Employment Agreement between Dry Creek Rancheria Band of Pomo Indians and Norman Runyan (Chief Operating Officer)

Summary

This agreement is between the Dry Creek Rancheria Band of Pomo Indians and Norman Runyan, who is hired as Chief Operating Officer for the Tribe’s temporary gaming facility. Mr. Runyan will oversee daily casino operations, report to the General Manager and Board, and fulfill executive duties typical of a casino COO. The agreement lasts three years, with a base salary of $200,000 per year, annual increases, a discretionary bonus, and benefits. The agreement also includes provisions for vacation, expense reimbursement, and a housing allowance for relocation.

EX-10.16 27 b328327_ex10-16.txt EXHIBIT 10.16 Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of the 14th day of October, 2002 by and between the Dry Creek Rancheria Band of Pomo Indians ("Tribe") and Norman Runyan the ("Employee"). The parties hereto expressly intend that this Agreement describe Employee's relationship as an employee of Tribe and not as a contractor, including but not limited to the meaning of such term as is used in 25 USC ss. 2711 and 25 CFR ss. 502.15. The parties have purposefully structured the terms and provisions of this Agreement consistent with, and in furtherance of, this expressed intent. l. Employment. On and subject to the terms and conditions of this Agreement, the Tribe hereby employs Employee, and Employee hereby accepts employment with the Tribe, as the Chief Operating Officer of the Tribe's temporary gaming facility ("Gaming Facility"), to assume overall responsibility for the day to day operation of the Gaming Facility. Employee shall report to, be accountable to and work under the authority of the Tribe's Board of Directors (the "Board") or such tribal agency or tribal entity as the Tribe may hereafter designate, which thereafter shall be referred to herein as the "Board". 2. Reporting. Employee shall report directly to the General Manager with respect to all operations and expenditures of the Gaming Facility and otherwise to the extent requested by the Board. Without limiting the foregoing, Employee shall perform such executive duties as are commonly attendant upon the office of a casino chief operating officer and such further executive duties as may be specified from time to time by the Board or the General Manager, which shall include: (a) Enforce Dry Creek Casino's mission statement. (b) Provide a secure, crime-free environment and safeguard assets within the gaming facility premises. (c) Provide leadership and oversee the operation for all casino activities. (d) Be responsible for the selection, assignment, re-assignment, structure and restructure of any and all employees and department, duties, responsibilities and organizational charts. (e) Assist in the development of short and long-term goals and objectives for the casino. (f) Assist in the annual forecasting and budgeting process. (g) Develop/institute marketing promotions in conjunction with the Marketing Manager, which includes prize give-aways, jackpot funds, & tournaments, as well as involvement in new product/game development recommendations. 1 (h) Maintain business forecasting, work schedules & payroll for all employees. (i) Be responsible for the analysis of gaming operations to ensure maximum efficiency. (j) Establish and maintain satisfactory public relations through direct or delegated contacts. (k) Be responsible for the overall maintenance and cleanliness of the casino operation. (l) Coordinate casino operations activities with departments to ensure total customer satisfaction and operational efficiency. (m) Supervise, monitor and control the day-to-day casino operations, including patron-relations to successfully achieve a cost effective and profitable gaming operation. (n) Maintain current information on laws and regulations affecting gaming operations. (o) Be responsible for compliance with all federal and tribal laws and regulatory requirements. (p) Understand and adhere to all Departmental Policies and Procedures Manuals. (q) Implement and enforce Policies and Procedures Manuals, Title 31 CTR, Dealer Handbooks, Rule Books and employee job descriptions for gaming and non-gaming operations. (r) Implement and enforce Dry Creek Casino's Internal Control Standards and ensures all departmental Policies and Procedures are consistent with the most current Internal Control Standards. (s) Be responsible for internal security of the casino in conjunction with the Security and Surveillance Departments. (t) Develop and implement customer service standards and employee training and developmental goals. (u) Assist in the development, design and implementation of on-going integrated training and development programs for all staff members in the gaming operation. (v) Streamline activities to improve and optimize operational efficiency, increase cost effectiveness and ensure that quality assurance programs are adopted and implemented. (w) Be responsible for detecting, and ensuring that corrective action is taken against, cheating, fraud and disruptions as casino's policy dictates. (x) Demonstrates solid experience in personnel functions including staff recruitment, supervision, evaluation, and discipline. (y) Be dedicated to the recruitment and training of Tribal Members consistent with the casino's Community and Indian Preference guidelines. 2 (z) Act as a role model; always present oneself as a credit to River Rock Casino and encourages others to do the same. (aa) Attend all required meetings and training. (bb) Perform additional duties as assigned by the General Manager. 3. Term. The term of this Agreement shall commence on the date of execution of this Agreement (the "Effective Date") and shall end three (3) years after the Effective Date, unless terminated earlier by the parties as provided herein. 4. Full-Time Service. Employee agrees that during the term of this Agreement unless earlier terminated, he will commit his full time and energies to the duties imposed hereby and, further, agrees that during the term of this Agreement he will not (whether as an officer, director, member, employee, partner, proprietor, investor, security holder, lender, associate, consultant, adviser or otherwise) directly or indirectly, engage in the business of the Gaming Facility as a competitor or otherwise. 5. Compensation. (a) Employee will be paid an annual base salary ("Base Compensation") of Two Hundred Thousand Dollars ($200,000.00) in the first year, subject to applicable withholding taxes and required deductions, and subject to annual increases of not less than the Consumer Price Index for All Urban Consumers for the U.S. City Average for All Items, 1982-84=100. (b) Base Compensation shall be paid every other workweek on the day established by the Board for all employees of the Gaming Facility. (c) Employee shall be paid an annual discretionary bonus of not less than seven percent (7%) and not more than twenty-five percent (25%) of his Base Compensation, payable within 45 days after the end of each Contract Year. (d) In the event the Tribe adopts a deferred compensation/pension plan, Employee shall be entitled to such benefits, including the right to have some or all of any cash compensation placed into such a deferred compensation plan. (e) Employee will be entitled, on the same basis as other employees of the Tribe, to participate in and to receive benefits under any of the Tribe's employee benefit plans, if any, as such plans may be modified from time to time, except that Employee will be entitled to one week of vacation in excess of the Tribe's normal vacation policy for employees of the Gaming Facility. (f) The Tribe will reimburse Employee all reasonable and necessary business expenses incurred on behalf of his employment during the performance of his duties under this Agreement, subject to such reasonable policies as may be established by the Board from time to time and any record-keeping and other requirements as may be necessary or appropriate to comply with the Internal Revenue Code. All claims for expense reimbursement shall be supported with documentation substantiating such expense. 3 (g) In order to defray the expense to Employee and his family while Employee secures living accommodations in the Sonoma County area, the Tribe shall pay, for a period not to exceed three (3) months, a housing allowance of $4,500 in the aggregate. Payment shall be made upon execution of this Agreement. (h) The Tribe will reimburse Employee his reasonable and actual expenses of moving his family as well as his and his family's household effects from their current residence in Arizona, but not to exceed the sum of $10,000. All claims for expense reimbursement shall be supported with proper vouchers and detail. 6. Licensing Issues. Employee represents to Tribe that he is eligible and suitable for a license and background clearance under the Tribe's and State's licensing authority. Employee agrees to timely apply for any license(s) as may be required pursuant to the Compact, the Tribe's gaming ordinances or otherwise required by law, as may be necessary to enable him to engage in his employment hereunder. The Tribe shall pay all costs associated with licensing. Employee will maintain such licenses in good standing as a continuing condition of his employment by Tribe. 7. Termination. (a) Employee may be terminated prior to the Termination Date by Tribe only under the following circumstances: (i) Upon termination, revocation or disapproval of any license required by law to be held by Employee to perform as Chief Operating Officer of the Gaming Facility or if any event renders it unlawful for the Tribe to continue to conduct casino gaming on the reservation; or (ii) Employee shall commit an act constituting "Cause", Cause being defined as (a) an act of intentional dishonesty against the Tribe or the Gaming Facility; (b) conviction of any criminal charge involving moral turpitude; (c) the deliberate or intentional refusal by Employee (except by reason of disability) to perform his duties hereunder; (d) gross negligence in the performance of his duties hereunder; or, (e) failure to perform his duties in a manner consistent with his professional obligations after prior sufficient verbal and written warnings; or (iii) Employee shall die; or 4 (iv) The Tribe shall for any reason cease to conduct its gaming operations; or (v) Employee shall become unable to perform the duties and responsibilities set forth in this Agreement by reason of long-term physical or mental disability, defined as a period of disability that exceeds six (6) months; (vi) Either party shall give the other party hereto sixty (60) days' written notice of Employee's resignation or termination. (b) If Employee's employment should be terminated under paragraphs 7 (a)(i), (a)(ii) or (a)(vi) above (provided that this subparagraph (b) shall only apply to paragraph 7 (a)(vi) to the extent that Employee has resigned), then Tribe shall within ten (l0) days of such termination pay Employee the Base Compensation to the date Employee is terminated, whereupon Tribe shall have no further liability or obligation to Employee under this Agreement. (c) If Employee is terminated under paragraphs 7 (a)(iii), (a)(iv), (a)(v) or (a)(vi) (provided that this subparagraph (c) shall only apply to paragraph 7 (a)(vi) to the extent that Tribe has terminated Employee), the Tribe shall pay to Employee his salary for a period of three (3) months from the date of termination and he shall be eligible for all employee benefits during that three-month period, pro-rated to that period. Employee shall be paid all amounts due him at the time of termination when they would otherwise be paid, including the pro rata share of the bonus for the year in which the termination occurred. (d) Upon the payment of all or any part of the compensation provided for in this paragraph 7, or its mitigation under this paragraph, the Tribe will have no further liability or obligation to Employee under this Agreement or arising from the employment relationship except that obligation provided for in this paragraph 7. (e) Employee will be liable in damages to the Tribe for all losses and expenses incurred by Tribe if he terminates his employment for any reason not authorized herein, with the exception of termination by written notice agreed to by both parties. Any such unauthorized termination by Employee will constitute a waiver by Employee of all claims against the Tribe and the Gaming Facility except for Base Compensation to the date of his termination. 5 8. Confidentiality of Proprietary Information. Any information acquired by Employee while in the employ of the Tribe related to employee lists, patron lists, marketing plans, operating procedures and other information proprietary to the Tribe or the Gaming Facility are acknowledged by Employee to be confidential information belonging to the Tribe, and Employee shall not disclose such information without the express written authorization of the Tribe except in the ordinary course of the business of the Gaming Facility. Employee shall, upon termination of this Agreement for any reason whatsoever, turn over to the Tribe any and all copies he may have of employee lists, patron lists, marketing programs, operating procedures and other information proprietary to the Tribe or the Gaming Facility. Employee acknowledges that employee lists, patron lists, marketing programs, operating procedures and other information proprietary to the Tribe or the Gaming Facility are confidential and proprietary information belonging to the Tribe and the Tribe may exercise any and all remedies available to it at law or in equity to enforce this Agreement with respect to non-disclosure of any such proprietary information to which Employee has or will become privy while an employee of Tribe. Particularly, the parties agree that, because of the nature of the subject matter of this paragraph 8, in event of a threat or danger of disclosure of such information, it could be extremely difficult to determine the actual damages suffered or to be suffered by Tribe in the event of a breach of this Agreement by Employee. Accordingly, Tribe shall be entitled to injunctive relief (both temporary and permanent), it being acknowledged and agreed that any such actual or threatened breach will cause irreparable injury to Tribe and that money damages alone will not provide an adequate remedy to Tribe. Notwithstanding the foregoing, Tribe also shall be entitled to money damages for any loss suffered or to be suffered as a consequence of Employee's breach of this Agreement. The parties acknowledge that this provision shall survive the termination of this Agreement. 9. Assignment. This Agreement may be assigned by the Tribe to any entity formed by the Tribe for the express purpose of operating the Gaming Facility and any related economic development activities. This Agreement contemplates the personal services of Employee, and neither this Agreement nor any of the rights herein granted to Employee or the duties assumed by him hereunder may be assigned by him. 10. Miscellaneous. (a) Employee represents to Tribe that there are no restrictions to which he is subject or agreements to which he is a party that would be violated by his execution of this Agreement and his employment hereunder. (b) This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the Dry Creek Rancheria and the State of California. (c) No amendment to this Agreement or any attempted waiver of a provision of this Agreement shall be effective unless in writing and signed by the parties to this Agreement. 6 (d) Any controversy that arises between Employee and the Tribe regarding the rights, duties or liabilities hereunder of either of them, shall be settled by binding arbitration under the Uniform Arbitration Act as adopted by the State of California or other forums for Tribal dispute resolution such as Peace Court or Elder's Counsel, to the extent only of the enforcement of the arbitration and any arbitration award as provided for herein. In the case of binding arbitration, it shall be conducted, upon the request of either party before three (3) arbitrators (unless the parties agree to one (l) arbitrator) designated by the American Arbitration Association and in accordance with the rules of such association, except as such rules may contemplate state court jurisdiction. The arbitrators designated to act under this Agreement shall make their award in strict conformity with such rules and shall have no power to depart from or change any of the provisions thereof except as provided herein. The Tribe on behalf of itself and the Gaming Facility waives its sovereign immunity from suit by Employee and hereby consents to be sued in any authorized Tribal forum, or the Federal District Court for the Northern District of California and all appellate courts related thereto, or in the event such courts lack subject matter jurisdiction in the courts of the State of California and all appellate courts related thereto, for the sole and limited purpose of enforcing Tribe's obligations to Employee under this Agreement should an action be commenced to compel arbitration, provide injunctive relief prior to arbitration or enforce an arbitration award. In no event shall Tribe's liability hereunder exceed three (3) months Base Compensation. EFFECTIVE as of the date first written above. DRY CREEK RANCHERIA BAND OF POMO INDIANS By: /s/ Elizabeth Elgin DeRouen ------------------------------------ Name: Elizabeth Elgin DeRouen ---------------------------------- Its: Tribal Chairperson ----------------------------------- Signatures continued on next page 7 EMPLOYEE /s/ Norman Runyan - --------------------------------------- Norman Runyan 8