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EXECUTIVE EMPLOYMENT AGREEMENT

SECOND DRAFT — December 15, 2023

DRAFT — PRIVILEGED & CONFIDENTIAL — SUBJECT TO NEGOTIATION

Prepared by Calderwood & Harkness LLP 3900 Howard Hughes Parkway, Suite 800 Las Vegas, NV 89169

Matter No. 1033-00005

Prepared by: Nadia Petrov / James Underwood Reviewed by: Renata Vasquez

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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of [●], 2024 (the "Effective Date"), by and between:

REDSTONE GAMING CORP., a Delaware corporation, with its principal executive offices located at 4100 Sandstone Ridge Boulevard, Las Vegas, Nevada 89119 (the "Company"),

and

MARCUS J. ELLENDER, an individual residing at 2288 Bristlecone Pines Drive, Reno, Nevada 89511 (the "Executive").

The Company and Executive are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, the Company is a publicly traded gaming and media entertainment company listed on the Nasdaq Stock Market under the ticker symbol "RDGM," engaged in, among other things, casino gaming, resort operations, interactive digital gaming, sports betting, and media entertainment across multiple domestic and international jurisdictions;

WHEREAS, the Company desires to employ Executive as Executive Vice President and Chief Financial Officer of the Company, and Executive desires to accept such employment, on the terms and conditions set forth herein;

WHEREAS, the Board of Directors of the Company (the "Board"), acting through its Compensation Committee (the "Committee"), approved the framework for the terms of Executive's employment pursuant to Resolution No. CC-2023-014, dated November 3, 2023, and has authorized the Company to enter into this Agreement on the terms set forth herein;

WHEREAS, Executive is currently employed as Executive Vice President and Chief Accounting Officer of Grandview Resorts International, Inc. ("Grandview") and will resign such position prior to the Commencement Date (as defined herein);

WHEREAS, Executive holds an active Nevada Certified Public Accountant License (No. CPA-NV-041882) issued by the Nevada State Board of Accountancy and possesses the qualifications, experience, and expertise the Company seeks for the Chief Financial Officer role;

WHEREAS, the Parties desire to set forth the terms and conditions of Executive's employment with the Company, including but not limited to compensation, benefits, equity awards, termination provisions, severance arrangements, and restrictive covenant obligations; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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.

1.1 "Affiliate" shall mean, with respect to the Company, 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, and "controlled" and "controlling" shall have correlative meanings.

1.2 "Board" shall mean the Board of Directors of Redstone Gaming Corp., as constituted from time to time.

1.3 "Cause" shall mean the occurrence of any of the following events or conditions:

(a) Executive's willful misconduct or gross negligence in the performance of Executive's material duties and responsibilities under this Agreement;

(b) Executive's conviction of, or entry of a plea of guilty or nolo contendere to, (i) a felony under federal or state law or (ii) any crime (whether or not a felony) involving moral turpitude, dishonesty, fraud, or financial misconduct;

(c) Executive's commission of fraud, embezzlement, theft, or misappropriation of Company assets or funds, regardless of the amount involved;

(d) Executive's material breach of this Agreement, the Company's Code of Conduct (as in effect from time to time), or Executive's fiduciary duties to the Company or its stockholders;

(e) Executive's willful failure or refusal to cooperate with a bona fide internal investigation conducted by the Company or the Board, or with any investigation, audit, or inquiry conducted by a governmental, regulatory, or self-regulatory authority having jurisdiction over the Company or its business operations; or

(f) The loss, revocation, suspension, denial of renewal, or material restriction of any gaming license, registration, finding of suitability, or other regulatory approval required for Executive to perform Executive's duties and responsibilities under this Agreement in any jurisdiction in which the Company or any of its Affiliates operates or is seeking to operate.

Notwithstanding the foregoing, no termination of Executive's employment shall constitute a termination for "Cause" under clauses (d) or (e) above unless (i) the Company has provided Executive with written notice specifying in reasonable detail the facts and circumstances constituting Cause, (ii) Executive has been afforded a period of thirty (30) days following receipt of such notice within which to cure the condition giving rise to Cause (to the extent such condition is reasonably susceptible to cure), and (iii) Executive has failed to cure such condition within such thirty (30)-day cure period. For the avoidance of doubt, clauses (a), (b), (c), and (f) shall not be subject to a cure period.

1.4 "Change in Control" shall mean the occurrence of any of the following events:

(a) The acquisition by any Person or "group" (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors;

(b) The consummation of a merger, consolidation, statutory share exchange, or similar business combination transaction involving the Company or any of its subsidiaries (a "Business Combination"), unless, immediately following such Business Combination, (i) the individuals and entities who were the beneficial owners of the Company's outstanding voting securities immediately prior to such Business Combination beneficially own, directly or indirectly, fifty percent (50%) or more of the combined voting power of the then-outstanding voting securities of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, and (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, fifty percent (50%) or more of the combined voting power of the then-outstanding voting securities of such resulting entity, except to the extent that such ownership existed prior to the Business Combination;

(c) The sale, transfer, or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any Person that is not an Affiliate of the Company (other than a sale, transfer, or disposition to an entity, fifty percent (50%) or more of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, transfer, or disposition); or

(d) A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board within any consecutive twenty-four (24)-month period; provided, however, that any individual who becomes a director subsequent to the Effective Date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the Incumbent Directors then serving on the Board shall be considered an Incumbent Director for purposes of this definition, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by reason of (i) any internal corporate reorganization or restructuring of the Company or its Affiliates that does not involve a third party, (ii) an initial public offering of any subsidiary of the Company, or (iii) any transaction that results in the Company or any successor entity becoming a wholly owned subsidiary of a holding company that is owned in substantially the same proportions by the persons who held the Company's securities immediately prior to such transaction. In addition, if a Change in Control constitutes a payment event with respect to any amount that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event constituting such Change in Control must also constitute a "change in control event" as defined in Treasury Regulation § 1.409A-3(i)(5) to the extent required by Section 409A.

1.5 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto, together with the Treasury Regulations promulgated thereunder.

1.6 "Commencement Date" shall mean February 15, 2024, which is the date on which Executive's employment with the Company shall commence, subject to satisfaction of the conditions set forth in this Agreement.

1.7 "Committee" shall mean the Compensation Committee of the Board, as constituted from time to time, or any successor committee of the Board with substantially similar authority and responsibilities.

1.8 "Disability" shall mean Executive's inability, due to physical or mental incapacity, to substantially perform the essential functions of Executive's position under this Agreement, with or without reasonable accommodation as required by applicable law, for a period of one hundred eighty (180) consecutive calendar days or for a cumulative period of two hundred seventy (270) calendar days in any three hundred sixty-five (365)-day period. Any determination of Disability shall be made on the basis of a written certification by a licensed physician mutually agreed upon by the Company and Executive (or Executive's legal representative). If the Company and Executive (or Executive's legal representative) are unable to agree upon a physician, each shall select a licensed physician, and the two physicians so selected shall select a third physician, whose determination shall be binding. In the event that Executive is determined to be "disabled" within the meaning of the Company's long-term disability plan, such determination shall create a rebuttable presumption that Executive has a Disability for purposes of this Agreement.

1.9 "Good Reason" shall mean the occurrence of any of the following events or conditions without Executive's prior written consent:

(a) A material diminution in Executive's Base Salary, Target Bonus opportunity, or aggregate compensation (other than an across-the-board reduction applicable to all senior executives of the Company of not more than ten percent (10%) of Base Salary);

(b) A material diminution in Executive's title, authority, duties, or responsibilities, including, without limitation, a change in Executive's title from Executive Vice President and Chief Financial Officer to a title of lesser rank or significance, or the assignment to Executive of duties and responsibilities materially inconsistent with Executive's position;

(c) The relocation of Executive's principal place of employment to a location more than fifty (50) miles from 4100 Sandstone Ridge Boulevard, Las Vegas, Nevada 89119, without Executive's prior written consent;

(d) A material breach by the Company of any material provision of this Agreement or any other material agreement between the Company and Executive; or

(e) Any requirement that Executive report to any individual or body other than the Chief Executive Officer of the Company or the Board, or any material adverse change in Executive's reporting relationship such that Executive no longer reports directly and exclusively to the Chief Executive Officer of the Company.

Notwithstanding the foregoing, Executive shall not have "Good Reason" for resignation unless (i) Executive provides the Company with written notice specifying in reasonable detail the event or condition constituting Good Reason within sixty (60) days after Executive first becomes aware of (or reasonably should have become aware of) such event or condition, (ii) the Company fails to cure such event or condition within thirty (30) days following the Company's receipt of such written notice, and (iii) Executive actually resigns from employment within thirty (30) days following the expiration of such thirty (30)-day cure period. If the Company cures the event or condition within the cure period, the event or condition shall no longer constitute Good Reason.

1.10 "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, and as used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d).

1.11 "Restrictive Covenant Period" shall mean the period during which the restrictive covenant obligations set forth in Article VIII remain in effect, as specified in the applicable section of Article VIII.

1.12 "Term" shall have the meaning set forth in Section 2.2 of this Agreement.

ARTICLE II — EMPLOYMENT AND TERM

2.1 Position and Duties.

(a) Employment. The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, as Executive Vice President and Chief Financial Officer of the Company, effective as of the Commencement Date. Executive shall serve in such capacity during the Term, subject to the terms and conditions of this Agreement.

(b) Reporting. Executive shall report directly and exclusively to the Chief Executive Officer of the Company (who, as of the Effective Date, is Gavin T. Ashford) and, as appropriate, to the Board and the Committee. Executive shall have unrestricted access to the Board and the Committee as reasonably necessary to fulfill Executive's duties and responsibilities.

(c) Duties and Responsibilities. Executive shall have such duties, responsibilities, and authority as are customary for the Chief Financial Officer of a publicly traded company of similar size, scope, and complexity as the Company, including, without limitation, overall management and oversight of (i) financial reporting and accounting, (ii) treasury and cash management, (iii) tax planning and compliance, (iv) internal audit and controls, (v) investor relations, (vi) financial planning and analysis, (vii) capital markets and financing activities, and (viii) such other duties and responsibilities as may be assigned to Executive from time to time by the Chief Executive Officer or the Board, consistent with Executive's position as Executive Vice President and Chief Financial Officer.

(d) Devotion of Time. During the Term, Executive shall devote substantially all of Executive's business time, attention, skill, and efforts to the faithful performance of Executive's duties and responsibilities under this Agreement for the benefit of the Company and its Affiliates. Executive shall perform Executive's duties diligently, competently, and in compliance with all applicable laws, regulations, and Company policies.

(e) Permitted Activities. Notwithstanding Section 2.1(d), Executive may, subject to the prior written approval of the Board (which approval shall not be unreasonably withheld): (i) serve on the boards of directors of up to two (2) outside companies that are not engaged in a business that is competitive with the Company's business; and (ii) serve on the boards of, or participate in, charitable, educational, civic, religious, or other non-profit organizations. In addition, Executive may manage Executive's personal, financial, and legal affairs and make passive personal investments, including investments in publicly traded securities (subject to compliance with the Company's insider trading policy and applicable securities laws). In no event shall any permitted activities described in this Section 2.1(e) materially interfere with Executive's performance of Executive's duties and responsibilities under this Agreement.

(f) Principal Place of Employment. Executive's principal place of employment shall be the Company's corporate headquarters located at 4100 Sandstone Ridge Boulevard, Las Vegas, Nevada 89119, subject to reasonable travel requirements as may be necessary for the performance of Executive's duties and responsibilities.

2.2 Term.

(a) Initial Term. The initial term of Executive's employment under this Agreement shall commence on the Commencement Date and shall continue for a period of three (3) years, ending on February 14, 2027, unless earlier terminated pursuant to the provisions of Article VI of this Agreement (such initial three-year period, together with any renewal periods, the "Term").

(b) Renewal. Following the expiration of the initial three (3)-year term, this Agreement shall automatically renew for successive additional periods of one (1) year each, upon the same terms and conditions set forth herein (subject to any amendments agreed upon by the Parties), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to the expiration of the then-current term (whether the initial term or any renewal term).

(c) Effect of Non-Renewal. In the event that the Company provides notice of non-renewal pursuant to Section 2.2(b), such non-renewal shall be treated as a termination of Executive's employment by the Company without Cause for purposes of the severance and other termination provisions set forth in Section 6.2 of this Agreement, and Executive shall be entitled to receive the severance payments and benefits set forth therein, subject to the conditions specified in Section 6.2. In the event that Executive provides notice of non-renewal, such non-renewal shall be treated as a voluntary resignation by Executive without Good Reason for purposes of Section 6.4.

ARTICLE III — COMPENSATION

3.1 Base Salary.

(a) During the Term, 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 regular payroll practices as in effect from time to time (currently on a semi-monthly basis), and subject to applicable tax withholdings and deductions as required by law.

(b) The Base Salary shall be reviewed by the Committee on an annual basis, and the Committee may, in its sole discretion, increase the Base Salary from time to time. Any such increase shall be effective as of the first payroll period following the Committee's determination. The Base Salary, as adjusted from time to time in accordance with this Section 3.1(b), shall constitute the "Base Salary" for all purposes of this Agreement. The Base Salary shall not be decreased below the then-current level without Executive's prior written consent, except as part of an across-the-board reduction applicable to all senior executives of the Company of not more than ten percent (10%) of Base Salary (and any such reduction shall be subject to Executive's right to resign for Good Reason pursuant to Section 1.9(a)).

3.2 Annual Cash Bonus.

(a) Eligibility. For each fiscal year of the Company during the Term, Executive shall be eligible to receive an annual performance-based cash bonus (the "Annual Bonus"), based on the achievement of individual and Company performance objectives established by the Committee.

(b) Target Bonus. Executive's target Annual Bonus shall be eighty-five percent (85%) of Executive's Base Salary (the "Target Bonus"). At the initial Base Salary level, the Target Bonus shall be Five Hundred Fifty-Two Thousand Five Hundred Dollars ($552,500).

(c) Maximum Bonus. The maximum Annual Bonus payable to Executive in respect of any fiscal year shall be one hundred seventy percent (170%) of Executive's Base Salary. At the initial Base Salary level, the maximum Annual Bonus shall be One Million One Hundred Five Thousand Dollars ($1,105,000).

(d) Performance Objectives. The performance objectives for each fiscal year shall be established by the Committee, in consultation with the Chief Executive Officer and Executive, within the first ninety (90) days of each fiscal year. Such performance objectives may include, without limitation, financial metrics (such as revenue, EBITDA, earnings per share, free cash flow, and return on invested capital), operational metrics, strategic milestones, and individual performance goals, in each case as determined by the Committee in its sole discretion.

(e) Payment. The Annual Bonus, if any, shall be determined by the Committee following the end of the applicable fiscal year and shall be paid to Executive within seventy-five (75) days following the end of such fiscal year, subject to Executive's continued employment with the Company through the date of payment (except as otherwise provided in Article VI of this Agreement with respect to certain termination scenarios).

(f) Proration for Fiscal Year 2024. For the Company's fiscal year ending December 31, 2024, Executive's Annual Bonus shall be prorated based on the number of days of Executive's employment during such fiscal year divided by the total number of days in such fiscal year (i.e., 320/366, based on a Commencement Date of February 15, 2024).

(g) Committee Discretion. The Annual Bonus shall be determined by the Committee in its sole discretion, based on its assessment of the degree to which the applicable performance objectives have been achieved, and subject to the terms of any applicable incentive compensation plan of the Company. Nothing in this Agreement shall guarantee any particular Annual Bonus payment in any fiscal year, and the failure to earn an Annual Bonus in any given year shall not constitute a breach of this Agreement or give rise to Good Reason.

3.3 Signing Bonus.

(a) In recognition of Executive's agreement to leave Executive's current employment with Grandview Resorts International, Inc. and to join the Company, and in partial consideration for foregone compensation and benefits at Executive's prior employer, the Company shall pay Executive a one-time cash signing bonus of Three Hundred Thousand Dollars ($300,000) (the "Signing Bonus"), payable within thirty (30) days following the Commencement Date, subject to Executive's commencement of employment on the Commencement Date and subject to applicable tax withholdings and deductions.

(b) Repayment Obligation. If Executive voluntarily terminates Executive's employment without Good Reason or the Company terminates Executive's employment for Cause, in either case within twenty-four (24) months following the Commencement Date, Executive shall repay the Signing Bonus to the Company on a pro-rata basis. The amount to be repaid shall be equal to Three Hundred Thousand Dollars ($300,000) multiplied by a fraction, the numerator of which is the number of full calendar months remaining in the twenty-four (24)-month period following the Commencement Date as of the date of termination, and the denominator of which is twenty-four (24) (i.e., Twelve Thousand Five Hundred Dollars ($12,500) per full calendar month remaining). Such repayment shall be made by Executive in a lump sum within thirty (30) days following the date of termination, or, at the Company's election, may be offset against any amounts otherwise due to Executive from the Company, to the extent permitted by applicable law and Section 409A of the Code. For the avoidance of doubt, no repayment obligation shall arise if Executive's employment is terminated by the Company without Cause, by Executive for Good Reason, or due to Executive's death or Disability.

3.4 Equity Compensation.

(a) Restricted Stock Units (RSUs). Subject to the approval of the Committee and the terms and conditions of the Company's equity incentive plan (as in effect from time to time) and a separate RSU award agreement substantially in the form attached hereto as Exhibit B, the Company shall grant Executive, effective on the Commencement Date (or such other date as may be determined by the Committee, but in no event later than thirty (30) days following the Commencement Date), Thirty-Five Thousand (35,000) restricted stock units (the "Initial RSU Grant"), each representing the right to receive one share of the Company's common stock, par value $0.001 per share (Nasdaq: RDGM), upon vesting. The Initial RSU Grant shall vest in three (3) substantially equal annual installments, with one-third of the RSUs (11,666 RSUs) vesting on each of the first and second anniversaries of the Commencement Date, and one-third (11,668 RSUs) vesting on the third anniversary of the Commencement Date, in each case subject to Executive's continued employment with the Company through the applicable vesting date, except as otherwise provided in Sections 3.4(c), 3.4(d), and Article VI. Based on the estimated closing price per share of RDGM common stock on the anticipated grant date of $38.20, the aggregate estimated grant date fair market value of the Initial RSU Grant is approximately $1,337,000.

(b) Performance Stock Units (PSUs). Subject to the approval of the Committee and the terms and conditions of the Company's equity incentive plan and a separate PSU award agreement substantially in the form attached hereto as Exhibit C, the Company shall grant Executive, effective on the Commencement Date (or such other date as may be determined by the Committee, but in no event later than thirty (30) days following the Commencement Date), a target number of Twenty Thousand (20,000) performance stock units (the "Initial PSU Grant"), each representing the right to receive one share of the Company's common stock upon vesting. The Initial PSU Grant shall be subject to a three (3)-year performance period commencing on the Commencement Date and ending on the third anniversary thereof. The PSUs shall cliff vest at the end of the three-year performance period, subject to achievement of performance metrics and Executive's continued employment through the end of the performance period, except as otherwise provided in Sections 3.4(c), 3.4(d), and Article VI. The payout range for the PSUs shall be zero percent (0%) to two hundred percent (200%) of the target number (i.e., from 0 to 40,000 shares), based on the level of achievement of performance metrics established by the Committee. The performance metrics shall be established by the Committee within ninety (90) days following the Commencement Date, in consultation with the Company's independent compensation consultant (currently Halcyon Meridian Advisors LLC, Anita G. Prescott, Managing Director). Based on the estimated closing price per share of RDGM common stock on the anticipated grant date of $38.20, the aggregate estimated grant date fair market value of the Initial PSU Grant at target is approximately $764,000.

(c) Acceleration on Termination Without Cause or for Good Reason (Non-CIC). Upon a termination of Executive's employment by the Company without Cause or by Executive for Good Reason, in either case other than during a CIC Period (as defined in Section 6.5), Executive shall be entitled to pro-rata vesting of the then-unvested portion of the Initial RSU Grant and the Initial PSU Grant (and any other outstanding equity awards granted to Executive under the Company's equity incentive plan that are subject to time-based or performance-based vesting), based on the number of complete calendar months of Executive's employment from the applicable vesting commencement date through the date of termination, divided by the total number of months in the applicable vesting period. For purposes of PSUs subject to pro-rata acceleration under this Section 3.4(c), the number of PSUs that vest shall be determined based on actual performance through the date of termination (or, if actual performance cannot reasonably be measured as of the date of termination, at the target level). The pro-rata vested portion of any RSUs and PSUs shall be settled in shares of the Company's common stock within sixty (60) days following the date of termination, subject to the execution and non-revocation of a release of claims as described in Section 6.2. Any portion of the RSUs and PSUs that does not vest pursuant to this Section 3.4(c) shall be forfeited as of the date of termination.

(d) Acceleration on CIC Qualifying Termination. Upon a Qualifying Termination (as defined in Section 6.5), all then-unvested RSUs and PSUs (and any other outstanding equity awards granted to Executive under the Company's equity incentive plan) shall fully and immediately vest as of the date of such Qualifying Termination. For purposes of PSUs subject to acceleration under this Section 3.4(d), the number of PSUs that vest shall be determined at the target level or, if greater, based on actual performance as of the date of the Change in Control or the date of termination (whichever yields a higher payout), to the extent such actual performance can be determined. The fully accelerated RSUs and PSUs shall be settled in shares of the Company's common stock within sixty (60) days following the date of termination (or, if earlier settlement is required under the terms of the Change in Control transaction, upon the closing of such transaction), subject to the execution and non-revocation of a release of claims as described in Section 6.5.

(e) Total Initial Equity Value. The estimated total value of Executive's initial equity grants is as follows (based on an estimated grant date fair market value of $38.20 per share):

The annualized value of the initial equity grants over the three-year vesting period is approximately $700,333 per year, which is provided for informational purposes only and does not represent a guarantee of future value.

(f) Annual Equity Grants. Beginning in the Company's fiscal year following the first anniversary of the Commencement Date, Executive shall be eligible for annual equity grants (which may consist of RSUs, PSUs, stock options, or such other equity-based awards as the Committee may determine) under the Company's equity incentive plan, as determined by the Committee in its sole discretion, consistent with the Company's executive compensation program and the practices of the Committee with respect to similarly situated senior executives. The form, amount, vesting schedule, and other terms and conditions of any annual equity grants shall be determined by the Committee.

3.5 Total Estimated Annual Compensation.

At target levels, and using the estimated grant date fair values set forth herein, Executive's total estimated annual compensation is summarized as follows:

The foregoing summary is provided for illustrative purposes only, excludes the one-time Signing Bonus, and does not guarantee any particular level of compensation. Actual compensation will depend on the Committee's determinations, the Company's performance, the performance of the Company's common stock, and other factors.

ARTICLE IV — EMPLOYEE BENEFITS

4.1 Benefit Plans.

During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, policies, and arrangements maintained by the Company from time to time for the benefit of its senior executives generally, including, without limitation, the Company's group medical, dental, vision, prescription drug, life insurance, accidental death and dismemberment, short-term and long-term disability insurance, flexible spending account, health savings account, employee assistance program, and 401(k) retirement savings plan (including any Company matching contributions), in each case subject to the eligibility requirements, terms, and conditions of such plans as in effect from time to time. The Company reserves the right to amend, modify, or terminate any such benefit plans at any time, provided that any such amendment, modification, or termination shall be applied consistently to all similarly situated senior executives of the Company.

4.2 Vacation and Paid Time Off.

During the Term, Executive shall be entitled to not less than four (4) weeks (20 business days) of paid vacation per calendar year, in addition to all Company-observed holidays, in accordance with the Company's paid time off policies as in effect from time to time. Vacation shall be taken at such times as are mutually convenient for Executive and the Company, taking into account the needs of the Company's business. Accrual, carry-over, and any payout of unused vacation upon termination shall be governed by the Company's policies as in effect from time to time.

4.3 Directors' and Officers' 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 maintain directors' and officers' liability insurance coverage for Executive under the Company's existing directors' and officers' liability insurance policy (currently maintained with Pinnacle Investors Indemnity Group) or a comparable replacement policy providing coverage on terms no less favorable than those applicable to other current and former senior executives and directors of the Company. The Company shall not take any action, or fail to take any action, that would result in a lapse of such coverage as applied to Executive during such period, unless a replacement policy providing substantially comparable coverage is simultaneously placed in effect.

4.4 Indemnification.

The Company shall indemnify and hold harmless Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware (the Company's state of incorporation), the Company's Amended and Restated Certificate of Incorporation, and the Company's Amended and Restated Bylaws, each as in effect from time to time, and any indemnification agreement separately entered into between the Company and Executive (which agreement the Parties shall negotiate and enter into in good faith promptly following the Effective Date). Such indemnification shall include, without limitation, advancement of reasonable attorneys' fees, costs, and expenses incurred by Executive in connection with any threatened, pending, or completed action, suit, proceeding, or investigation (whether civil, criminal, administrative, or investigative) arising out of or relating to Executive's service as an officer, director, employee, or agent of the Company or any of its Affiliates, or any other entity at the Company's request. The Company's indemnification obligations under this Section 4.4 shall survive the termination of Executive's employment for any reason and shall continue in full force and effect for so long as any claim covered by such indemnification may be asserted or pursued.

4.5 Relocation Allowance.

(a) The Company shall reimburse Executive for reasonable, documented out-of-pocket expenses incurred by Executive in connection with the relocation of Executive's primary residence from Reno, Nevada to the Las Vegas, Nevada metropolitan area, up to a maximum aggregate amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Relocation Allowance").

(b) Covered relocation expenses shall include, without limitation: (i) costs of professional moving services for household goods and personal effects; (ii) temporary housing expenses for Executive and Executive's family for a period of up to ninety (90) days; (iii) reasonable travel expenses associated with the relocation, including house-hunting trips; (iv) customary real estate closing costs, broker commissions, and related fees incurred in connection with the sale of Executive's existing primary residence in Reno, Nevada; and (v) customary closing costs incurred in connection with the purchase of a new primary residence in the Las Vegas, Nevada metropolitan area. All reimbursements shall be supported by reasonable documentation and shall be subject to the Company's expense reimbursement policies.

(c) Executive shall complete the relocation of Executive's primary residence to the Las Vegas, Nevada metropolitan area within twelve (12) months following the Commencement Date.

(d) Repayment Obligation. If Executive voluntarily terminates Executive's employment without Good Reason within twenty-four (24) months following the Commencement Date, Executive shall repay to the Company the Relocation Allowance on a pro-rata basis, calculated in the same manner as the Signing Bonus repayment obligation set forth in Section 3.3(b). For the avoidance of doubt, no repayment obligation shall arise if Executive's employment is terminated by the Company without Cause, by Executive for Good Reason, or due to Executive's death or Disability.

(e) All reimbursements under this Section 4.5 shall be made in accordance with Section 12.8 and shall be paid no later than the last day of the calendar year following the calendar year in which the applicable expense is incurred.

4.6 Business Expenses.

During the Term, the Company shall reimburse Executive for all reasonable and necessary out-of-pocket business expenses incurred by Executive in the performance of Executive's duties under this Agreement, in accordance with the Company's expense reimbursement policies as in effect from time to time. Executive shall submit expense reports and supporting documentation within the time frames required by the Company's policies. Without limiting the generality of the foregoing, Executive shall be entitled to first-class air travel for flights exceeding three (3) hours in duration.

ARTICLE V — REPRESENTATIONS OF EXECUTIVE

5.1 Capacity to Enter Agreement.

Executive represents and warrants to the Company that Executive is not a party to or bound by any employment agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, or other restrictive covenant or obligation that would prevent, restrict, or materially interfere with Executive's acceptance of employment with the Company or the performance of Executive's duties and responsibilities under this Agreement. Executive represents and warrants that Executive has disclosed to the Company, in writing, all existing restrictive covenants, non-competition agreements, non-solicitation agreements, confidentiality agreements, and other contractual obligations to which Executive is subject as of the Effective Date, including, without limitation, any such agreements with Grandview Resorts International, Inc. and any prior employers.

5.2 No Conflicts.

Executive represents and warrants to the Company that the execution, delivery, and performance by Executive of this Agreement, and the commencement and continuation of Executive's employment with the Company, will not conflict with, result in a breach or violation of, constitute a default under, or require the consent of any third party pursuant to, any existing agreement, contract, obligation, or understanding (whether written or oral) to which Executive is a party or by which Executive is bound, including, without limitation, any agreement with Grandview Resorts International, Inc.

5.3 Accuracy of Information.

Executive represents and warrants to the Company that all information provided by Executive to the Company during the recruitment and hiring process, including, without limitation, information regarding Executive's educational background, employment history, professional qualifications, licenses (including Nevada CPA License No. CPA-NV-041882), and credentials, is true, correct, and complete in all material respects. Executive acknowledges that the Company has relied upon the accuracy of such information in entering into this Agreement and offering employment to Executive.

5.4 Gaming Regulatory Compliance.

(a) Executive acknowledges that the Company and its Affiliates are engaged in businesses that are subject to extensive regulation by gaming authorities and commissions in multiple jurisdictions, including, without limitation, the Nevada Gaming Commission, the Nevada Gaming Control Board, the New Jersey Division of Gaming Enforcement, and the gaming regulatory authorities of each other jurisdiction in which the Company or any of its Affiliates holds or applies for gaming licenses or approvals (collectively, "Gaming Authorities").

(b) Executive acknowledges and agrees that Executive's employment with the Company is contingent upon, and at all times during the Term shall be subject to, Executive obtaining and maintaining all gaming licenses, registrations, findings of suitability, work permits, and other regulatory approvals required by the applicable Gaming Authorities for Executive to serve in the capacity of Executive Vice President and Chief Financial Officer and to perform the duties and responsibilities assigned to Executive under this Agreement.

(c) Executive agrees to cooperate fully and promptly with all gaming regulatory investigations, applications, background checks, and inquiries conducted by any Gaming Authority in connection with Executive's employment with the Company or its Affiliates. Executive shall provide all information and documentation reasonably requested by any Gaming Authority and shall submit to any personal history disclosure, fingerprinting, background investigation, or other inquiry required by applicable gaming laws and regulations.

(d) Executive acknowledges that any denial, revocation, suspension, or material restriction of any gaming license, registration, finding of suitability, or other regulatory approval required for Executive to perform Executive's duties may constitute Cause for termination under Section 1.3(f) of this Agreement.

ARTICLE VI — TERMINATION OF EMPLOYMENT

6.1 Termination by the Company for Cause.

(a) The Company may terminate Executive's employment for Cause at any time during the Term, subject to the notice and cure provisions set forth in Section 1.3.

(b) Termination Notice. A termination for Cause shall be effective upon the Company's delivery to Executive of a written notice of termination (or, in the case of a termination under Section 1.3(d) or (e), upon the expiration of the applicable cure period without cure), specifying in reasonable detail the facts and circumstances constituting Cause. Prior to any termination for Cause, Executive shall be afforded an opportunity to appear before the Board (with counsel, if Executive so elects) to present Executive's response to the allegations of Cause.

(c) Payments Upon Termination for Cause. Upon a termination of Executive's employment by the Company for Cause, Executive shall be entitled to receive, and the Company's sole obligation shall be to pay or provide, the following (collectively, the "Accrued Obligations"):

(i) Executive's accrued but unpaid Base Salary through the date of termination, payable in a lump sum within thirty (30) days following the date of termination (or such earlier date as may be required by applicable law);

(ii) the value of any accrued but unused vacation or paid time off as of the date of termination, payable in accordance with the Company's policies and applicable law;

(iii) reimbursement for any unreimbursed business expenses properly incurred by Executive prior to the date of termination, in accordance with the Company's expense reimbursement policies, payable within sixty (60) days following submission of appropriate documentation; and

(iv) any vested benefits to which Executive is entitled under the terms of the Company's employee benefit plans as of the date of termination, payable in accordance with the terms of such plans.

(d) No Additional Payments. Upon a termination for Cause, Executive shall not be entitled to receive any Annual Bonus (whether for the year of termination or any prior year if not yet paid), any severance payments, any equity acceleration, or any other compensation or benefits, except as set forth in this Section 6.1(c).

6.2 Termination by the Company Without Cause.

(a) The Company may terminate Executive's employment at any time without Cause upon thirty (30) days' advance written notice to Executive (or, at the Company's election, payment of thirty (30) days' Base Salary in lieu of notice).

(b) Payments Upon Termination Without Cause (Non-CIC). Upon a termination of Executive's employment by the Company without Cause (other than during a CIC Period, as described in Section 6.5), Executive shall be entitled to receive the following, subject to Executive's compliance with the conditions set forth in Section 6.2(c):

(i) The Accrued Obligations, as defined in Section 6.1(c);

(ii) A severance payment in an aggregate amount equal to one and one-half times (1.5×) Executive's then-current Base Salary (the "Non-CIC Severance Amount"), which, at the initial Base Salary level, equals Nine Hundred Seventy-Five Thousand Dollars ($975,000). The Non-CIC Severance Amount shall be payable in substantially equal installments over the eighteen (18)-month period following the date of termination, in accordance with the Company's regular payroll practices, commencing on the first regular payroll date occurring on or after the sixtieth (60th) day following the date of termination (with the first payment including a catch-up of any installments that would have been paid had payments commenced on the date of termination);

(iii) A pro-rata Annual Bonus for the fiscal year in which the date of termination occurs, based on actual Company and individual performance for such fiscal year and prorated for the number of days Executive was employed by the Company during such fiscal year, payable at the same time as Annual Bonuses are paid to other senior executives of the Company for such fiscal year, but in no event later than seventy-five (75) days following the end of such fiscal year (the "Pro-Rata Bonus");

(iv) Subject to Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay the monthly COBRA premiums for Executive and Executive's eligible dependents for a period of up to eighteen (18) months following the date of termination (or, if earlier, until such date as Executive becomes eligible for substantially comparable group health insurance coverage through a subsequent employer) (the "Non-CIC COBRA Benefit"). If the Company determines that providing the Non-CIC COBRA Benefit would violate applicable law or result in adverse tax consequences to the Company, the Company shall instead provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium for the remaining period; and

(v) Pro-rata acceleration of Executive's then-unvested RSUs and PSUs (and any other then-unvested equity awards granted to Executive under the Company's equity incentive plan), in accordance with Section 3.4(c) of this Agreement.

(c) Conditions to Severance. The payments and benefits described in Section 6.2(b)(ii) through (v) (collectively, the "Non-CIC Severance Benefits") shall be conditioned upon: (i) Executive's execution and delivery to the Company, and non-revocation, of a general release of claims in substantially the form attached hereto as Exhibit A (the "Release"), which Release must become effective and irrevocable no later than sixty (60) days following the date of termination; (ii) Executive's continued compliance with the restrictive covenant obligations set forth in Article VIII of this Agreement; and (iii) Executive's compliance with the resignation and cooperation obligations set forth in Section 6.7. If Executive fails to execute and deliver the Release within the prescribed period, or if Executive revokes the Release within the applicable revocation period, Executive shall not be entitled to receive any Non-CIC Severance Benefits, and the Company's sole obligation shall be to pay the Accrued Obligations.

6.3 Resignation by Executive for Good Reason.

(a) Executive may resign from employment with the Company for Good Reason at any time during the Term, subject to the notice and cure provisions set forth in Section 1.9.

(b) Payments Upon Resignation for Good Reason (Non-CIC). Upon a resignation by Executive for Good Reason (other than during a CIC Period, as described in Section 6.5), Executive shall be entitled to receive the same severance payments and benefits as would be payable upon a termination by the Company without Cause under Section 6.2(b), subject to the same conditions set forth in Section 6.2(c). For the avoidance of doubt, a resignation for Good Reason during a CIC Period shall be governed by Section 6.5 rather than this Section 6.3.

6.4 Voluntary Resignation Without Good Reason.

(a) Executive may resign from employment with the Company at any time without Good Reason upon sixty (60) days' advance written notice to the Company. The Company may, in its sole discretion, waive all or any portion of such notice period and accelerate the effective date of Executive's resignation, provided that Executive shall continue to receive Base Salary through the originally scheduled effective date of resignation or the last day of the notice period, whichever is earlier.

(b) Payments Upon Voluntary Resignation Without Good Reason. Upon Executive's voluntary resignation without Good Reason, Executive shall be entitled to receive only the Accrued Obligations. Executive shall not be entitled to receive any Annual Bonus (whether for the year of termination or any prior year if not yet paid, except as required by applicable law), any severance payments, or any equity acceleration. For the avoidance of doubt, the Signing Bonus repayment obligations set forth in Section 3.3(b) and the relocation allowance repayment obligations set forth in Section 4.5(d) shall apply in the event of a voluntary resignation without Good Reason within the applicable repayment periods.

6.5 Termination in Connection with a Change in Control.

(a) CIC Period. If Executive's employment is terminated by the Company without Cause or Executive resigns for Good Reason within the twenty-four (24)-month period following the consummation of a Change in Control (such twenty-four (24)-month period, the "CIC Period," and such a termination or resignation, a "Qualifying Termination"), the following provisions shall apply in lieu of the severance provisions set forth in Sections 6.2 and 6.3:

(i) The Accrued Obligations;

(ii) A lump-sum cash severance payment equal to two times (2×) the sum of (A) Executive's then-current Base Salary plus (B) Executive's Target Bonus (the "CIC Severance Amount"). At the initial Base Salary and Target Bonus levels, the CIC Severance Amount equals Two Million Four Hundred Five Thousand Dollars ($2,405,000), calculated as follows: ($650,000 + $552,500) × 2 = $2,405,000. The CIC Severance Amount shall be payable in a single lump sum within sixty (60) days following the date of termination;

(iii) A pro-rata Annual Bonus for the fiscal year in which the date of termination occurs, based on the Target Bonus (rather than actual performance) and prorated for the number of days Executive was employed by the Company during such fiscal year, payable within sixty (60) days following the date of termination;

(iv) Subject to Executive's timely election of COBRA continuation coverage, the Company shall pay the monthly COBRA premiums for Executive and Executive's eligible dependents for a period of up to twenty-four (24) months following the date of termination (or, if earlier, until such date as Executive becomes eligible for substantially comparable group health insurance coverage through a subsequent employer) (the "CIC COBRA Benefit"). If the Company determines that providing the CIC COBRA Benefit would violate applicable law or result in adverse tax consequences to the Company, the Company shall instead provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium for the remaining period; and

(v) Full and immediate acceleration of all then-unvested RSUs, PSUs, and any other then-unvested equity awards granted to Executive under the Company's equity incentive plan, in accordance with Section 3.4(d) of this Agreement, with PSUs vesting at the target level or, if greater, based on actual performance as of the date of the Change in Control or the date of termination (whichever yields a higher payout), to the extent such actual performance can be determined.

(b) Double-Trigger Requirement. For the avoidance of doubt, the enhanced severance benefits described in this Section 6.5 shall be payable only upon a Qualifying Termination (i.e., a termination of Executive's employment by the Company without Cause or a resignation by Executive for Good Reason, in either case occurring during the CIC Period). No severance benefits under this Section 6.5 shall be payable solely by reason of the occurrence of a Change in Control, absent a Qualifying Termination.

(c) Conditions. The payments and benefits described in Section 6.5(a)(ii) through (v) (collectively, the "CIC Severance Benefits") shall be conditioned upon: (i) Executive's execution and delivery to the Company, and non-revocation, of the Release, which Release must become effective and irrevocable no later than sixty (60) days following the date of termination; (ii) Executive's continued compliance with the restrictive covenant obligations set forth in Article VIII; and (iii) Executive's compliance with the resignation and cooperation obligations set forth in Section 6.7.

6.6 Death or Disability.

(a) Executive's employment shall terminate automatically upon Executive's death. The Company may terminate Executive's employment upon a determination of Executive's Disability in accordance with Section 1.8 of this Agreement.

(b) Payments Upon Termination Due to Death or Disability. Upon a termination of Executive's employment due to Executive's death or Disability, Executive (or Executive's estate, beneficiaries, or legal representatives, as applicable) shall be entitled to receive:

(i) The Accrued Obligations;

(ii) A pro-rata Annual Bonus for the fiscal year in which the date of termination occurs, based on the Target Bonus (rather than actual performance) and prorated for the number of days Executive was employed by the Company during such fiscal year, payable within seventy-five (75) days following the end of such fiscal year;

(iii) Pro-rata acceleration of Executive's then-unvested RSUs and PSUs (and any other then-unvested equity awards), in accordance with Section 3.4(c) of this Agreement; and

(iv) Subject to the timely election of COBRA continuation coverage by Executive (or Executive's surviving spouse or eligible dependents), the Company shall pay the monthly COBRA premiums for Executive (or Executive's surviving spouse and eligible dependents) for a period of up to eighteen (18) months following the date of termination (or, if earlier, until Executive or Executive's eligible dependents become eligible for substantially comparable group health insurance coverage from another source).

6.7 Resignation from Positions; Cooperation.

(a) Upon any termination of Executive's employment for any reason, Executive shall be deemed to have resigned, effective as of the date of termination, from all positions held by Executive as an officer, director, committee member, or in any other capacity with the Company and each of its Affiliates, and Executive agrees to execute any documents reasonably requested by the Company to confirm such resignations.

(b) Following any termination of Executive's employment, Executive shall reasonably cooperate with the Company in connection with the orderly transition of Executive's duties and responsibilities, including making Executive reasonably available to answer questions, provide information, and assist with the transition of ongoing matters, for a reasonable period following the date of termination.

ARTICLE VII — SECTION 280G; PARACHUTE PAYMENTS

7.1 Best-Net Cutback Provision.

(a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a Change in Control or the termination of Executive's employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement) (all such payments and benefits, including the payments and benefits under Article VI and Section 3.4, being hereinafter referred to as the "Total Payments") would be subject (in whole or in part) to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then the Total Payments shall be reduced (but not below zero) to the minimum extent necessary so that no portion of the Total Payments, as so reduced, is subject to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, and local income and employment taxes on such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, and local income and employment taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject with respect to such unreduced Total Payments) (the "Best-Net Approach").

(b) No Gross-Up. For the avoidance of doubt, in no event shall the Company be obligated to pay or reimburse Executive for any Excise Tax, or to provide any "gross-up" payment in respect of the Excise Tax or any income or other taxes.

(c) Order of Reduction. If a reduction of the Total Payments is required pursuant to Section 7.1(a), the reduction shall be applied in the following order, to the extent necessary: (i) first, reduction of cash payments that do not constitute deferred compensation within the meaning of Section 409A of the Code; (ii) second, reduction of other payments and benefits that do not constitute deferred compensation within the meaning of Section 409A; and (iii) third, reduction of payments and benefits that constitute deferred compensation within the meaning of Section 409A. Within each category, the reduction shall be applied in reverse chronological order (i.e., the payment or benefit that is farthest from being made or provided shall be reduced first). If two or more payments or benefits are to be made or provided at the same time, the reduction shall be applied on a pro-rata basis. The reduction shall be applied in the manner that provides the maximum economic benefit to Executive, consistent with the requirements of Section 409A.

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EXECUTIVE EMPLOYMENT AGREEMENT
SECOND DRAFT — December 15, 2023
DRAFT — PRIVILEGED & CONFIDENTIAL — SUBJECT TO NEGOTIATION
Prepared by Calderwood & Harkness LLP 3900 Howard Hughes Parkway, Suite 800 Las Vegas, NV 89169
Matter No. 1033-00005
Prepared by: Nadia Petrov / James Underwood Reviewed by: Renata Vasquez
Right-click to update Table of Contents
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of [●], 2024 (the "Effective Date"), by and between:
REDSTONE GAMING CORP., a Delaware corporation, with its principal executive offices located at 4100 Sandstone Ridge Boulevard, Las Vegas, Nevada 89119 (the "Company"),
and
MARCUS J. ELLENDER, an individual residing at 2288 Bristlecone Pines Drive, Reno, Nevada 89511 (the "Executive").
The Company and Executive are sometimes referred to herein collectively as the "Parties" and individually as a "Party."
RECITALS
WHEREAS, the Company is a publicly traded gaming and media entertainment company listed on the Nasdaq Stock Market under the ticker symbol "RDGM," engaged in, among other things, casino gaming, resort operations, interactive digital gaming, sports betting, and media entertainment across multiple domestic and international jurisdictions;
WHEREAS, the Company desires to employ Executive as Executive Vice President and Chief Financial Officer of the Company, and Executive desires to accept such employment, on the terms and conditions set forth herein;
WHEREAS, the Board of Directors of the Company (the "Board"), acting through its Compensation Committee (the "Committee"), approved the framework for the terms of Executive's employment pursuant to Resolution No. CC-2023-014, dated November 3, 2023, and has authorized the Company to enter into this Agreement on the terms set forth herein;
WHEREAS, Executive is currently employed as Executive Vice President and Chief Accounting Officer of Grandview Resorts International, Inc. ("Grandview") and will resign such position prior to the Commencement Date (as defined herein);
WHEREAS, Executive holds an active Nevada Certified Public Accountant License (No. CPA-NV-041882) issued by the Nevada State Board of Accountancy and possesses the qualifications, experience, and expertise the Company seeks for the Chief Financial Officer role;
WHEREAS, the Parties desire to set forth the terms and conditions of Executive's employment with the Company, including but not limited to compensation, benefits, equity awards, termination provisions, severance arrangements, and restrictive covenant obligations; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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.
1.1 "Affiliate" shall mean, with respect to the Company, 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, and "controlled" and "controlling" shall have correlative meanings.
1.2 "Board" shall mean the Board of Directors of Redstone Gaming Corp., as constituted from time to time.
1.3 "Cause" shall mean the occurrence of any of the following events or conditions:
(a) Executive's willful misconduct or gross negligence in the performance of Executive's material duties and responsibilities under this Agreement;
(b) Executive's conviction of, or entry of a plea of guilty or nolo contendere to, (i) a felony under federal or state law or (ii) any crime (whether or not a felony) involving moral turpitude, dishonesty, fraud, or financial misconduct;
(c) Executive's commission of fraud, embezzlement, theft, or misappropriation of Company assets or funds, regardless of the amount involved;
(d) Executive's material breach of this Agreement, the Company's Code of Conduct (as in effect from time to time), or Executive's fiduciary duties to the Company or its stockholders;
(e) Executive's willful failure or refusal to cooperate with a bona fide internal investigation conducted by the Company or the Board, or with any investigation, audit, or inquiry conducted by a governmental, regulatory, or self-regulatory authority having jurisdiction over the Company or its business operations; or
(f) The loss, revocation, suspension, denial of renewal, or material restriction of any gaming license, registration, finding of suitability, or other regulatory approval required for Executive to perform Executive's duties and responsibilities under this Agreement in any jurisdiction in which the Company or any of its Affiliates operates or is seeking to operate.
Notwithstanding the foregoing, no termination of Executive's employment shall constitute a termination for "Cause" under clauses (d) or (e) above unless (i) the Company has provided Executive with written notice specifying in reasonable detail the facts and circumstances constituting Cause, (ii) Executive has been afforded a period of thirty (30) days following receipt of such notice within which to cure the condition giving rise to Cause (to the extent such condition is reasonably susceptible to cure), and (iii) Executive has failed to cure such condition within such thirty (30)-day cure period. For the avoidance of doubt, clauses (a), (b), (c), and (f) shall not be subject to a cure period.
1.4 "Change in Control" shall mean the occurrence of any of the following events:
(a) The acquisition by any Person or "group" (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors;
(b) The consummation of a merger, consolidation, statutory share exchange, or similar business combination transaction involving the Company or any of its subsidiaries (a "Business Combination"), unless, immediately following such Business Combination, (i) the individuals and entities who were the beneficial owners of the Company's outstanding voting securities immediately prior to such Business Combination beneficially own, directly or indirectly, fifty percent (50%) or more of the combined voting power of the then-outstanding voting securities of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, and (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, fifty percent (50%) or more of the combined voting power of the then-outstanding voting securities of such resulting entity, except to the extent that such ownership existed prior to the Business Combination;
(c) The sale, transfer, or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any Person that is not an Affiliate of the Company (other than a sale, transfer, or disposition to an entity, fifty percent (50%) or more of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, transfer, or disposition); or
(d) A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board within any consecutive twenty-four (24)-month period; provided, however, that any individual who becomes a director subsequent to the Effective Date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the Incumbent Directors then serving on the Board shall be considered an Incumbent Director for purposes of this definition, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by reason of (i) any internal corporate reorganization or restructuring of the Company or its Affiliates that does not involve a third party, (ii) an initial public offering of any subsidiary of the Company, or (iii) any transaction that results in the Company or any successor entity becoming a wholly owned subsidiary of a holding company that is owned in substantially the same proportions by the persons who held the Company's securities immediately prior to such transaction. In addition, if a Change in Control constitutes a payment event with respect to any amount that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event constituting such Change in Control must also constitute a "change in control event" as defined in Treasury Regulation § 1.409A-3(i)(5) to the extent required by Section 409A.
1.5 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto, together with the Treasury Regulations promulgated thereunder.
1.6 "Commencement Date" shall mean February 15, 2024, which is the date on which Executive's employment with the Company shall commence, subject to satisfaction of the conditions set forth in this Agreement.
1.7 "Committee" shall mean the Compensation Committee of the Board, as constituted from time to time, or any successor committee of the Board with substantially similar authority and responsibilities.
1.8 "Disability" shall mean Executive's inability, due to physical or mental incapacity, to substantially perform the essential functions of Executive's position under this Agreement, with or without reasonable accommodation as required by applicable law, for a period of one hundred eighty (180) consecutive calendar days or for a cumulative period of two hundred seventy (270) calendar days in any three hundred sixty-five (365)-day period. Any determination of Disability shall be made on the basis of a written certification by a licensed physician mutually agreed upon by the Company and Executive (or Executive's legal representative). If the Company and Executive (or Executive's legal representative) are unable to agree upon a physician, each shall select a licensed physician, and the two physicians so selected shall select a third physician, whose determination shall be binding. In the event that Executive is determined to be "disabled" within the meaning of the Company's long-term disability plan, such determination shall create a rebuttable presumption that Executive has a Disability for purposes of this Agreement.
1.9 "Good Reason" shall mean the occurrence of any of the following events or conditions without Executive's prior written consent:
(a) A material diminution in Executive's Base Salary, Target Bonus opportunity, or aggregate compensation (other than an across-the-board reduction applicable to all senior executives of the Company of not more than ten percent (10%) of Base Salary);
(b) A material diminution in Executive's title, authority, duties, or responsibilities, including, without limitation, a change in Executive's title from Executive Vice President and Chief Financial Officer to a title of lesser rank or significance, or the assignment to Executive of duties and responsibilities materially inconsistent with Executive's position;
(c) The relocation of Executive's principal place of employment to a location more than fifty (50) miles from 4100 Sandstone Ridge Boulevard, Las Vegas, Nevada 89119, without Executive's prior written consent;
(d) A material breach by the Company of any material provision of this Agreement or any other material agreement between the Company and Executive; or
(e) Any requirement that Executive report to any individual or body other than the Chief Executive Officer of the Company or the Board, or any material adverse change in Executive's reporting relationship such that Executive no longer reports directly and exclusively to the Chief Executive Officer of the Company.
Notwithstanding the foregoing, Executive shall not have "Good Reason" for resignation unless (i) Executive provides the Company with written notice specifying in reasonable detail the event or condition constituting Good Reason within sixty (60) days after Executive first becomes aware of (or reasonably should have become aware of) such event or condition, (ii) the Company fails to cure such event or condition within thirty (30) days following the Company's receipt of such written notice, and (iii) Executive actually resigns from employment within thirty (30) days following the expiration of such thirty (30)-day cure period. If the Company cures the event or condition within the cure period, the event or condition shall no longer constitute Good Reason.
1.10 "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, and as used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d).
1.11 "Restrictive Covenant Period" shall mean the period during which the restrictive covenant obligations set forth in Article VIII remain in effect, as specified in the applicable section of Article VIII.
1.12 "Term" shall have the meaning set forth in Section 2.2 of this Agreement.
ARTICLE II — EMPLOYMENT AND TERM
2.1 Position and Duties.
(a) Employment. The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, as Executive Vice President and Chief Financial Officer of the Company, effective as of the Commencement Date. Executive shall serve in such capacity during the Term, subject to the terms and conditions of this Agreement.
(b) Reporting. Executive shall report directly and exclusively to the Chief Executive Officer of the Company (who, as of the Effective Date, is Gavin T. Ashford) and, as appropriate, to the Board and the Committee. Executive shall have unrestricted access to the Board and the Committee as reasonably necessary to fulfill Executive's duties and responsibilities.
(c) Duties and Responsibilities. Executive shall have such duties, responsibilities, and authority as are customary for the Chief Financial Officer of a publicly traded company of similar size, scope, and complexity as the Company, including, without limitation, overall management and oversight of (i) financial reporting and accounting, (ii) treasury and cash management, (iii) tax planning and compliance, (iv) internal audit and controls, (v) investor relations, (vi) financial planning and analysis, (vii) capital markets and financing activities, and (viii) such other duties and responsibilities as may be assigned to Executive from time to time by the Chief Executive Officer or the Board, consistent with Executive's position as Executive Vice President and Chief Financial Officer.
(d) Devotion of Time. During the Term, Executive shall devote substantially all of Executive's business time, attention, skill, and efforts to the faithful performance of Executive's duties and responsibilities under this Agreement for the benefit of the Company and its Affiliates. Executive shall perform Executive's duties diligently, competently, and in compliance with all applicable laws, regulations, and Company policies.
(e) Permitted Activities. Notwithstanding Section 2.1(d), Executive may, subject to the prior written approval of the Board (which approval shall not be unreasonably withheld): (i) serve on the boards of directors of up to two (2) outside companies that are not engaged in a business that is competitive with the Company's business; and (ii) serve on the boards of, or participate in, charitable, educational, civic, religious, or other non-profit organizations. In addition, Executive may manage Executive's personal, financial, and legal affairs and make passive personal investments, including investments in publicly traded securities (subject to compliance with the Company's insider trading policy and applicable securities laws). In no event shall any permitted activities described in this Section 2.1(e) materially interfere with Executive's performance of Executive's duties and responsibilities under this Agreement.
(f) Principal Place of Employment. Executive's principal place of employment shall be the Company's corporate headquarters located at 4100 Sandstone Ridge Boulevard, Las Vegas, Nevada 89119, subject to reasonable travel requirements as may be necessary for the performance of Executive's duties and responsibilities.
2.2 Term.
(a) Initial Term. The initial term of Executive's employment under this Agreement shall commence on the Commencement Date and shall continue for a period of three (3) years, ending on February 14, 2027, unless earlier terminated pursuant to the provisions of Article VI of this Agreement (such initial three-year period, together with any renewal periods, the "Term").
(b) Renewal. Following the expiration of the initial three (3)-year term, this Agreement shall automatically renew for successive additional periods of one (1) year each, upon the same terms and conditions set forth herein (subject to any amendments agreed upon by the Parties), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to the expiration of the then-current term (whether the initial term or any renewal term).
(c) Effect of Non-Renewal. In the event that the Company provides notice of non-renewal pursuant to Section 2.2(b), such non-renewal shall be treated as a termination of Executive's employment by the Company without Cause for purposes of the severance and other termination provisions set forth in Section 6.2 of this Agreement, and Executive shall be entitled to receive the severance payments and benefits set forth therein, subject to the conditions specified in Section 6.2. In the event that Executive provides notice of non-renewal, such non-renewal shall be treated as a voluntary resignation by Executive without Good Reason for purposes of Section 6.4.
ARTICLE III — COMPENSATION
3.1 Base Salary.
(a) During the Term, 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 regular payroll practices as in effect from time to time (currently on a semi-monthly basis), and subject to applicable tax withholdings and deductions as required by law.
(b) The Base Salary shall be reviewed by the Committee on an annual basis, and the Committee may, in its sole discretion, increase the Base Salary from time to time. Any such increase shall be effective as of the first payroll period following the Committee's determination. The Base Salary, as adjusted from time to time in accordance with this Section 3.1(b), shall constitute the "Base Salary" for all purposes of this Agreement. The Base Salary shall not be decreased below the then-current level without Executive's prior written consent, except as part of an across-the-board reduction applicable to all senior executives of the Company of not more than ten percent (10%) of Base Salary (and any such reduction shall be subject to Executive's right to resign for Good Reason pursuant to Section 1.9(a)).
3.2 Annual Cash Bonus.
(a) Eligibility. For each fiscal year of the Company during the Term, Executive shall be eligible to receive an annual performance-based cash bonus (the "Annual Bonus"), based on the achievement of individual and Company performance objectives established by the Committee.
(b) Target Bonus. Executive's target Annual Bonus shall be eighty-five percent (85%) of Executive's Base Salary (the "Target Bonus"). At the initial Base Salary level, the Target Bonus shall be Five Hundred Fifty-Two Thousand Five Hundred Dollars ($552,500).
(c) Maximum Bonus. The maximum Annual Bonus payable to Executive in respect of any fiscal year shall be one hundred seventy percent (170%) of Executive's Base Salary. At the initial Base Salary level, the maximum Annual Bonus shall be One Million One Hundred Five Thousand Dollars ($1,105,000).
(d) Performance Objectives. The performance objectives for each fiscal year shall be established by the Committee, in consultation with the Chief Executive Officer and Executive, within the first ninety (90) days of each fiscal year. Such performance objectives may include, without limitation, financial metrics (such as revenue, EBITDA, earnings per share, free cash flow, and return on invested capital), operational metrics, strategic milestones, and individual performance goals, in each case as determined by the Committee in its sole discretion.
(e) Payment. The Annual Bonus, if any, shall be determined by the Committee following the end of the applicable fiscal year and shall be paid to Executive within seventy-five (75) days following the end of such fiscal year, subject to Executive's continued employment with the Company through the date of payment (except as otherwise provided in Article VI of this Agreement with respect to certain termination scenarios).
(f) Proration for Fiscal Year 2024. For the Company's fiscal year ending December 31, 2024, Executive's Annual Bonus shall be prorated based on the number of days of Executive's employment during such fiscal year divided by the total number of days in such fiscal year (i.e., 320/366, based on a Commencement Date of February 15, 2024).
(g) Committee Discretion. The Annual Bonus shall be determined by the Committee in its sole discretion, based on its assessment of the degree to which the applicable performance objectives have been achieved, and subject to the terms of any applicable incentive compensation plan of the Company. Nothing in this Agreement shall guarantee any particular Annual Bonus payment in any fiscal year, and the failure to earn an Annual Bonus in any given year shall not constitute a breach of this Agreement or give rise to Good Reason.
3.3 Signing Bonus.
(a) In recognition of Executive's agreement to leave Executive's current employment with Grandview Resorts International, Inc. and to join the Company, and in partial consideration for foregone compensation and benefits at Executive's prior employer, the Company shall pay Executive a one-time cash signing bonus of Three Hundred Thousand Dollars ($300,000) (the "Signing Bonus"), payable within thirty (30) days following the Commencement Date, subject to Executive's commencement of employment on the Commencement Date and subject to applicable tax withholdings and deductions.
(b) Repayment Obligation. If Executive voluntarily terminates Executive's employment without Good Reason or the Company terminates Executive's employment for Cause, in either case within twenty-four (24) months following the Commencement Date, Executive shall repay the Signing Bonus to the Company on a pro-rata basis. The amount to be repaid shall be equal to Three Hundred Thousand Dollars ($300,000) multiplied by a fraction, the numerator of which is the number of full calendar months remaining in the twenty-four (24)-month period following the Commencement Date as of the date of termination, and the denominator of which is twenty-four (24) (i.e., Twelve Thousand Five Hundred Dollars ($12,500) per full calendar month remaining). Such repayment shall be made by Executive in a lump sum within thirty (30) days following the date of termination, or, at the Company's election, may be offset against any amounts otherwise due to Executive from the Company, to the extent permitted by applicable law and Section 409A of the Code. For the avoidance of doubt, no repayment obligation shall arise if Executive's employment is terminated by the Company without Cause, by Executive for Good Reason, or due to Executive's death or Disability.
3.4 Equity Compensation.
(a) Restricted Stock Units (RSUs). Subject to the approval of the Committee and the terms and conditions of the Company's equity incentive plan (as in effect from time to time) and a separate RSU award agreement substantially in the form attached hereto as Exhibit B, the Company shall grant Executive, effective on the Commencement Date (or such other date as may be determined by the Committee, but in no event later than thirty (30) days following the Commencement Date), Thirty-Five Thousand (35,000) restricted stock units (the "Initial RSU Grant"), each representing the right to receive one share of the Company's common stock, par value $0.001 per share (Nasdaq: RDGM), upon vesting. The Initial RSU Grant shall vest in three (3) substantially equal annual installments, with one-third of the RSUs (11,666 RSUs) vesting on each of the first and second anniversaries of the Commencement Date, and one-third (11,668 RSUs) vesting on the third anniversary of the Commencement Date, in each case subject to Executive's continued employment with the Company through the applicable vesting date, except as otherwise provided in Sections 3.4(c), 3.4(d), and Article VI. Based on the estimated closing price per share of RDGM common stock on the anticipated grant date of $38.20, the aggregate estimated grant date fair market value of the Initial RSU Grant is approximately $1,337,000.
(b) Performance Stock Units (PSUs). Subject to the approval of the Committee and the terms and conditions of the Company's equity incentive plan and a separate PSU award agreement substantially in the form attached hereto as Exhibit C, the Company shall grant Executive, effective on the Commencement Date (or such other date as may be determined by the Committee, but in no event later than thirty (30) days following the Commencement Date), a target number of Twenty Thousand (20,000) performance stock units (the "Initial PSU Grant"), each representing the right to receive one share of the Company's common stock upon vesting. The Initial PSU Grant shall be subject to a three (3)-year performance period commencing on the Commencement Date and ending on the third anniversary thereof. The PSUs shall cliff vest at the end of the three-year performance period, subject to achievement of performance metrics and Executive's continued employment through the end of the performance period, except as otherwise provided in Sections 3.4(c), 3.4(d), and Article VI. The payout range for the PSUs shall be zero percent (0%) to two hundred percent (200%) of the target number (i.e., from 0 to 40,000 shares), based on the level of achievement of performance metrics established by the Committee. The performance metrics shall be established by the Committee within ninety (90) days following the Commencement Date, in consultation with the Company's independent compensation consultant (currently Halcyon Meridian Advisors LLC, Anita G. Prescott, Managing Director). Based on the estimated closing price per share of RDGM common stock on the anticipated grant date of $38.20, the aggregate estimated grant date fair market value of the Initial PSU Grant at target is approximately $764,000.
(c) Acceleration on Termination Without Cause or for Good Reason (Non-CIC). Upon a termination of Executive's employment by the Company without Cause or by Executive for Good Reason, in either case other than during a CIC Period (as defined in Section 6.5), Executive shall be entitled to pro-rata vesting of the then-unvested portion of the Initial RSU Grant and the Initial PSU Grant (and any other outstanding equity awards granted to Executive under the Company's equity incentive plan that are subject to time-based or performance-based vesting), based on the number of complete calendar months of Executive's employment from the applicable vesting commencement date through the date of termination, divided by the total number of months in the applicable vesting period. For purposes of PSUs subject to pro-rata acceleration under this Section 3.4(c), the number of PSUs that vest shall be determined based on actual performance through the date of termination (or, if actual performance cannot reasonably be measured as of the date of termination, at the target level). The pro-rata vested portion of any RSUs and PSUs shall be settled in shares of the Company's common stock within sixty (60) days following the date of termination, subject to the execution and non-revocation of a release of claims as described in Section 6.2. Any portion of the RSUs and PSUs that does not vest pursuant to this Section 3.4(c) shall be forfeited as of the date of termination.
(d) Acceleration on CIC Qualifying Termination. Upon a Qualifying Termination (as defined in Section 6.5), all then-unvested RSUs and PSUs (and any other outstanding equity awards granted to Executive under the Company's equity incentive plan) shall fully and immediately vest as of the date of such Qualifying Termination. For purposes of PSUs subject to acceleration under this Section 3.4(d), the number of PSUs that vest shall be determined at the target level or, if greater, based on actual performance as of the date of the Change in Control or the date of termination (whichever yields a higher payout), to the extent such actual performance can be determined. The fully accelerated RSUs and PSUs shall be settled in shares of the Company's common stock within sixty (60) days following the date of termination (or, if earlier settlement is required under the terms of the Change in Control transaction, upon the closing of such transaction), subject to the execution and non-revocation of a release of claims as described in Section 6.5.
(e) Total Initial Equity Value. The estimated total value of Executive's initial equity grants is as follows (based on an estimated grant date fair market value of $38.20 per share):
The annualized value of the initial equity grants over the three-year vesting period is approximately $700,333 per year, which is provided for informational purposes only and does not represent a guarantee of future value.
(f) Annual Equity Grants. Beginning in the Company's fiscal year following the first anniversary of the Commencement Date, Executive shall be eligible for annual equity grants (which may consist of RSUs, PSUs, stock options, or such other equity-based awards as the Committee may determine) under the Company's equity incentive plan, as determined by the Committee in its sole discretion, consistent with the Company's executive compensation program and the practices of the Committee with respect to similarly situated senior executives. The form, amount, vesting schedule, and other terms and conditions of any annual equity grants shall be determined by the Committee.
3.5 Total Estimated Annual Compensation.
At target levels, and using the estimated grant date fair values set forth herein, Executive's total estimated annual compensation is summarized as follows:
The foregoing summary is provided for illustrative purposes only, excludes the one-time Signing Bonus, and does not guarantee any particular level of compensation. Actual compensation will depend on the Committee's determinations, the Company's performance, the performance of the Company's common stock, and other factors.
ARTICLE IV — EMPLOYEE BENEFITS
4.1 Benefit Plans.
During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, policies, and arrangements maintained by the Company from time to time for the benefit of its senior executives generally, including, without limitation, the Company's group medical, dental, vision, prescription drug, life insurance, accidental death and dismemberment, short-term and long-term disability insurance, flexible spending account, health savings account, employee assistance program, and 401(k) retirement savings plan (including any Company matching contributions), in each case subject to the eligibility requirements, terms, and conditions of such plans as in effect from time to time. The Company reserves the right to amend, modify, or terminate any such benefit plans at any time, provided that any such amendment, modification, or termination shall be applied consistently to all similarly situated senior executives of the Company.
4.2 Vacation and Paid Time Off.
During the Term, Executive shall be entitled to not less than four (4) weeks (20 business days) of paid vacation per calendar year, in addition to all Company-observed holidays, in accordance with the Company's paid time off policies as in effect from time to time. Vacation shall be taken at such times as are mutually convenient for Executive and the Company, taking into account the needs of the Company's business. Accrual, carry-over, and any payout of unused vacation upon termination shall be governed by the Company's policies as in effect from time to time.
4.3 Directors' and Officers' 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 maintain directors' and officers' liability insurance coverage for Executive under the Company's existing directors' and officers' liability insurance policy (currently maintained with Pinnacle Investors Indemnity Group) or a comparable replacement policy providing coverage on terms no less favorable than those applicable to other current and former senior executives and directors of the Company. The Company shall not take any action, or fail to take any action, that would result in a lapse of such coverage as applied to Executive during such period, unless a replacement policy providing substantially comparable coverage is simultaneously placed in effect.
4.4 Indemnification.
The Company shall indemnify and hold harmless Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware (the Company's state of incorporation), the Company's Amended and Restated Certificate of Incorporation, and the Company's Amended and Restated Bylaws, each as in effect from time to time, and any indemnification agreement separately entered into between the Company and Executive (which agreement the Parties shall negotiate and enter into in good faith promptly following the Effective Date). Such indemnification shall include, without limitation, advancement of reasonable attorneys' fees, costs, and expenses incurred by Executive in connection with any threatened, pending, or completed action, suit, proceeding, or investigation (whether civil, criminal, administrative, or investigative) arising out of or relating to Executive's service as an officer, director, employee, or agent of the Company or any of its Affiliates, or any other entity at the Company's request. The Company's indemnification obligations under this Section 4.4 shall survive the termination of Executive's employment for any reason and shall continue in full force and effect for so long as any claim covered by such indemnification may be asserted or pursued.
4.5 Relocation Allowance.
(a) The Company shall reimburse Executive for reasonable, documented out-of-pocket expenses incurred by Executive in connection with the relocation of Executive's primary residence from Reno, Nevada to the Las Vegas, Nevada metropolitan area, up to a maximum aggregate amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Relocation Allowance").
(b) Covered relocation expenses shall include, without limitation: (i) costs of professional moving services for household goods and personal effects; (ii) temporary housing expenses for Executive and Executive's family for a period of up to ninety (90) days; (iii) reasonable travel expenses associated with the relocation, including house-hunting trips; (iv) customary real estate closing costs, broker commissions, and related fees incurred in connection with the sale of Executive's existing primary residence in Reno, Nevada; and (v) customary closing costs incurred in connection with the purchase of a new primary residence in the Las Vegas, Nevada metropolitan area. All reimbursements shall be supported by reasonable documentation and shall be subject to the Company's expense reimbursement policies.
(c) Executive shall complete the relocation of Executive's primary residence to the Las Vegas, Nevada metropolitan area within twelve (12) months following the Commencement Date.
(d) Repayment Obligation. If Executive voluntarily terminates Executive's employment without Good Reason within twenty-four (24) months following the Commencement Date, Executive shall repay to the Company the Relocation Allowance on a pro-rata basis, calculated in the same manner as the Signing Bonus repayment obligation set forth in Section 3.3(b). For the avoidance of doubt, no repayment obligation shall arise if Executive's employment is terminated by the Company without Cause, by Executive for Good Reason, or due to Executive's death or Disability.
(e) All reimbursements under this Section 4.5 shall be made in accordance with Section 12.8 and shall be paid no later than the last day of the calendar year following the calendar year in which the applicable expense is incurred.
4.6 Business Expenses.
During the Term, the Company shall reimburse Executive for all reasonable and necessary out-of-pocket business expenses incurred by Executive in the performance of Executive's duties under this Agreement, in accordance with the Company's expense reimbursement policies as in effect from time to time. Executive shall submit expense reports and supporting documentation within the time frames required by the Company's policies. Without limiting the generality of the foregoing, Executive shall be entitled to first-class air travel for flights exceeding three (3) hours in duration.
ARTICLE V — REPRESENTATIONS OF EXECUTIVE
5.1 Capacity to Enter Agreement.
Executive represents and warrants to the Company that Executive is not a party to or bound by any employment agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, or other restrictive covenant or obligation that would prevent, restrict, or materially interfere with Executive's acceptance of employment with the Company or the performance of Executive's duties and responsibilities under this Agreement. Executive represents and warrants that Executive has disclosed to the Company, in writing, all existing restrictive covenants, non-competition agreements, non-solicitation agreements, confidentiality agreements, and other contractual obligations to which Executive is subject as of the Effective Date, including, without limitation, any such agreements with Grandview Resorts International, Inc. and any prior employers.
5.2 No Conflicts.
Executive represents and warrants to the Company that the execution, delivery, and performance by Executive of this Agreement, and the commencement and continuation of Executive's employment with the Company, will not conflict with, result in a breach or violation of, constitute a default under, or require the consent of any third party pursuant to, any existing agreement, contract, obligation, or understanding (whether written or oral) to which Executive is a party or by which Executive is bound, including, without limitation, any agreement with Grandview Resorts International, Inc.
5.3 Accuracy of Information.
Executive represents and warrants to the Company that all information provided by Executive to the Company during the recruitment and hiring process, including, without limitation, information regarding Executive's educational background, employment history, professional qualifications, licenses (including Nevada CPA License No. CPA-NV-041882), and credentials, is true, correct, and complete in all material respects. Executive acknowledges that the Company has relied upon the accuracy of such information in entering into this Agreement and offering employment to Executive.
5.4 Gaming Regulatory Compliance.
(a) Executive acknowledges that the Company and its Affiliates are engaged in businesses that are subject to extensive regulation by gaming authorities and commissions in multiple jurisdictions, including, without limitation, the Nevada Gaming Commission, the Nevada Gaming Control Board, the New Jersey Division of Gaming Enforcement, and the gaming regulatory authorities of each other jurisdiction in which the Company or any of its Affiliates holds or applies for gaming licenses or approvals (collectively, "Gaming Authorities").
(b) Executive acknowledges and agrees that Executive's employment with the Company is contingent upon, and at all times during the Term shall be subject to, Executive obtaining and maintaining all gaming licenses, registrations, findings of suitability, work permits, and other regulatory approvals required by the applicable Gaming Authorities for Executive to serve in the capacity of Executive Vice President and Chief Financial Officer and to perform the duties and responsibilities assigned to Executive under this Agreement.
(c) Executive agrees to cooperate fully and promptly with all gaming regulatory investigations, applications, background checks, and inquiries conducted by any Gaming Authority in connection with Executive's employment with the Company or its Affiliates. Executive shall provide all information and documentation reasonably requested by any Gaming Authority and shall submit to any personal history disclosure, fingerprinting, background investigation, or other inquiry required by applicable gaming laws and regulations.
(d) Executive acknowledges that any denial, revocation, suspension, or material restriction of any gaming license, registration, finding of suitability, or other regulatory approval required for Executive to perform Executive's duties may constitute Cause for termination under Section 1.3(f) of this Agreement.
ARTICLE VI — TERMINATION OF EMPLOYMENT
6.1 Termination by the Company for Cause.
(a) The Company may terminate Executive's employment for Cause at any time during the Term, subject to the notice and cure provisions set forth in Section 1.3.
(b) Termination Notice. A termination for Cause shall be effective upon the Company's delivery to Executive of a written notice of termination (or, in the case of a termination under Section 1.3(d) or (e), upon the expiration of the applicable cure period without cure), specifying in reasonable detail the facts and circumstances constituting Cause. Prior to any termination for Cause, Executive shall be afforded an opportunity to appear before the Board (with counsel, if Executive so elects) to present Executive's response to the allegations of Cause.
(c) Payments Upon Termination for Cause. Upon a termination of Executive's employment by the Company for Cause, Executive shall be entitled to receive, and the Company's sole obligation shall be to pay or provide, the following (collectively, the "Accrued Obligations"):
(i) Executive's accrued but unpaid Base Salary through the date of termination, payable in a lump sum within thirty (30) days following the date of termination (or such earlier date as may be required by applicable law);
(ii) the value of any accrued but unused vacation or paid time off as of the date of termination, payable in accordance with the Company's policies and applicable law;
(iii) reimbursement for any unreimbursed business expenses properly incurred by Executive prior to the date of termination, in accordance with the Company's expense reimbursement policies, payable within sixty (60) days following submission of appropriate documentation; and
(iv) any vested benefits to which Executive is entitled under the terms of the Company's employee benefit plans as of the date of termination, payable in accordance with the terms of such plans.
(d) No Additional Payments. Upon a termination for Cause, Executive shall not be entitled to receive any Annual Bonus (whether for the year of termination or any prior year if not yet paid), any severance payments, any equity acceleration, or any other compensation or benefits, except as set forth in this Section 6.1(c).
6.2 Termination by the Company Without Cause.
(a) The Company may terminate Executive's employment at any time without Cause upon thirty (30) days' advance written notice to Executive (or, at the Company's election, payment of thirty (30) days' Base Salary in lieu of notice).
(b) Payments Upon Termination Without Cause (Non-CIC). Upon a termination of Executive's employment by the Company without Cause (other than during a CIC Period, as described in Section 6.5), Executive shall be entitled to receive the following, subject to Executive's compliance with the conditions set forth in Section 6.2(c):
(i) The Accrued Obligations, as defined in Section 6.1(c);
(ii) A severance payment in an aggregate amount equal to one and one-half times (1.5×) Executive's then-current Base Salary (the "Non-CIC Severance Amount"), which, at the initial Base Salary level, equals Nine Hundred Seventy-Five Thousand Dollars ($975,000). The Non-CIC Severance Amount shall be payable in substantially equal installments over the eighteen (18)-month period following the date of termination, in accordance with the Company's regular payroll practices, commencing on the first regular payroll date occurring on or after the sixtieth (60th) day following the date of termination (with the first payment including a catch-up of any installments that would have been paid had payments commenced on the date of termination);
(iii) A pro-rata Annual Bonus for the fiscal year in which the date of termination occurs, based on actual Company and individual performance for such fiscal year and prorated for the number of days Executive was employed by the Company during such fiscal year, payable at the same time as Annual Bonuses are paid to other senior executives of the Company for such fiscal year, but in no event later than seventy-five (75) days following the end of such fiscal year (the "Pro-Rata Bonus");
(iv) Subject to Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay the monthly COBRA premiums for Executive and Executive's eligible dependents for a period of up to eighteen (18) months following the date of termination (or, if earlier, until such date as Executive becomes eligible for substantially comparable group health insurance coverage through a subsequent employer) (the "Non-CIC COBRA Benefit"). If the Company determines that providing the Non-CIC COBRA Benefit would violate applicable law or result in adverse tax consequences to the Company, the Company shall instead provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium for the remaining period; and
(v) Pro-rata acceleration of Executive's then-unvested RSUs and PSUs (and any other then-unvested equity awards granted to Executive under the Company's equity incentive plan), in accordance with Section 3.4(c) of this Agreement.
(c) Conditions to Severance. The payments and benefits described in Section 6.2(b)(ii) through (v) (collectively, the "Non-CIC Severance Benefits") shall be conditioned upon: (i) Executive's execution and delivery to the Company, and non-revocation, of a general release of claims in substantially the form attached hereto as Exhibit A (the "Release"), which Release must become effective and irrevocable no later than sixty (60) days following the date of termination; (ii) Executive's continued compliance with the restrictive covenant obligations set forth in Article VIII of this Agreement; and (iii) Executive's compliance with the resignation and cooperation obligations set forth in Section 6.7. If Executive fails to execute and deliver the Release within the prescribed period, or if Executive revokes the Release within the applicable revocation period, Executive shall not be entitled to receive any Non-CIC Severance Benefits, and the Company's sole obligation shall be to pay the Accrued Obligations.
6.3 Resignation by Executive for Good Reason.
(a) Executive may resign from employment with the Company for Good Reason at any time during the Term, subject to the notice and cure provisions set forth in Section 1.9.
(b) Payments Upon Resignation for Good Reason (Non-CIC). Upon a resignation by Executive for Good Reason (other than during a CIC Period, as described in Section 6.5), Executive shall be entitled to receive the same severance payments and benefits as would be payable upon a termination by the Company without Cause under Section 6.2(b), subject to the same conditions set forth in Section 6.2(c). For the avoidance of doubt, a resignation for Good Reason during a CIC Period shall be governed by Section 6.5 rather than this Section 6.3.
6.4 Voluntary Resignation Without Good Reason.
(a) Executive may resign from employment with the Company at any time without Good Reason upon sixty (60) days' advance written notice to the Company. The Company may, in its sole discretion, waive all or any portion of such notice period and accelerate the effective date of Executive's resignation, provided that Executive shall continue to receive Base Salary through the originally scheduled effective date of resignation or the last day of the notice period, whichever is earlier.
(b) Payments Upon Voluntary Resignation Without Good Reason. Upon Executive's voluntary resignation without Good Reason, Executive shall be entitled to receive only the Accrued Obligations. Executive shall not be entitled to receive any Annual Bonus (whether for the year of termination or any prior year if not yet paid, except as required by applicable law), any severance payments, or any equity acceleration. For the avoidance of doubt, the Signing Bonus repayment obligations set forth in Section 3.3(b) and the relocation allowance repayment obligations set forth in Section 4.5(d) shall apply in the event of a voluntary resignation without Good Reason within the applicable repayment periods.
6.5 Termination in Connection with a Change in Control.
(a) CIC Period. If Executive's employment is terminated by the Company without Cause or Executive resigns for Good Reason within the twenty-four (24)-month period following the consummation of a Change in Control (such twenty-four (24)-month period, the "CIC Period," and such a termination or resignation, a "Qualifying Termination"), the following provisions shall apply in lieu of the severance provisions set forth in Sections 6.2 and 6.3:
(i) The Accrued Obligations;
(ii) A lump-sum cash severance payment equal to two times (2×) the sum of (A) Executive's then-current Base Salary plus (B) Executive's Target Bonus (the "CIC Severance Amount"). At the initial Base Salary and Target Bonus levels, the CIC Severance Amount equals Two Million Four Hundred Five Thousand Dollars ($2,405,000), calculated as follows: ($650,000 + $552,500) × 2 = $2,405,000. The CIC Severance Amount shall be payable in a single lump sum within sixty (60) days following the date of termination;
(iii) A pro-rata Annual Bonus for the fiscal year in which the date of termination occurs, based on the Target Bonus (rather than actual performance) and prorated for the number of days Executive was employed by the Company during such fiscal year, payable within sixty (60) days following the date of termination;
(iv) Subject to Executive's timely election of COBRA continuation coverage, the Company shall pay the monthly COBRA premiums for Executive and Executive's eligible dependents for a period of up to twenty-four (24) months following the date of termination (or, if earlier, until such date as Executive becomes eligible for substantially comparable group health insurance coverage through a subsequent employer) (the "CIC COBRA Benefit"). If the Company determines that providing the CIC COBRA Benefit would violate applicable law or result in adverse tax consequences to the Company, the Company shall instead provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium for the remaining period; and
(v) Full and immediate acceleration of all then-unvested RSUs, PSUs, and any other then-unvested equity awards granted to Executive under the Company's equity incentive plan, in accordance with Section 3.4(d) of this Agreement, with PSUs vesting at the target level or, if greater, based on actual performance as of the date of the Change in Control or the date of termination (whichever yields a higher payout), to the extent such actual performance can be determined.
(b) Double-Trigger Requirement. For the avoidance of doubt, the enhanced severance benefits described in this Section 6.5 shall be payable only upon a Qualifying Termination (i.e., a termination of Executive's employment by the Company without Cause or a resignation by Executive for Good Reason, in either case occurring during the CIC Period). No severance benefits under this Section 6.5 shall be payable solely by reason of the occurrence of a Change in Control, absent a Qualifying Termination.
(c) Conditions. The payments and benefits described in Section 6.5(a)(ii) through (v) (collectively, the "CIC Severance Benefits") shall be conditioned upon: (i) Executive's execution and delivery to the Company, and non-revocation, of the Release, which Release must become effective and irrevocable no later than sixty (60) days following the date of termination; (ii) Executive's continued compliance with the restrictive covenant obligations set forth in Article VIII; and (iii) Executive's compliance with the resignation and cooperation obligations set forth in Section 6.7.
6.6 Death or Disability.
(a) Executive's employment shall terminate automatically upon Executive's death. The Company may terminate Executive's employment upon a determination of Executive's Disability in accordance with Section 1.8 of this Agreement.
(b) Payments Upon Termination Due to Death or Disability. Upon a termination of Executive's employment due to Executive's death or Disability, Executive (or Executive's estate, beneficiaries, or legal representatives, as applicable) shall be entitled to receive:
(i) The Accrued Obligations;
(ii) A pro-rata Annual Bonus for the fiscal year in which the date of termination occurs, based on the Target Bonus (rather than actual performance) and prorated for the number of days Executive was employed by the Company during such fiscal year, payable within seventy-five (75) days following the end of such fiscal year;
(iii) Pro-rata acceleration of Executive's then-unvested RSUs and PSUs (and any other then-unvested equity awards), in accordance with Section 3.4(c) of this Agreement; and
(iv) Subject to the timely election of COBRA continuation coverage by Executive (or Executive's surviving spouse or eligible dependents), the Company shall pay the monthly COBRA premiums for Executive (or Executive's surviving spouse and eligible dependents) for a period of up to eighteen (18) months following the date of termination (or, if earlier, until Executive or Executive's eligible dependents become eligible for substantially comparable group health insurance coverage from another source).
6.7 Resignation from Positions; Cooperation.
(a) Upon any termination of Executive's employment for any reason, Executive shall be deemed to have resigned, effective as of the date of termination, from all positions held by Executive as an officer, director, committee member, or in any other capacity with the Company and each of its Affiliates, and Executive agrees to execute any documents reasonably requested by the Company to confirm such resignations.
(b) Following any termination of Executive's employment, Executive shall reasonably cooperate with the Company in connection with the orderly transition of Executive's duties and responsibilities, including making Executive reasonably available to answer questions, provide information, and assist with the transition of ongoing matters, for a reasonable period following the date of termination.
ARTICLE VII — SECTION 280G; PARACHUTE PAYMENTS
7.1 Best-Net Cutback Provision.
(a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a Change in Control or the termination of Executive's employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement) (all such payments and benefits, including the payments and benefits under Article VI and Section 3.4, being hereinafter referred to as the "Total Payments") would be subject (in whole or in part) to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then the Total Payments shall be reduced (but not below zero) to the minimum extent necessary so that no portion of the Total Payments, as so reduced, is subject to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, and local income and employment taxes on such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, and local income and employment taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject with respect to such unreduced Total Payments) (the "Best-Net Approach").
(b) No Gross-Up. For the avoidance of doubt, in no event shall the Company be obligated to pay or reimburse Executive for any Excise Tax, or to provide any "gross-up" payment in respect of the Excise Tax or any income or other taxes.
(c) Order of Reduction. If a reduction of the Total Payments is required pursuant to Section 7.1(a), the reduction shall be applied in the following order, to the extent necessary: (i) first, reduction of cash payments that do not constitute deferred compensation within the meaning of Section 409A of the Code; (ii) second, reduction of other payments and benefits that do not constitute deferred compensation within the meaning of Section 409A; and (iii) third, reduction of payments and benefits that constitute deferred compensation within the meaning of Section 409A. Within each category, the reduction shall be applied in reverse chronological order (i.e., the payment or benefit that is farthest from being made or provided shall be reduced first). If two or more payments or benefits are to be made or provided at the same time, the reduction shall be applied on a pro-rata basis. The reduction shall be applied in the manner that provides the maximum economic benefit to Executive, consistent with the requirements of Section 409A.
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