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EXHIBIT 10.3
BARDEN-DAVIS CASINO, L.L.C.
400 Renaissance Center
Suite 2400
Detroit, MI 48243
November 9, 1995
Mr. Paul W. Sykes
4940 Oriole Drive
Schererville, IN 46375
Dear Mr. Sykes:
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 Salary. Barden agrees to pay you a base salary of $175,000
annually, payable in substantially equal bi-weekly payments with usual and
customary payroll deductions.
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 payment at the end of each year of the agreement of
$72,000 and you will mutually agree on the payment schedule for this bonus and
incentive compensation.
4. Reimbursement of Unvested 401(k) Employer Contributions. Barden agrees
to pay you one year from the Effective Date $27,500 provided you are still
employed by Barden.
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Mr. Paul W. Sykes
November 9, 1995
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5. 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 Vice President and General Manager of Project operations. 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.
6. 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 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.
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Mr. Paul W. Sykes
November 9, 1995
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7. 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.
8. 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, 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 in 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.
9. 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.
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Mr. Paul W. Sykes
November 9, 1995
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10. 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.
11. 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 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.
12. 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.
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Mr. Paul W. Sykes
November 9, 1995
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13. Acknowledgment. You have read this letter before signing it and
acknowledge receipt of a copy.
14. 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.
Paul W. Sykes
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Paul W. Sykes