Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.

Section 1.1 "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Pe

Section 1.2 "Annual Bonus" has the meaning set forth in Section 4.2.

Section 1.3 "Base Salary" has the meaning set forth in Section 4.1.

Section 1.4 "Board" means the Board of Directors of Redstone Gaming Corp., as constituted from time to time.

Section 1.5 "Cause" means the occurrence of any one or more of the following events: (a) Executive's willful misconduct or gross negligence in the performance of Executive's duties and responsibilities under this Agreement, which misconduct or negligence is materially injurious to the Company or any of its Affiliates; (b) Executive's conviction of, or plea of guilty or nolo contendere to, (i) a felony under the laws

Section 1.6 "Change in Control" means the occurrence of any one or more of the following events: (a) the acquisition by any Person or group of Persons (within the meaning of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than the Company, any of its Affiliates, or any employee benefit plan maintained by the Company or any of its Affiliates, of beneficial owners

Section 1.7 "CIC Protection Period" has the meaning set forth in Section 8.5.

Section 1.8 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

Section 1.9 "Company" has the meaning set forth in the preamble.

Section 1.10 "Compensation Committee" means the Compensation Committee of the Board, as constituted from time to time.

Section 1.11 "Confidential Information" means all non-public, proprietary, or confidential information and data (whether written, oral, electronic, or otherwise) relating to the business, operations, finances, strategies, prospects, customers, suppliers, employees, technology, intellectual property, or other affairs of the Company or any of its Affiliates, including without limitation: (a) trade secrets, proprietary

Section 1.12 "Disability" means Executive's inability, by reason of a physical or mental impairment, to perform the essential functions of Executive's position, with or without reasonable accommodation, for a period of one hundred eighty (180) consecutive calendar days, or for an aggregate of two hundred seventy (270) calendar days in any consecutive twelve (12)-month period, as determined by a licensed physician mut

Section 1.13 "Effective Date" has the meaning set forth in the preamble.

Section 1.14 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

Section 1.15 "Executive" has the meaning set forth in the preamble.

Section 1.16 "Good Reason" means the occurrence of any one or more of the following events without Executive's prior written consent: (a) a material diminution in Executive's Base Salary or target Annual Bonus opportunity (expressed as a percentage of Base Salary); (b) a material diminution in Executive's authority, duties, or responsibilities as Executive Vice President and Chief Financial Officer, including a chang

Section 1.17 "Initial RSU Award" has the meaning set forth in Section 5.1.

Section 1.18 "Initial PSU Award" has the meaning set forth in Section 5.2.

Section 1.19 "Initial Term" has the meaning set forth in Section 3.1.

Section 1.20 "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental entity, or other entity or group (as defined in Section 13(d)(3) of the Exchange Act).

Section 1.21 "Relocation Allowance" has the meaning set forth in Section 6.3.

Section 1.22 "Renewal Term" has the meaning set forth in Section 3.2.

Section 1.23 "Restricted Period" means the applicable period during which a restrictive covenant obligation under Article VII remains in effect following Executive's termination of employment, as specified in each respective Section of Article VII.

Section 1.24 "Section 409A" means Section 409A of the Code, together with all regulations, guidance, and other interpretive authority issued thereunder.

Section 1.25 "Separation from Service" means Executive's "separation from service" as defined in Treasury Regulation Section 1.409A-1(h), applied using the default provisions thereof.

Section 1.26 "Signing Bonus" has the meaning set forth in Section 4.3.

Section 1.27 "Start Date" has the meaning set forth in Section 2.2.

Section 1.28 "Term" means the Initial Term and any Renewal Term, as applicable.

Section 1.29 "Territory" means the United States of America and any jurisdiction outside the United States in which the Company or any of its Affiliates operates, conducts material business activities, or has filed gaming license applications as of the date of Executive's termination of employment.

ARTICLE II — EMPLOYMENT AND DUTIES

Section 2.1 — Position and Title. The Company hereby agrees to employ Executive, and Executive hereby agrees to serve, as Executive Vice President and Chief Financial Officer of the Company, effective as of the Start Date. In such capacity, Executive shall report directly to the Company's Chief Executive Officer (currently Gavin T. Ashford) and shall have such duties, responsibilities, and authority as are customary

Section 2.2 — Start Date. Executive's employment with the Company shall commence on February 15, 2024 (the "Start Date"), subject to satisfaction of the pre-employment conditions set forth in Article XI of this Agreement. In the event that the pre-employment conditions set forth in Article XI have not been satisfied (or waived in writing by the Company) on or before February 15, 2024, the Company and Executive shall

Section 2.3 — Place of Employment. Executive's principal place of employment shall be the Company's headquarters, currently located at 4100 Sandstone Ridge Boulevard, Las Vegas, Nevada 89119, or such other principal office of the Company as may be established in the Las Vegas, Nevada metropolitan area from time to time. Executive acknowledges and agrees that the performance of Executive's duties hereunder will requir

Section 2.4 — Exclusive Service. During the Term, Executive shall devote substantially all of Executive's business time, attention, skill, and efforts to the faithful and diligent performance of Executive's duties and responsibilities under this Agreement. Executive shall not, without the prior written consent of the Board, engage in any other employment, business, or professional activity, whether or not such activi

Section 2.5 — Compliance with Company Policies. Executive shall at all times comply with all policies, rules, procedures, and codes of conduct applicable to employees and senior executives of the Company, as may be in effect from time to time, including without limitation the Company's code of business conduct and ethics, insider trading policy, securities trading window restrictions, anti-corruption and anti-bribery

Section 3.1 — Initial Term. Unless earlier terminated in accordance with Article VIII, the initial term of Executive's employment under this Agreement shall commence on the Start Date and shall continue for a period of three (3) years, ending on the third anniversary of the Start Date (i.e., February 14, 2027) (the "Initial Term").

Section 3.2 — Renewal Terms. Upon expiration of the Initial Term, Executive's employment under this Agreement shall automatically renew for successive periods of one (1) year each (each, a "Renewal Term"), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term (whether the Initial Term or any Renewal Term). For the avo

Section 4.1 — Base Salary. The Company shall pay Executive an annual base salary of Six Hundred Fifty Thousand Dollars ($650,000) (the "Base Salary"), payable in accordance with the Company's standard payroll practices as in effect from time to time (currently semi-monthly). The Base Salary shall be subject to annual review by the Compensation Committee, in consultation with the Chief Executive Officer, and may be in

Section 4.2 — Annual Cash Bonus. (a) Eligibility. Executive shall be eligible to receive an annual performance bonus for each fiscal year during the Term (the "Annual Bonus"), based upon the achievement of performance goals established by the Compensation Committee in its discretion, in consultation with the Chief Executive Officer and Executive. (b) Target and Maximum. Executive's target Annual Bonus opportunity sha

Section 4.3 — Signing Bonus. (a) Payment. In consideration of Executive's acceptance of employment with the Company and Executive's agreement to relocate to the Las Vegas, Nevada metropolitan area, the Company shall pay Executive a one-time lump sum cash signing bonus of Three Hundred Thousand Dollars ($300,000) (the "Signing Bonus"). The Signing Bonus shall be paid within thirty (30) days following the Start Date, s

Section 5.1 — Initial Restricted Stock Unit Grant. (a) Grant. On the Start Date, or such later date as the Compensation Committee may determine in its discretion (not to exceed thirty (30) days after the Start Date), the Company shall grant Executive thirty-five thousand (35,000) restricted stock units (the "Initial RSU Award"), each representing the contingent right to receive one (1) share of the Company's common s

Section 5.2 — Initial Performance Stock Unit Grant. (a) Grant. On the Start Date, or such later date as the Compensation Committee may determine in its discretion (not to exceed thirty (30) days after the Start Date), the Company shall grant Executive twenty thousand (20,000) performance stock units at target (the "Initial PSU Award"), each representing the contingent right to receive one (1) share of the Company's c

Section 5.3 — Annual Equity Awards. During each fiscal year of the Term commencing with the fiscal year beginning after the Start Date, Executive shall be eligible to participate in the Company's annual long-term incentive program applicable to senior executives of the Company, as determined by the Compensation Committee in its sole discretion, on terms and conditions generally no less favorable than those applicable

Section 5.4 — Treatment of Equity Upon Termination. The treatment of Executive's unvested equity awards upon termination of Executive's employment shall be as set forth in Article VIII and in the applicable award agreements. Without limiting the foregoing, in the event of a termination of Executive's employment by the Company without Cause or by Executive for Good Reason (in each case, outside of the CIC Protection P

ARTICLE VI — EMPLOYEE BENEFITS AND PERQUISITES

Section 6.1 — Benefit Plans. During the Term, Executive shall be eligible to participate in all employee benefit plans, programs, and arrangements that the Company maintains or establishes for its senior executive officers, on terms and conditions no less favorable than those generally available to other senior executives of the Company, including without limitation: (a) group health insurance (medical, dental, and v

Section 6.2 — Vacation and Paid Time Off. Executive shall be entitled to paid time off in accordance with the Company's policies for senior executives, as in effect from time to time; provided, however, that Executive shall be entitled to no fewer than four (4) weeks (twenty (20) business days) of paid vacation per calendar year. Vacation for any partial calendar year shall be prorated based on the number of days of

Section 6.3 — Relocation Allowance. (a) Allowance. The Company shall provide Executive with a relocation allowance of up to One Hundred Fifty Thousand Dollars ($150,000) (the "Relocation Allowance") to cover reasonable costs and expenses associated with Executive's relocation from Reno, Nevada to the Las Vegas, Nevada metropolitan area in connection with Executive's commencement of employment hereunder. Eligible expe

Section 6.4 — Directors' and Officers' Insurance; Indemnification. (a) D&O Insurance. During the Term and for a period of six (6) years following the termination of Executive's employment for any reason, the Company shall cover Executive under its directors' and officers' liability insurance policy (currently maintained with Pinnacle Investors Indemnity Group), with coverage and limits no less favorable than those pr

Section 6.5 — Business Expenses. During the Term, the Company shall reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of Executive's duties hereunder, in accordance with the Company's expense reimbursement policies and procedures as in effect from time to time. Executive shall submit documentation of such expenses in accordance with the Company's standard

Section 6.6 — Legal Fees. The Company shall reimburse Executive for reasonable attorneys' fees and legal costs incurred by Executive in connection with the negotiation, preparation, and review of this Agreement, up to a maximum aggregate amount of Twenty-Five Thousand Dollars ($25,000). Such reimbursement shall be made within thirty (30) days following Executive's submission of appropriate documentation and invoices,

ARTICLE VII — RESTRICTIVE COVENANTS Executive acknowledges and agrees that, during the course of Executive's employment with the Company, Executive will have access to and become familiar with Confidential Information, trade secrets, and proprietary information of the Company and its Affiliates, including without limitation information relating to the Company's financial operations, business strategies, gaming operat

Section 7.1 — Confidentiality. (a) Obligation. Executive shall not, during or at any time after the termination of Executive's employment with the Company, for any reason whatsoever, directly or indirectly, disclose, reveal, report, publish, transfer, or use for any purpose, or permit the disclosure, revelation, reporting, publication, transfer, or use of, any Confidential Information, except (i) in the good-faith pe

Section 7.2 — Non-Competition. (a) Restriction. During the Term and for a period of eighteen (18) months following the date of termination of Executive's employment with the Company for any reason (the "Non-Competition Restricted Period"), Executive shall not, directly or indirectly, whether as an employee, employer, consultant, advisor, independent contractor, agent, partner, member, manager, officer, director, stoc

Section 7.3 — Non-Solicitation of Employees. (a) Restriction. During the Term and for a period of twenty-four (24) months following the date of termination of Executive's employment with the Company for any reason (the "Employee Non-Solicitation Restricted Period"), Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person: (i) recruit, solicit, encourage, induce,

Section 7.4 — Non-Solicitation of Customers and Business Partners. During the Term and for a period of eighteen (18) months following the date of termination of Executive's employment with the Company for any reason, Executive shall not, directly or indirectly, whether on Executive's own behalf or on behalf of any other Person, solicit, divert, take away, or seek to divert or take away the business or patronage of an