Severance Agreement - Circus Circus Enterprises Inc. and Daniel N. Copp
AGREEMENT
THIS AGREEMENT by and between CIRCUS CIRCUS ENTERPRISES, INC.,
a Nevada corporation (hereinafter, the "Company"), and DANIEL N.
COPP (hereinafter, "COPP") is entered into this 15 day of April,
1996.
WHEREAS, COPP desires to tender his resignation as Senior Vice
President, and from all other positions with the Company or its
subsidiaries, in anticipation of his termination of employment with
the Company; and
WHEREAS, COPP and the Company desire to enter into an
agreement providing for COPP to provide consultation to the Company
concerning such matters as the Chairman of the Board or his
designee may determine.
NOW, THEREFORE, for and in consideration of the mutual
agreements hereinafter set forth, the parties hereto agree as
follows:
1. COPP shall resign his position as Senior Vice President on
May 31, 1996. The Company and COPP agree that effective May 31,
1996, the Employment Agreement previously entered into by COPP and
the Company on June 1, 1995, shall terminate and be of no further
force and effect and that the terms and conditions of the
relationship between the parties shall thereafter be governed
solely by this Agreement. Beginning on June 1, 1996, COPP agrees
to provide consultation to the Company with respect to such matters
as the Chairman of the Board may determine until May 31, 1997, or
until COPP s earlier termination of employment as provided in this
Section 1 (such period of consultation being hereinafter referred
to as the "Term" and the date on which such period of consultation
ends being referred to as the "Termination Date"). Notwithstanding
any provision to the contrary, COPP shall be entitled to terminate
this Agreement by giving at least ten (10) days prior written
notice to the Company. Such notice shall be sent by certified or
registered mail, return receipt requested, and shall be addressed
to Circus Circus Enterprises, Inc., Attention: Mike Sloan, General
Counsel, 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109.
The Company agrees COPP shall receive his regular salary and
accrued bonus through May 31, 1996, payable at such time as bonuses
are generally paid for the second quarter of 1996.
2. In consideration for his services pursuant to this
Agreement, COPP shall be compensated during the Term at the same
rate as the salary and bonus payable pursuant to the Employment
Agreement entered into between the Company and COPP dated June 1,
1995, less such amounts as the Company shall deduct for applicable
federal and state withholding, income, payroll and other taxes.
3. During the Term, COPP shall be entitled to receive Company
paid or provided health and medical benefits at the level of
coverage available immediately prior to his resignation as Senior
Vice President of the Company, it being the intention of the
parties that the Company shall not be required to provide benefits
not currently available under the Company's existing insurance
program. The Company and COPP agree that upon the expiration of
the Term, COPP is entitled to receive certain benefits pursuant to
the federal law commonly known as COBRA, and COPP acknowledges that
it shall be his sole obligation to pay for such benefits following
the expiration of the Term (the "Termination Date"). COPP
acknowledges that his failure to make such payments in a timely
fashion may result in suspension or termination of such benefits.
4. Prior to the expiration of the Term, COPP shall be
entitled (I) to exercise such rights under any stock options held
by him on the date hereof in accordance with and subject to the
terms, conditions and limitations applicable to such options in
general, as determined by the Committee which administers the
plan(s) pursuant to which such options were granted, including any
right of reset as to price which may be provided to any other
holders of such options, (ii) to receive any benefits to which he
may be entitled pursuant to the Circus Circus Employees' Profit
Sharing, Investment and Employee Stock Ownership Plan (the "Plan")
in accordance with the terms and conditions of the Plan, and (iii)
to receive the benefits of any indemnification provisions under the
Company's By-Laws or otherwise provided by law applicable to his
service as an officer, director or employee of the Company or any
subsidiary of the Company through the Termination Date.
5. COPP represents and warrants to the Company that other
than as required in order to perform his duties pursuant to this
Agreement, he is not in possession of any documents containing the
Company's internal financial information, wage and salary
information, customer information, managerial reports, or other
information which is not available to the general public from the
Company's filings with the Securities and Exchange Commission.
6. In further consideration of the agreements and
undertakings of the Company pursuant hereto:
(a) COPP agrees that, until May 31, 1997 or the
Termination Date, whichever is later, he will not, without the
prior written consent of the Company (which may be granted or
withheld in the sole discretion of the Company), directly or
indirectly, as principal or as agent, officer, director, employee,
or otherwise, alone or in association with any other person or
entity, carry on, be engaged in, render services to, or own, share
in the earnings of, or invest in any person or entity engaged in
gaming within the State of Nevada provided, however, that this
subsection 6(a) shall not prohibit him from owning publicly traded
securities acquired for investment purposes, so long as the
securities of any class owned by him do not represent in excess of
5% of all the securities of such class then issued and outstanding
or from owning an interest in one or more restricted gaming
locations.
(b) Other than as required in order to perform his
duties pursuant to this Agreement, COPP shall not at any time
during the Term or at any time after the Termination Date disclose,
communicate or divulge to any person, or use for the direct or
indirect benefit of himself or any other person or entity, any
secret or confidential information of the Company made known to, or
learned or acquired by, him while an employee of the Company which
is a trade secret or proprietary to the Company (such as supplier
lists, proprietary computer programs, employee information and
relations, Project plans and financial information), unless and
until (I) such information shall have first become public knowledge
otherwise than by his violation of his duty of confidentiality to
the Company, or (ii) he is compelled to disclose such information
by order of a court of competent jurisdiction or by a state or
governmental body or agency having proper jurisdiction over such
matters. COPP further agrees that he shall promptly notify the
Chairman of the Board of the Company in writing of any proceeding
by any court or governmental body or agency pursuant to which he
may be required to disclose or otherwise divulge any information
otherwise prohibited by this subsection 6(b) promptly upon his
learning of such proceeding.
7. (a) In consideration of the agreements and undertakings
of the Company pursuant hereto, COPP hereby releases and forever
discharges the Company, its subsidiaries, and each of their
respective stockholders, agents, directors, officers, employees and
each such party's successors, heirs and assigns, from any and all
claims, demands, actions or causes of action of any and every kind
whatsoever, in law or in equity, known or unknown, whether existing
or claimed to exist, which he has, has had, or may hereafter have,
and which arise out of his employment or tenure with the Company or
any subsidiary of the Company in any capacity whatsoever (including
but not limited to any and all claims arising out of alleged
violations of any express or implied contracts, any covenant of
good faith and fair dealing, any tort, or any federal, state, or
municipal statute, regulation, or ordinance, including Title VII of
the Civil Rights Act of 1964, the Age Discrimination in Employment
Act, and the Nevada Fair Employment Practices Act), other than any
such claim or cause of action based on the Company's breach of this
Agreement. COPP further covenants not to file suit on account of
any cause or claim waived or released by him pursuant to this
Section 7.
(b) In consideration of COPP's execution of this
Agreement and the promises of COPP contained herein, the Company
hereby releases and forever discharges COPP and his heirs and
assigns from any and all claims, demands, actions or causes of
action of any and every kind whatsoever, in law or in equity, known
or unknown, whether existing or claimed to exist, which the Company
has, has had or may hereafter have, and which arise out of COPP's
employment or tenure with the Company or any subsidiary of the
Company in any capacity whatsoever, except any such claim or cause
of action (I) arising out of any criminal or fraudulent act or
willful misconduct on the part of COPP, or (ii) based on COPP's
breach of any provision of this Agreement. The Company further
covenants not to file suit on account of any cause or claim waived
or released by the Company pursuant to this Section 7.
8. COPP declares and represents that no promise, inducement,
or agreement not herein expressed has been made to him, that this
Agreement contains the entire agreement between the parties hereto;
that the terms of this Agreement are contractual and not a mere
recital; and, that COPP is not only of legal age, but legally
competent to execute this Agreement and accepts full responsibility
therefor. For a period of sixty (60) days from the Termination
Date, COPP agrees to promptly execute any and all documents which
the Company may request in connection herewith and in furtherance
of this Agreement.
9. This Agreement is being executed by the parties in, and
shall be construed in accordance with the laws of, the State of
Nevada.
10. The Company and COPP have read the foregoing Agreement,
have had the opportunity to consider its terms and the opportunity
to consult with their respective counsel, understand all of its
terms, and do hereby execute it voluntarily and with full knowledge
of its significance. This Agreement shall be binding on the
parties hereto and their respective successors, heirs and assigns.
ATTEST: CIRCUS CIRCUS ENTERPRISES, INC.
a Nevada Corporation
_____________________________ By:____________________________
SECRETARY CLYDE T. TURNER
Chairman of the Board
WITNESS:
_____________________________ _______________________________
DANIEL N. COPP