Contract analysis

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

Section 1.1 "Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with the Company. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

Section 1.2 "Annual Base Salary" shall have the meaning set forth in Section 4.1 of this Agreement.

Section 1.3 "Annual Bonus" shall have the meaning set forth in Section 4.2 of this Agreement.

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

Section 1.5 "Cause" shall have the meaning set forth in Section 8.1 of this Agreement, which provides for a detailed enumeration of the circumstances constituting Cause for termination.

Section 1.6 "Change in Control" or "CIC" shall have the meaning set forth in Section 9.1 of this Agreement, which defines the specific corporate transactions and changes in ownership or control that constitute a Change in Control for purposes of this Agreement.

Section 1.7 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder. References to any section of the Code shall include any successor provisions thereto.

Section 1.8 "Compensation Committee" means the Compensation Committee of the Board, as constituted from time to time, or any successor committee performing substantially similar functions.

Section 1.9 "Confidential Information" shall have the meaning set forth in Section 10.1 of this Agreement.

Section 1.10 "Effective Date" means February 15, 2024, the date on which this Agreement becomes effective and Executive's employment with the Company commences.

Section 1.11 "Employment Term" shall have the meaning set forth in Section 3.1 and Section 3.2 of this Agreement, encompassing the Initial Term and any Renewal Term(s).

Section 1.12 "Good Reason" shall have the meaning set forth in Section 8.3 of this Agreement, which provides for a detailed enumeration of the circumstances constituting Good Reason for Executive's resignation.

Section 1.13 "Performance Stock Units" or "PSUs" means the performance-vesting restricted stock units granted to Executive pursuant to Section 4.4(b) of this Agreement, each of which represents the contingent right to receive one share of the Company's common stock, subject to the achievement of specified performance metrics and the other terms and conditions set forth in the applicable PSU Award Agreement and the Co

Section 1.14 "Restricted Stock Units" or "RSUs" means the time-vesting restricted stock units granted to Executive pursuant to Section 4.4(a) of this Agreement, each of which represents the right to receive one share of the Company's common stock, subject to the satisfaction of applicable time-based vesting conditions and the other terms and conditions set forth in the applicable RSU Award Agreement and the Company's

Section 1.15 "Restrictive Covenant Period" means, as applicable, the non-competition period, non-solicitation period, and confidentiality obligations as defined and set forth in Article X of this Agreement.

Section 1.16 "Signing Bonus" shall have the meaning set forth in Section 4.3 of this Agreement.

Section 1.17 "Target Bonus" shall have the meaning set forth in Section 4.2(a) of this Agreement.

ARTICLE II — EMPLOYMENT AND POSITION

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 ("EVP & CFO") of the Company, commencing on the Effective Date of February 15, 2024. Executive shall hold the title of Executive Vice President and Chief Financial Officer throughout the Employment Term, unless a change in title is mutually agre

Section 2.2 — Duties and Responsibilities. Executive shall have such duties, responsibilities, and authority as are customary for the position of Chief Financial Officer of a publicly traded company of comparable size, scope, and complexity in the gaming and entertainment industry. Without limiting the generality of the foregoing, Executive's duties and responsibilities shall include oversight and management of all f

Section 2.3 — Full-Time and Best Efforts. Executive shall devote substantially all of Executive's professional business time, energy, skill, and attention to the faithful and diligent performance of the duties and responsibilities assigned to Executive hereunder. Executive shall perform such duties in a manner consistent with the highest professional standards and shall use Executive's best efforts to promote the int

Section 2.4 — Board Observation and Attendance. In Executive's capacity as EVP & CFO, Executive shall attend all meetings of the Board of Directors and committees thereof as reasonably requested by the Chief Executive Officer or the Board. Executive shall have the right to attend meetings of the Board in an advisory, non-voting capacity, and shall provide such financial reports, analyses, and other information as the

ARTICLE III — TERM OF EMPLOYMENT

Section 3.1 — Initial Term. The initial term of Executive's employment under this Agreement shall commence on the Effective Date (February 15, 2024) and shall continue for a period of three (3) years, expiring on February 14, 2027, unless earlier terminated in accordance with the provisions of Article VIII of this Agreement (the "Initial Term"). The commencement of Executive's employment on the Effective Date is subj

Section 3.2 — Renewal Terms. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each (each such period, a "Renewal Term"), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) calendar days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. The written notice

ARTICLE IV — COMPENSATION AND BENEFITS

Section 4.1 — Annual Base Salary. During the Employment Term, the Company shall pay Executive an Annual Base Salary at the rate of Seven Hundred Twenty-Five Thousand Dollars ($725,000) per annum (the "Annual Base Salary"), payable in installments in accordance with the Company's standard payroll practices for senior executive officers, less all applicable federal, state, and local tax withholdings and authorized dedu

Section 4.2 — Annual Cash Bonus. (a) Target Bonus. For each fiscal year during the Employment Term, Executive shall be eligible to receive an annual performance-based cash bonus (the "Annual Bonus") with a target amount equal to one hundred percent (100%) of Executive's Annual Base Salary as in effect for such fiscal year (the "Target Bonus"). Based on the current Annual Base Salary, the Target Bonus equals Seven Hun

Section 4.3 — Signing Bonus. (a) Amount. In recognition of the compensation and benefits that Executive will forfeit by leaving Executive's current employer, and as an inducement to Executive to accept employment with the Company, the Company shall pay Executive a one-time signing bonus in the amount of Five Hundred Thousand Dollars ($500,000) (the "Signing Bonus"), less applicable federal, state, and local tax withh

Section 4.4 — Equity Compensation. (a) Restricted Stock Units (RSUs). As soon as practicable following the Effective Date, and in any event within thirty (30) days thereof, the Company shall grant to Executive Forty-Five Thousand (45,000) Restricted Stock Units (the "Initial RSU Grant"), each RSU representing the contingent right to receive one (1) share of the Company's common stock, par value $0.01 per share, as li

Section 4.5 — Total Annual Compensation Summary. The following table summarizes Executive's anticipated total annual compensation at target performance levels, exclusive of employee benefits and perquisites: In addition, Executive's total year-one compensation, inclusive of the Signing Bonus, is projected to be approximately Two Million Nine Hundred Five Thousand Dollars ($2,905,000), calculated as $2,405,000 in at-t

Section 5.1 — Benefit Plans. During the Employment Term, Executive shall be eligible to participate in all employee benefit plans, programs, policies, and arrangements maintained or sponsored by the Company for its senior executive officers generally, as such plans, programs, policies, and arrangements may be in effect from time to time. Such plans and programs shall include, without limitation, medical insurance, de

Section 5.2 — Vacation and Paid Time Off. During the Employment Term, Executive shall be entitled to paid time off ("PTO") in accordance with the Company's executive PTO policy as in effect from time to time; provided, however, that Executive shall be entitled to not less than four (4) weeks (twenty (20) business days) of PTO per calendar year, prorated for any partial calendar year of employment. PTO shall accrue an

Section 5.3 — Expense Reimbursement. The Company shall reimburse Executive for all reasonable and documented business expenses incurred by Executive in the course of performing Executive's duties and responsibilities hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time. Executive shall submit expense reports and supporting documentation within the time periods requir

Section 5.4 — D&O Insurance and Indemnification. During the Employment Term and for a period of not less than six (6) years following the termination of Executive's employment with the Company for any reason (or, if longer, the applicable statute of limitations for any claim arising from Executive's service), the Company shall maintain and provide Executive with coverage under the Company's directors' and officers' l

Section 6.1 — Relocation Allowance. The Company acknowledges that Executive currently resides in Reno, Nevada and that Executive's acceptance of employment hereunder will require Executive to relocate to the Las Vegas, Nevada metropolitan area. In connection with such relocation, the Company shall provide Executive with a relocation allowance of up to One Hundred Fifty Thousand Dollars ($150,000) (the "Relocation All

Section 6.2 — Tax Gross-Up on Relocation. To the extent that any relocation benefits, reimbursements, or payments received by Executive pursuant to this Article VI constitute taxable income to Executive for federal, state, or local income tax purposes, the Company shall provide Executive with an additional payment (a "Tax Gross-Up Payment") in an amount sufficient to cover Executive's estimated federal, state, and lo

Section 7.1 — Best-Net Cutback. Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any payment, benefit, or distribution of any type to or for the benefit of Executive by the Company, any Affiliate, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning o

Section 7.2 — Order of Reduction. In the event that a reduction in Payments is required under Section 7.1, the Payments shall be reduced in the following order of priority, to the extent necessary to eliminate the excess parachute payment: (i) first, any cash severance payments payable to Executive under Article VIII or Article IX of this Agreement; (ii) second, any accelerated vesting of equity-based awards (with ac

ARTICLE VIII — TERMINATION OF EMPLOYMENT

Section 8.1 — Termination by the Company for Cause. (a) Definition of Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any one or more of the following events, as determined in good faith by the Board (or a designated committee thereof): (i) Executive's conviction of, or plea of guilty or nolo contendere to, a felony under federal or state law, or any crime (whether a felony or misdemeanor)

Section 8.2 — Termination by the Company Without Cause. The Company may terminate Executive's employment at any time without Cause by providing Executive with not less than thirty (30) calendar days' prior written notice of such termination. Upon any termination of Executive's employment by the Company without Cause (other than a Qualifying CIC Termination described in Section 9.2), and subject to Executive's executi

Section 8.3 — Termination by Executive for Good Reason. (a) Definition of Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any one or more of the following events without Executive's prior written consent: (i) a material reduction in Executive's Annual Base Salary, other than a reduction of less than ten percent (10%) that is applied on a substantially proportionate basis to all

Section 8.4 — Resignation Without Good Reason. Executive may voluntarily resign from employment at any time without Good Reason by providing the Company with not less than sixty (60) calendar days' prior written notice of such resignation. The Company may, in its sole discretion, waive all or any portion of the notice period and accelerate Executive's date of termination, provided that the Company shall continue to p

Section 8.5 — Termination Due to Death or Disability. (a) Death. Executive's employment shall terminate automatically upon Executive's death. In the event of Executive's death, Executive's estate, designated beneficiary, or legal representative (as applicable) shall be entitled to receive: (i) all Accrued Obligations as defined in Section 8.1(b); (ii) a prorated Target Bonus for the fiscal year in which Executive's d

Section 8.6 — Expiration and Non-Renewal. If either Party provides a notice of non-renewal pursuant to Section 3.2 and Executive's employment terminates upon the expiration of the Employment Term (i.e., at the conclusion of the Initial Term or any Renewal Term, as applicable), such termination shall be treated as a termination by the Company without Cause for purposes of severance payments and benefits under Section

ARTICLE IX — CHANGE IN CONTROL PROVISIONS

Section 9.1 — Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any one or more of the following events: (i) Acquisition of Voting Securities. The acquisition by any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or "group" (within the meaning of Rule 13d-5 under such Act) of beneficial ow

Section 9.2 — Double-Trigger CIC Severance. If, within twenty-four (24) months following a Change in Control, Executive's employment is terminated by the Company (or its successor in interest) without Cause or by Executive for Good Reason (a "Qualifying CIC Termination"), then, in lieu of (and not in addition to) the severance payments and benefits described in Section 8.2, Executive shall be entitled to receive the