A). The following is the form of Salary Continuation Agreement that
Riviera Operating Corporation ("ROC") entered into on November 15, 2006 with
▇▇▇▇ ▇▇▇▇▇▇▇, the Company's Treasurer and Chief Financial Officer and ROC's
Executive Vice President of Finance; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, the Company's
Secretary and General Counsel and ROC's Secretary and Executive Vice
President; and two other significant employees:
November 14, 2006
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, 2007, 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 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; or
(iv) (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
* The Substantial Stockholder and or affiliates of the Substantial
Stockholder, either individually or collectively, at any time
and at such time, acquire(s) 35% of the Company's or RHC's
common stock.
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL OF THE COMPANY, ON OR BEFORE DECEMBER 15, 2006.
Very truly yours,
RIVIERA OPERATING CORPORATION
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman of the Board/Chief Executive Officer
WLW:lj
B) The following is the form of Salary Continuation Agreement that ROC entered
into on November 15, 2006 with 56 other significant employees:.
November 14, 2006
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, 2007, 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 mean:
(i) sale of substantially all of the Company's or RHC's assets;
(v) the sale of more than a majority of the Company's or RHC's common stock;
(vi) a merger in which the Company or RHC is not the surviving company; or
(vii)(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
* The Substantial Stockholder and or affiliates of the Substantial
Stockholder, either individually or collectively, at any
time and at such time, acquire(s) 35% of the Company's or RHC's
common stock.
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL OF THE COMPANY, ON OR BEFORE DECEMBER 15, 2006.
Very truly yours,
RIVIERA OPERATING CORPORATION
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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 November 14,
2006. 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
C. The following is the form of Salary Continuation Agreement that Riviera Black
Hawk, Inc. ("RBH") entered into on August 15, 2006 with five significant
employees of RBH:
August 8, 2006
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, 2007, 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 mean:
(i) sale of substantially all of the Company's or RHC's assets;
(viii) the sale of more than a majority of the Company's or RHC's common stock;
(ix) a merger in which the Company or RHC is not the surviving company; or
(x)(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
* The Substantial Stockholder and or affiliates of the Substantial
Stockholder, either individually or collectively, at any time
and at such time, acquire(s) 33% of the Company's or RHC's
common stock.
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL OF THE COMPANY, ON OR BEFORE SEPTEMBER 1, 2006.
Very truly yours,
RIVIERA OPERATING CORPORATION
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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 August 8,
2006. 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
WLW:pra
SCA.RBH.B-FORM.080806