Document/Exhibit Description Pages Size
1: 10-K Annual Report 77 476K
2: EX-10.56 Senior Executive Plan 3 17K
3: EX-10.57 Senior Executive Agmt. 5 21K
4: EX-10.58 Amend. #2 to Operating Agmt. 21 82K
5: EX-10.59 Note Purchase Agmt. 41 168K
6: EX-10.60 Reg. Rights Agmt. 25 99K
7: EX-10.61 Note Purchase Agmt. 41 168K
8: EX-10.62 Regis. Rights Agmt. 25 99K
9: EX-10.63 Note Purchase Agmt. 41 168K
10: EX-10.64 Note Purchase Agmt. 41 168K
11: EX-10.65 Note Purchase Agmt. 41 168K
12: EX-10.66 Note Purchase Agmt. 41 168K
13: EX-10.67 Regis. Rights Agmt. 25 100K
14: EX-10.68 Stock Pledge Agmt. 11 35K
15: EX-21.1 Subsidiaries 1 7K
16: EX-23 Consent of Peat 1 9K
17: EX-27 Financial Data Schedule 2 8K
SENIOR EXECUTIVE SEVERANCE AGREEMENT
------------------------------------
THIS AGREEMENT, by and between ELSINORE CORPORATION, a Nevada corporation
--------------------
(the "Corporation"), and ___________ (the "Executive"),
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Corporation (the "Board") has adopted
and approved the Restated and Amended Elsinore Corporation Senior Executive
Severance Plan dated March 15, 1993 (the "Plan"), pursuant to which certain key
executives of the Corporation and its "Subsidiaries" (as defined in the Plan and
herein) may be designated as participants thereunder; and
WHEREAS, the Executive is a key executive of the Corporation and/or one or
more of its Subsidiaries and has been selected by the Board to be a participant
under the Plan; and
WHEREAS, in the event that there occurs a "Change of Control" (as defined in
the Plan and herein), the Board believes it imperative that the Corporation and
the Board be able to rely upon the Executive to continue in his position and, if
required, to assess any proposal or transaction which would cause a Change of
Control and advise management and the Board as to whether such proposal would be
in the best interest of the Corporation and its stockholders, free from concern
that his recommendations may adversely affect his continued employment:
NOW, THEREFORE, to assure the Corporation that it will have the continued
dedication of the Executive and the availability of his advice and counsel
notwithstanding the possibility, threat or occurrence of a Change of Control of
the Corporation, and to induce the Executive to remain in the employ of the
Corporation and/or one or more of its Subsidiaries, and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the Corporation and the Executive agree as follows:
1. Services During Certain Events. In the event that any steps are taken
------------------------------
which may constitute the possibility, threat or occurrence of a Change of
Control of the Corporation, the Executive agrees that he will not voluntarily
leave the employ of the Corporation or any of its Subsidiaries and will continue
to render services to the Corporation and its Subsidiaries until, in the opinion
of the Board, either efforts to effect a Change of Control have been abandoned
or terminated or until one (1) year after a Change of Control has occurred. Any
decision by the Board that efforts to effect a Change of Control have been
abandoned or terminated shall be conclusive and binding on the Executive.
1
2. Severance Payments.
------------------
(a) In the event that the Corporation terminates the Executive's employment
or materially either diminishes or reduces his title, compensation, authority,
responsibility, functions or duties with the Corporation and its Subsidiaries
within two (2) years after a Change of Control for any reason other than "for
cause" (as defined herein) or as a consequence of his death or disability, then,
within thirty (30) days after such termination of employment, the Corporation
shall pay to the Executive as compensation for services rendered to the
Corporation and its Subsidiaries cash in an amount equal to two (2) times his
aggregate base salary (excluding bonus) for the twelve (12) month period
immediately preceding the date of termination plus any and all accrued salary,
accrued vacation pay and accrued bonus.
(b) In the event that the Executive's employment is terminated pursuant to
Paragraph 2(a) hereof, then, within ninety (90) days after any such termination,
the Executive shall be entitled to put to the Corporation any and all
outstanding options to purchase shares of the Corporation's common stock, $.001
par value ("Common Stock"), theretofore granted to the Executive pursuant to the
Corporation's 1988 Stock Option Plan, 1993 Long-Term Stock Incentive Plan or any
similar plan (the "Option Plan"), whether or not such options are then
immediately exercisable in accordance with their terms, provided that such
options shall not have then expired, and to receive from the Corporation in
payment therefor a cash payment in the amount equal to the difference (if
greater than zero) between the "fair market value" (as defined in the Option
Plan) of the shares of Common Stock covered by the option and the exercise price
thereof, and upon the Executive's receipt of such payment, such options shall be
deemed to be canceled.
3. Definitions.
-----------
(a) A "Change of Control" shall be deemed to have taken place if, after
March 15, 1993, (i) any Person becomes the beneficial owner (as such term is
defined in Rule 13d-3 promulgated pursuant to the Securities Exchange Act of
1934, as amended (the "Act")) of securities of the Corporation having twenty
percent (20%) or more of the combined voting power of all classes of the
Corporation's securities entitled to vote in an election of Directors of the
Corporation; (ii) a merger or other business combination with, or sale of
substantially all of the assets of the Corporation to, any Person is effected or
(iii) the persons who are "Disinterested Directors" of the Corporation cease to
constitute a majority of the Board of the Corporation or any successor to the
Corporation.
(b) "Disinterested Director" shall mean (i) any Director who (A) has served
as a member of the Board for the twenty-four (24) month period preceding a
Change of Control and (B) is not
2
affiliated with any Person who causes or participates in causing a Change of
Control and (ii) any Director prior to the Change of Control who was initially
appointed or elected to the Board upon recommendation of a majority of
Disinterested Directors then on the Board and is designated a Disinterested
Director by the Board.
(c) "For cause" shall mean (i) the commission of fraud, embezzlement or
theft against the Corporation or any of its Subsidiaries or against an employee,
customer or business associate of the Corporation or any of its Subsidiaries or
(ii) a conviction of, or guilty plea to, a felony.
(d) "Subsidiary" shall mean any domestic or foreign corporation, partnership
or entity, a majority of whose equity securities is owned directly or indirectly
by the Corporation or by other Subsidiaries.
(e) "Person" shall have the same meaning as such term has under section
13(d) of the Act and the regulations promulgated thereunder.
4. Indemnification. If litigation shall be brought to enforce or
---------------
interpret any provision contained herein, the Corporation, to the extent
permitted by applicable law and the Corporation's Articles of Incorporation, as
amended, hereby agrees to indemnify the Executive for his reasonable attorneys'
fees and disbursements incurred in such litigation, and hereby agrees to pay any
money judgment obtained from the Executive and prejudgment interest on any money
judgment obtained from the Executive.
5. Payment Obligations Absolute. The Corporation's obligation to pay the
----------------------------
Executive the compensation and to make the arrangements provided for herein
shall be absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Corporation may have against him or
anyone else. All amounts payable by the Corporation hereunder shall be paid
without notice or demand. Each and every payment made hereunder by the
Corporation shall be final, and the Corporation will not seek to recover all or
any part of such payment from the Executive or from whosoever may be entitled
thereto, for any reason whatsoever. The Executive shall not be obligated to
seek other employment in mitigation of the amounts payable or arrangements made
under any provision of this Agreement, and the obtaining of any such other
employment shall in no event effect any reduction of the Corporation's
obligations to make the payments and arrangements required to be made under this
Agreement.
6. Continuing Obligations. The Executive shall retain in confidence any
----------------------
confidential information known to him concerning
3
the Corporation and its Subsidiaries and their respective businesses so long as
such information is not publicly disclosed.
7. Successors. This Agreement shall be binding upon and inure to the
----------
benefit of the Executive and his estate and the Corporation and any successor of
the Corporation, but neither this Agreement nor any rights arising hereunder may
be assigned or pledged by the Executive.
8. Severability. Any provision in this Agreement which is prohibited or
------------
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
or affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
9. Prior Agreements. This Agreement supersedes any prior severance
----------------
agreement between the Executive and the Corporation, which shall be of no
further force and effect whatsoever.
10. Controlling Law. This Agreement shall in all respects by governed by,
---------------
and construed in accordance with, the laws of the State of Nevada, except for
the choice-of-law provisions thereof.
11. Termination. This Agreement shall terminate if, in accordance with the
-----------
Plan, the Board determines that the Executive is no longer a key executive to be
included within the Plan and so notifies the Executive; except that such
determination shall not be made, and if made shall have no effect, (i) within
two (2) years after the Change of Control in question or (ii) during any period
of time when the Corporation has knowledge that steps are being taken that are
reasonably calculated to effect such Change of Control until, in the opinion of
the Board, efforts to effect such Change of Control have been terminated or
abandoned. Any decision by the Board that efforts
4
to effect a Change of Control have been terminated or abandoned shall be
conclusive and binding on the Executive.
IN WITNESS WHEREOF, the parties have executed this Agreement on the ___ day
of ____, 1993.
ELSINORE CORPORATION
By_______________________________________
Its______________________________________
EXECUTIVE
_________________________________________
5
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000898430-95-000471 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., Apr. 24, 7:55:55.1pm ET 
