which
directly, materially and adversely affects Barden or personal
dishonesty; (ii) breach of fiduciary duty to Barden resulting in
Employee's
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Mr. Thomas C. Bonner
November 9, 1995
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personal profit; (iii) Criminal conviction for violation (after a trial
and final nonappealable judgment) of any law, rule or regulation (other
than traffic violations or other minor offenses); or (v) Employee
repeatedly and intentionally fails to reasonably perform his stated
duties and fails to cure such non-performance within 30 days after his
receipt of written notice from Barden specifically identifying the
manner in which Employee has failed to reasonably perform such stated
duties.
6. Benefits. Barden will provide you with benefits. These benefits
shall include, at a minimum:
(a) health and disability insurance covering you and your dependents,
including medical, dental, and prescription coverage. Since you
currently receive reimbursement for out-of-pocket health-related
expenses up to $5,000 each year, Barden agrees to provide a sum of
$5,000 from which you will be reimbursed for health related expenses
not otherwise compensable by Barden's medical insurance plan.
(b) access, within six (6) months of the Effective Date, to a 401(k)
plan, or similar retirement plan, to which Barden will make annual
matching contributions equal to three (3%) percent of your base and
cash bonus compensation.
(c) life insurance equal to four times your annual base salary, which
shall automatically be adjusted upward annually in the event of
increases to your base salary.
(d) three (3) weeks of paid vacation annually.
7. Non-Competition. You, as consideration for your employment and the
information you will obtain as an employee of Barden agree that during the term
of this Agreement and for a period of 18 months thereafter, you will not,
directly or indirectly, individually or as an employee, partner, officer,
director or stockholder or in any other capacity whatsoever of any person,
firm, partnership or corporation, (i) recruit,
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November 9, 1995
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hire, assist otherwise in recruiting or hiring, discuss employment with, or
refer to others concerning employment, any person who is, or within the
preceding twelve (12) months was, an employee of Barden, or any parent,
subsidiary, or affiliated company, (ii) compete with Barden or any parent,
subsidiary, or affiliated company in any location i n Illinois north of
Springfield, Illinois or any location in Indiana north of Indianapolis,
Indiana, or (iii) use in competition with Barden, or parent, or subsidiary, or
affiliated company any of the methods, information, or systems developed by
Barden or any parent, or subsidiary, or affiliated company.
8. Other Obligations. You have represented that you have no contract,
agreement, or obligation which may be in conflict with any obligation you have
taken under this letter agreement.
9. Confidentiality. Except as your assigned duties may require or as
Barden may otherwise consent in writing, you will not disclose at any time
either during or subsequent to my employment, any information, knowledge or
data of Barden which you may develop or receive during the course of my
employment relating to financial data, writings, computer software, policies,
plans, designs, business processes, methods, data, trade secrets, know-how,
plans and programs, or any other knowledge of Barden which is of a proprietary
or confidential nature, and upon termination of my employment with Barden for
any reason, you agree to immediately deliver to Barden all physical property,
plans, designs, computer programs or software, customer lists, prospect lists,
manuals, letters, notes, reports and any other materials relating to Barden in
your possession or under my control.
10. Arbitration. Any dispute or controversy arising under or in
connection with this agreement or any other aspect of your employment, shall be
settled exclusively by arbitration in Chicago, Illinois, in accordance with
voluntary labor arbitration rules of the American Arbitration Association then
in effect. The arbitrator's sole authority shall be to interpret or apply the
provisions of this agreement. The arbitrator shall not change, add to or
subtract from any of the provisions of this agreement. The arbitrator shall
have the power to compel attendance of witnesses at any hearing. The
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November 9, 1995
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arbitration award shall be final and binding and shall be the sole remedy for
any claimed breach of this agreement except for claims that the arbitrator has
exceeded his jurisdiction and except for any alleged violation by Employee of
the nondisclosure of confidential information provisions of this agreement.
The expense of any arbitration shall be borne equally by Employee and Barden.
Judgment may be entered on the arbitrators award in any court having
jurisdiction, but neither party may otherwise resort to any court or
administrative agency with respect to any dispute that is arbitrable under this
section except for claims that the arbitrator has exceeded his jurisdiction.
11. Entire Agreement. You agree that this letter supersedes any and all
prior agreements and understandings between you and Barden. No representations
have been made by Barden concerning the terms and conditions of employment
other than those representations contained in this letter. This letter may be
modified only by a written document signed by both you and a duly authorized
officer of Barden.
12. Acknowledgment. You have read this letter before signing it and
acknowledge receipt of a copy.
13. Effective Date. This agreement shall take effect and Employee shall
be deemed an employee on December 4, 1995 or on an earlier date if mutually
agreed upon by Employee and Barden.
If this letter accurately sets forth the terms of our agreement, sign and
return the enclosed copy to us. We look forward to your joining our
organization and to a long and mutually beneficial relationship.
Very truly yours,
BARDEN-DAVIS CASINO, L.L.C.
By: Don H. Barden
Agreed to and accepted on this ___ day of November, 1995.
Thomas C. Bonner
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Thomas C. Bonner