Vice President of Corporate Development Employment Agreement

EMPLOYMENT AGREEMENT





AGREEMENT, dated as of this 28th day of April, 2005, by and between the Seneca Gaming Corporation (the " Parent "), a governmental instrumentality of the Seneca Nation of Indians of New York (the " Nation ") with its principal place of business in the State of New York and Rajat R. Shah (" Executive ").



WHEREAS, the Parent desires that Executive serve as the Senior Vice President of Corporate Development and Deputy General Counsel of the Parent and each of the Seneca Niagara Falls Gaming Corporation (" SNFGC "), the Seneca Territory Gaming Corporation (" STGC "), and the Seneca Erie Gaming Corporation (" SEGC "), each a wholly-owned subsidiary of the Parent and a governmental instrumentality of the Nation (collectively, the " Subsidiaries " and together with Parent, the " Employer "); and



WHEREAS, Executive shall serve as Senior Vice President of Corporate Development and Deputy General Counsel of the Parent and each of the Subsidiaries and the terms of this Agreement assume that Executive shall serve in such positions until the Termination Date (defined below).



IT IS HEREBY AGREED AS FOLLOWS:





1. Employment; Location of Employment .



(a) Employer hereby employs Executive as its Senior Vice President of Corporate Development and Deputy General Counsel. Executive shall report and be accountable to and work under the authority of the President and Chief Executive Officer and the Board of Directors of Parent (the " Board"). Executive shall perform such duties and have such responsibilities that are customary for such position and including those that may be specified from time to time by the President and Chief Executive Officer and/or the Board that are not inconsistent with such position.



(b) Executive and the Parent acknowledge that Executive currently resides in Washington D.C.; provided , however , Executive intends to relocate to the Buffalo, New York area. Prior to his relocation, Executive shall be responsible for all living expenses and travel expenses between Executive92s home in the Washington D.C. metropolitan area and the Parent92s principal executive offices in Niagara Falls, New York. In connection with Executive92s relocation, the Parent shall reimburse Executive for customary and reasonable relocation expenses.





2. Term . The term of this Agreement shall commence on May 2, 2005 (the " Commencement Date ") and terminate on September 30, 2008 (the " Termination Date"), unless renewed by a subsequent written agreement of the parties.










3. Compensation .



(a) For the period commencing on May 2, 2005 though September 30, 2005, Executive shall be paid an aggregate of Two Hundred Ninety Five Thousand Six Hundred Twenty Five Dollars ($295,625), of which Thirty Thousand Dollars ($30,000) shall be payable on the Commencement Date and of which Two Hundred Sixty Five Thousand Six Hundred Twenty Five Dollars shall be payable periodically between May 2, 2005 and September 30, 2005 in accordance with the Employer92s regular payroll practice.



(b) Executive shall be paid an annual base salary (" Base Compensation") of Seven Hundred Thousand Dollars ($700,000) for Employer92s fiscal year ending September 30, 2006; an annual base salary of Six Hundred Thirty Seven Thousand Five Hundred Dollars ($637,500) for Employer92s fiscal year ending September 30, 2007; Seven Hundred Twenty Five Thousand Dollars ($725,000) for Employer92s fiscal year ending September 30, 2008 with respect to his service for all of the Employers, with a salary review by the Board each fiscal year thereafter at which time the Board shall determine whether, in its sole discretion, Executive92s Base Compensation shall be increased. Said salary shall be payable periodically in accordance with the Employer92s regular payroll practice.



(c) Executive shall be provided with coverage under the Employer92s employee benefit insurance programs and retirement programs, if any, at least equal to the coverage provided to other senior executive officers of the Employer.



(d) The Parent shall pay (or reimburse Executive if paid by Executive) for (i) Executive92s attorney registration dues, (ii) the annual dues for membership in attorney bar associations, and (iii) the reasonable costs and expenses related to fulfilling Executive92s continuing legal education requirements.



(e) Executive shall also be eligible to receive performance or incentive compensation, which is approved by the Board in its sole discretion. Said additional performance or incentive compensation, if any, shall be in addition to and shall not lessen or reduce the Base Compensation.





4. Licensing Issues . Executive represents to the Employer that he shall use his reasonable best efforts to obtain such licenses as may be required pursuant to the Nation-State Gaming Compact between the Seneca Nation of Indians and the State of New York (the "Compact") and/or the Nation92s or the Employer92s gaming ordinances as in effect on the date hereof, as may be necessary to enable him to engage in his employment hereunder. Once Executive obtains such necessary licenses he shall maintain such licenses in good standing as a pre-condition of his employment by the Employer.



5. Termination .



(a) Executive92s employment hereunder may be terminated by the Parent only under the following circumstances and such termination by the Parent shall be a termination with respect to each Employer, unless otherwise determined by the Board:



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(i) upon revocation or disapproval of the license required pursuant to the Compact, or upon disapproval by the National Indian Gaming Commission of the issuance of any license by the Nation pursuant to its own gaming ordinances, if either such action renders it unlawful for Executive to perform as Senior Vice President of Corporate Development and Deputy General Counsel of each Employer, or if any event renders it unlawful for the Nation and/or the Employer to continue to conduct casino gaming on Nation Territory. For purposes of this Agreement, " Nation Territory" shall include current or future Nation reservation territory where the Employer conducts or will conduct its gaming operations as of the date Executive92s employment is terminated.



(ii) upon revocation or disapproval of such licenses for Executive as are required pursuant to the Compact and/or by the Nation92s or the Employer92s gaming ordinances;



(iii) Executive shall commit an act constituting "Cause," which is defined to mean an act of dishonesty by Executive intended to result in gain or personal enrichment of Executive or others at the Employer92s expense, or the deliberate and intentional refusal by Executive (except by reason of disability) to perform his duties hereunder, or by acts constituting gross negligence in the performance of such duties;



(iv) Executive shall die or the Employer shall for any reason within the Employer92s or the Nation92s control permanently cease to conduct casino gaming on Nation Territory; or



(v) Executive shall become unable to perform the duties and responsibilities set forth in this Agreement for a period of 180 days in any 365 day period by reason of long-term physical or mental disability.



(b) If Executive92s employment should be terminated under paragraphs 5(a)(i), (ii) or (iii) above, then the Employer shall at that time pay Executive the Base Compensation earned through the date Executive is terminated, whereupon the Employer shall have no further liability or obligation to Executive under this Agreement or otherwise.



(c) If Executive92s employment should be terminated under paragraph 5(a)(iv) or (v) above, then the Employer shall at that time pay Executive (or his estate) his Base Compensation earned through the date Executive is terminated; whereupon the Employer shall have no further liability or obligation to Executive under this Agreement or otherwise.



(d) If Executive92s employment should be terminated by the Parent for any reason other than those specified in paragraph 5(a) above (it being understood that a purported termination for Cause which is contested by Executive and finally



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determined not to have been proper shall be treated as a termination under this paragraph 5(d)), then the Employer shall: (i) pay Executive his Base Compensation earned, but unpaid, through the date Executive is terminated, (ii) continue to pay Executive his Base Compensation in effect as of the date of termination for a period following his termination (the "Severance Period") equal to the lesser of (A) eighteen (18) months or (B) the remainder of the period ending on the Termination Date, and (iii) to the extent elected by Executive, pay for the cost of (A) Executive92s premiums for continuation healthcar ...