Contract analysis

1. Parties Employer: Redstone Gaming Corp., a Delaware corporation, with its principal executive offices located at 4100 Sandstone Ridge Boulevard, Las Vegas, Nevada 89119. The Company's common stock is listed on the Nasdaq Global Select Market under the ticker symbol "RDGM." The Company's Employer Identification Number is 88-3204617. Redstone Gaming Corp. is a diversified gaming, hospitality, and entertainment compa

2. Position and Title Title. Executive will be appointed to the position of Executive Vice President & Chief Financial Officer of Redstone Gaming Corp., effective as of the Effective Date set forth in Section 3 below. Reporting. Executive will report directly to the Chief Executive Officer of the Company, Gavin T. Ashford. No other officer or employee of the Company shall have supervisory authority over Executive exc

3. Term of Employment Effective Date / Proposed Start Date. The proposed effective date of Executive's employment (the "Effective Date") is February 15, 2024, or such other date as the parties may mutually agree upon. The Effective Date is subject to the satisfaction of all conditions precedent to employment set forth in Section 18 of this Term Sheet. Initial Term. Executive's employment will be for an initial term o

4. Base Salary Annual Base Salary. Executive will receive an annual base salary of Six Hundred Fifty Thousand Dollars ($650,000) per year (the "Base Salary"), payable in accordance with Redstone Gaming Corp.'s standard executive payroll practices, which currently provide for payment on a semi-monthly basis (i.e., on the 15th and last business day of each calendar month), less applicable withholdings and deductions re

5. Annual Cash Bonus Target Bonus. Executive will be eligible to receive an annual cash performance bonus (the "Annual Bonus") with a target amount equal to eighty-five percent (85%) of Executive's then-current Base Salary (the "Target Bonus"). Based on the initial Base Salary of $650,000, the Target Bonus for the first year of employment would be Five Hundred Fifty-Two Thousand Five Hundred Dollars ($552,500). Maxim

6. Signing Bonus Amount. In consideration of Executive's acceptance of employment with the Company and to compensate Executive, in part, for the forfeiture of certain compensation and benefits associated with his departure from Grandview Resorts International, Inc., the Company will pay Executive a one-time signing bonus of Three Hundred Thousand Dollars ($300,000) (the "Signing Bonus"). The Signing Bonus will be pay

7. Equity Compensation Executive will receive the following equity-based compensation awards in connection with the commencement of his employment with the Company: 7.1 Restricted Stock Units (RSUs) Grant. On the Effective Date, the Company will grant to Executive 35,000 restricted stock units (the "RSU Award"), each representing the contingent right to receive one (1) share of Redstone Gaming Corp. common stock (Nas

8. Total Compensation Summary The following table summarizes Executive's total annual compensation at target, based on the initial Base Salary and the estimated grant date fair market values of the equity awards described herein: Year-One Total Compensation at Target: The foregoing amounts are estimates based on the assumptions stated herein. Actual compensation will depend on, among other factors, the Company's stoc

9. Employee Benefits Health and Welfare Benefits. Executive and his eligible dependents will be entitled to participate in all health, dental, vision, life insurance, accidental death and dismemberment, short-term disability, long-term disability, and other welfare benefit plans and programs generally available to senior executive officers of the Company, on terms no less favorable than those provided to other simila

10. Relocation Allowance Amount. The Company will provide Executive with a relocation allowance of up to One Hundred Fifty Thousand Dollars ($150,000) (the "Relocation Allowance") to cover reasonable, documented expenses associated with Executive's relocation from his current residence in Reno, Nevada to the Las Vegas, Nevada metropolitan area. Covered Expenses. The Relocation Allowance may be applied toward the foll

11. Directors' and Officers' Insurance; Indemnification D&O Insurance. Executive will be covered under the Company's existing directors' and officers' liability insurance policy maintained with Pinnacle Investors Indemnity Group, on the same terms and conditions as other senior executive officers and directors of the Company. The Company will maintain directors' and officers' liability insurance coverage that is reas

12. Termination Provisions The definitive Executive Employment Agreement will include detailed provisions governing the termination of Executive's employment, including the definitions, procedures, and consequences set forth below. In the event of any termination of employment, the definitive agreement will set forth the specific mechanics for providing notice, the effective date of termination, and the timing and ma

13. Change-in-Control Provisions Double-Trigger Structure. Executive will not be entitled to any enhanced severance or accelerated equity vesting solely by reason of a Change in Control. Enhanced severance and equity acceleration will be payable only upon a "qualifying termination," defined as a termination of Executive's employment by the Company without Cause, or a resignation by Executive for Good Reason, occurrin

Section 280G. No excise tax gross-up will be provided under the Employment Agreement. Instead, the definitive agreement will include a "best net" cutback provision, under which the aggregate payments and benefits payable to Executive that constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code will be reduced to the extent necessary to avoid the imposition of excise taxes under

14. Restrictive Covenant Provisions The definitive Executive Employment Agreement will contain restrictive covenant obligations as material terms of Executive's employment with the Company. Executive acknowledges and agrees that the consideration for such restrictive covenant obligations is embedded within the compensation and severance arrangements described in this Term Sheet, and that compliance with the restricti

15. Clawback Policy Executive's incentive-based compensation (including, without limitation, the Annual Bonus, the Signing Bonus, the RSU Award, the PSU Award, and any future equity awards) will be subject to any clawback, recoupment, or forfeiture policy adopted by the Company from time to time, including any policy required under applicable law, the rules and regulations of the Securities and Exchange Commission (i

16. Section 409A Compliance All payments and benefits under the definitive Executive Employment Agreement will be designed to comply with, or to be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), and the Treasury Regulations and other guidance promulgated thereunder. The definitive agreement will be interpreted and administered in a manner consistent wi

17. Governing Law and Dispute Resolution Governing Law. The definitive Executive Employment Agreement will be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of law principles that would result in the application of the laws of any other jurisdiction. Dispute Resolution. Except as otherwise provided below, any dispute, claim, or controversy arising out of,

18. Conditions Precedent to Employment Executive's employment with the Company is contingent upon the satisfaction of each of the following conditions precedent, which must be completed to the Company's reasonable satisfaction prior to or concurrently with the Effective Date: (a) Definitive Agreement. Negotiation and execution of a definitive Executive Employment Agreement, in form and substance mutually acceptable t

19. Miscellaneous Provisions Non-Binding Nature. This Term Sheet is non-binding and does not create any legally enforceable rights or obligations on the part of either party. The terms set forth herein are subject to further negotiation, modification, and the execution of a definitive Executive Employment Agreement. Neither party shall have any liability to the other as a result of the preparation, delivery, or revie

20. Contact Information For the Company: Priya Narasimhan General Counsel Redstone Gaming Corp. 4100 Sandstone Ridge Boulevard Las Vegas, NV 89119 Dean R. Fulbright Chief Human Resources Officer Redstone Gaming Corp. 4100 Sandstone Ridge Boulevard Las Vegas, NV 89119 Outside Counsel: Renata Vasquez, Partner Calderwood & Harkness LLP 3900 Howard Hughes Parkway, Suite 800 Las Vegas, NV 89169 For the Executive: Marcus J