Attached files
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| EX-10.1 - NEVADA GOLD & CASINOS INC | v210147_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):
February
4, 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.
On
February 4, 2011, Nevada Gold & Casinos, Inc. (the “Company”) entered
into an employment agreement (the “Employment Agreement”) with James J. Kohn,
the Company’s chief financial officer. The Employment Agreement
replaces the agreement with Mr. Kohn dated October 24, 2006, as
amended.
Pursuant
to the Employment Agreement, Mr. Kohn will continue to serve as the
Company’s executive vice president, chief financial officer and secretary, and
will be entitled to, among other things, (i) an annual base salary of
$283,250; (ii) a $750 monthly auto allowance; (iii) 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; (iv) major medical
and health insurance; (v) reimbursement of his moving and relocation expenses
back to a new permanent residence upon the termination of his employment with
the Company; (vi) the consequential costs of the sale of his home in Rochester
Hills, Michigan, including brokers’ fees, closing costs, title insurance,
reasonable attorney’s fees and other incidental customary closing costs; and
(vii) a tax equalization allowance related to his above relocation
expenses. In addition, Mr. Kohn will be eligible for annual bonuses
equal to 50% of his annual salary for achieving reasonable goals related to
Company’s profitability and/or strategic goals 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. Kohn will be
subject to the terms and conditions of the Company’s stock option
plan.
The
Company may terminate Mr. Kohn’s employment without cause at any time, in which
case the Company will pay Mr. Kohn 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. Kohn but not vested at such time shall
immediately become fully vested. The Company may terminate Mr. Kohn’s
employment for “cause” (as defined in the Employment Agreement) at any time, in
which case, Mr. Kohn 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. Kohn 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. Kohn 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. Kohn
in the event of his termination with “cause.”
There is
no arrangement or understanding between Mr. Kohn and any other person pursuant
to which Mr. Kohn was selected as the executive vice president, chief financial
officer and secretary. Mr. Kohn 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 dated February 4, 2011 between Nevada Gold & Casinos, Inc.
and James J. Kohn
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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:
February 4, 2011
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By:
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/s/
Robert B. Sturges
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Robert
B. Sturges
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CEO
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Exhibit
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10.1
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Employment
Agreement dated February 4, 2011 between Nevada Gold & Casinos, Inc.
and James J. Kohn
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