Attached files
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| EX-10.1 - NEVADA GOLD & CASINOS INC | v208908_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported):
January
24, 2011
NEVADA
GOLD & CASINOS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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1-15517
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88-0142032
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Houston,
Texas
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77027
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
621-2245
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02(e). Compensatory Arrangements of Certain
Officers.
Effective
January 24, 2011, Nevada Gold & Casinos, Inc. (the “Company”) entered
into an employment agreement (the “Employment Agreement”) with Robert B.
Sturges, the Company’s chief executive officer. The Employment
Agreement replaces the agreement with Mr. Sturges dated November 27, 2006, as
amended.
Pursuant
to the Employment Agreement, Mr. Sturges will continue to serve as the
Company’s chief executive officer and will be entitled to, among other things,
(i) an annual base salary of $412,000; (ii) a $750 monthly auto
allowance; (iii) a $1,200 monthly airfare allowance for him and his spouse; (iv)
vacation and fringe benefits, including the enrollment into the Company’s 401(k)
plan and other retirement plans which the Company may adopt in the future; (v)
major medical and health insurance; (vi) reimbursement of his moving and
relocation expenses back to Miami, Florida upon the termination of his
employment with the Company; and (vii) housing in a furnished corporate
apartment in Houston, Texas. In addition, Mr. Sturges will be
eligible for annual bonuses equal to 50% of his annual salary for achieving
reasonable goals related to Company’s profitability established in the first 30
days of the fiscal year by the Company’s board of directors and/or the
compensation committee. All stock options previously granted to Mr.
Sturges will be subject to the terms and conditions of the Company’s stock
option plan.
The
Company may terminate Mr. Sturges’ employment without cause at any time, in
which case the Company will pay Mr. Sturges a severance in the amount of his
annual salary for a period of twelve months following his termination plus
pro-rata performance bonus, accrued vacation and fringe benefits. In
addition, all stock options granted to Mr. Sturges but not vested at such time
shall immediately become fully vested. The Company may terminate Mr.
Sturges’ employment for “cause” (as defined in the Employment Agreement) at any
time, in which case, Mr. Sturges will be entitled only to his salary, accrued
vacation, and fringe benefits through the effective date of his
termination. In addition, any unvested stock options shall be
forfeited while all granted stock options which have vested will be treated as
prescribed under the Company stock option plan. Mr. Sturges may
terminate his employment with the Company in the event of a “change of control”
(as defined in the Employment Agreement), in which case Mr. Sturges will be
entitled to a lump sum amount equal to his annual salary plus pro-rata
performance bonus, accrued vacation and fringe benefits. In addition,
all granted stock options but not yet vested shall immediately become fully
vested.
The
Employment Agreement also provides for a non-competition obligation on Mr.
Sturges in the event of his termination with “cause.”
There is
no arrangement or understanding between Mr. Sturges and any other person
pursuant to which Mr. Sturges was selected as the chief executive
officer. Mr. Sturges has no family relationship with any officer or
director of the Company or has been involved with a related transaction or
relationship as defined by Item 404(a) of Regulation S-K between the Company and
him.
The
foregoing description of the Employment Agreement is intended to be a summary
and is qualified in its entirety by reference to the document, which is attached
as Exhibit 10.1 and is incorporated by reference herein.
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(c)
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Exhibits.
The following exhibits are furnished as part of this current Report on
Form 8-K:
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10.1
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Employment
Agreement effective January 24, 2011 between Nevada Gold & Casinos,
Inc. and Robert B.
Sturges
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned who is
duly authorized.
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NEVADA
GOLD & CASINOS, INC.
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Date:
January 24, 2011
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By:
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/s/
James J. Kohn
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James
J. Kohn
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Executive
Vice President and CFO
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Exhibit
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10.1
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Employment
Agreement effective January 24, 2011 between Nevada Gold & Casinos,
Inc. and Robert B.
Sturges
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