This excerpt taken from the DDE 8-K filed Feb 17, 2006.
On February 13, 2006, we also entered into an Amended and Restated Non-Compete Agreement with one of our directors Patrick J. Bagley. This agreement is substantially identical to the Executive Officer Agreements described above in the following respects.
The Agreement is only operative in the event of a Change in Control. Change in Control is defined in the same manner as defined in the Executive Officer Agreements described above. The agreement has the same
term as the Executive Officer Agreements described above.
In the event of a Change in Control during the term of Agreement and provided that the director serves as a director of the Company when the Change in Control occurs, the Company must pay to the director a Change in Control Fee in the amount of $100,000.
For the one (1) year period following the Change in Control, the director agrees not to compete with the Company in the casino business or to solicit the Companys customers and employees. The scope of the non-competition covenants and the territory covered are the same as provided in the Executive Officer Agreements described above.
The agreement contains no provisions relative to continuing the directors tenure with the Company for any fixed period of time prior to a Change in Control. There are no other agreements or understandings between the Company and the director which guarantee the directors continued tenure with the Company or guarantee any level of compensation, including incentive or bonus payments, to the director.
The agreement contains the same tax gross-up as provided in the Executive Officer Agreements described above to the extent that the payments to the director constitute an excess parachute payment under the Internal Revenue Code.