MAJESTIC INVESTOR HOLDINGS LLC
EMPLOYMENT AGREEMENT DATED AS OF OCTOBER 21, 2002
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>k72399exv10w1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED AS OF OCTOBER 21, 2002
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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT IS MADE AND ENTERED INTO AS OF, OCTOBER 21, 2002
(EMPLOYMENT AGREEMENT") BY AND BETWEEN THE MAJESTIC STAR CASINO, LLC, AN INDIANA
LIMITED LIABILITY COMPANY D/B/A MAJESTIC STAR AND MAJESTIC INVESTOR ("THE
COMPANY") AND JON SCOTT BENNETT ("EXECUTIVE").

                                    RECITALS

A.       The Company and the Executive desire to enter into an Employment
         Agreement, which supersedes any and all other agreements, either oral
         or in writing with respect to the employment of Executive by the
         Company, including employee's current employment agreement dated July
         20, 2001.

B.       The Company and the Executive agree that the Executive's Employment
         Period with the Company shall commence on or about OCTOBER 21, 2002, at
         which time the Employment Agreement between the Company and Executive
         will become effective.

1.       Terms

         The Company hereby agrees to employ Executive, and Executive hereby
         agrees to serve the Company, on the terms and conditions of the
         Employment Agreement, for a TWENTY-FOUR (24) MONTH PERIOD ("Period of
         Employment") commencing on the Executive's date of hire with the
         Company (such Period of Employment being subject to earlier termination
         as provided herein). If it is determined by the Company or Executive
         not to renew the Employment Agreement either party agrees to give A SIX
         (6) MONTH ADVANCE NOTICE prior to the expiration of the initial twenty-
         four (24) month "Period of Employment".

2.       Duties and Services

         During the period(s) of employment, Executive agrees to serve the
         Company and its affiliates as its VICE PRESIDENT AND CHIEF FINANCIAL
         OFFICER and in such other offices and positions of the Company within
         his areas of expertise and to perform such other reasonable and
         appropriate duties consistent with such position(s) as may be
         requested of him by the President and Chief Executive Officer and/or
         his designee of the Company, in accordance with the terms herein set
         forth. The position of Vice President and Chief Financial Officer shall
         report to the Executive Vice President and Chief Operating Officer.
         Excluding periods of personal time off to which Executive is entitled,
         Executive shall devote his full time energy and skills to the business
         and affairs of the Company and to the promotion of its interests. The
         Executive shall perform all such duties to the best of his ability and
         in a diligent manner. Executive will be based in Las Vegas, Nevada and
         may be reasonably required to travel outside Las Vegas, Nevada from
         time to time. Executive acknowledges and agrees that this Employment is
         subject to the licensing and regulatory control of the Indiana Gaming
         Control Board and various other state, county and city gaming
         regulatory enforcement agencies (collectively the "Gaming Authorities")
         which may require that Executive be investigated for personal
         suitability and licensing. Executive



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         shall fully cooperate with the Gaming Authorities in order that he may
         obtain all required licenses, permits, approvals or findings of
         suitability required in connection with his employment hereunder.
         Company agrees to pay all reasonable costs associated with licensing of
         Executive.

3.       Compensation

         (a)  Salary. As compensation for his services hereunder, the Company
              shall pay Executive, during the Period of Employment, an annual
              salary of Two Hundred Fifty Thousand Dollars ($250,000.00) less
              all applicable federal, state and local taxes, social security and
              other governmental mandated deductions, which shall be payable in
              installments in accordance with the Company's compensation
              schedule as in existence from time to time. On the first
              anniversary of his date of hire, Executive shall receive an annual
              performance review at which time he shall be considered for a
              merit increase in his annual salary.

         (b)  Bonuses. For the calendar year ended December 31, 2002, Executive
              shall be entitled to receive incentive compensation in accordance
              with bonus and incentive plans in place during 2002 at Barden
              Mississippi Gaming, LLC, d/b/a Fitzgeralds Tunica. Effective for
              the year beginning January 1, 2003, and each subsequent year
              thereafter, Executive and the Company will negotiate, in good
              faith, a reasonable and fair bonus program for the Executive.

         (c)  Fringe Benefits. For such period of time as Executive is employed
              by the Company during the Period of Employment, the Executive
              shall receive coverage under the Company's medical insurance
              program (as such program is in effect from time to time). The
              Company agrees to pay the Executive's monthly premium
              contributions on behalf of the Executive and his eligible
              dependents. The Executive shall receive a five thousand dollar
              ($5,000.00) per annum allowance for unreimbursed medical expenses
              submitted in accordance with Company expense procedures, and less
              all applicable federal, state and local taxes. The Company agrees
              to provide Executive a one million dollar ($1,000,000.00) annually
              renewing term life insurance policy during the Period of
              Employment subject to medical and financial underwriting. Nothing
              contained herein shall preclude the Executive from participating
              in any present or future employee benefit plans of the Company,
              including without limitation any 401 (k) plan, profit-sharing
              plan, savings plan, deferred compensation plan and health and
              accident plan or arrangement, if he meets the eligibility
              requirements therefore.

         (d)  Vacation. Executive shall be entitled to four (4) weeks vacation
              per year, to be taken at time or times mutually acceptable to
              Executive and the Company, in accordance with the vacation policy
              in effect at the time. The Company also acknowledges that
              Executive is entitled to transfer up to two (2) weeks of vacation
              time earned in his present position at Barden Mississippi Gaming,
              LLC.




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         (e)  Business Expenses. All reasonable travel and other expenses
              incident to the rendering of services by Executive hereunder shall
              be paid by the Company. If any such expenses are paid in the first
              instance by the Executive, the Company shall reimburse him
              therefor on presentation of appropriate documentation required by
              the Internal Revenue Code and Regulations or otherwise required
              under the Company policy in connection with such expenses.

4.       Relocation

         (a)  The Company agrees to provide to the Executive an allowance of up
              to Thirty Thousand Dollars ($30,000.00) to be used in connection
              with selling Executive's Home in Southaven, Mississippi and
              purchase of a home in Las Vegas, Nevada. Executive can use his
              discretion as to how the $30,000.00 should be applied as long as
              it is used in conjunction with the sale of his Southaven,
              Mississippi residence and purchase of a Las Vegas residence.
              Executive will submit relocation expenses in accordance with
              Company Expense procedures.

         (b)  The Company will either pay directly to a mutually agreed upon
              moving contractor, or reimburse the Executive for usual, customary
              and reasonable expenses related to the moving of Executive's
              household goods, automobiles and recreational vehicles from
              Southaven, Mississippi to Las Vegas, Nevada. If applicable, the
              Company, subject to prior approval, will pay for the storage of
              the Executive's household items.

         (c)  The Company agrees to reimburse the Executive and his spouse (or
              other legal dependent) for a total of three (3) house-hunting
              trips to the Las Vegas metropolitan area.

         (d)  The Company agrees to reimburse Executive the monthly loan
              installment and impounds on his current residence in Southaven,
              Mississippi for a period of twelve (12) months from the date
              Executive purchases or leases a residence in the Las Vegas area.
              If the Executive's residence in Southaven, Mississippi is sold
              within that twelve (12) month period, than any remaining payments
              pursuant to this paragraph would cease. The asking price of the
              Mississippi residence shall be no greater than the appraised
              market value of the home.

         (e)  The Company will pay for a period of time, not to exceed ninety
              (90) days of temporary housing at a location mutually acceptable
              to Executive and the Company in the Las Vegas, Nevada area. The
              Company will also, upon request, provide a rental car for the
              Executive's use in the Las Vegas, Nevada area during the period of
              temporary housing. In addition, the Company will pay a per diem
              food allowance of twenty-five ($25.00) dollars during the period
              Executive is utilizing temporary housing.

         It is further understood that should the Executive voluntarily
         terminate his employment within the first twelve (12) months of
         employment with the Company, the Executive shall repay 100% of the
         amounts advanced to him pursuant to paragraph 4, sections a and b to




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         the Company and a portion of the amounts advanced to him in sections c,
         d, and e or for his benefit calculated as follows:

         (12 months - number of months employed)       X      total relocation
         --------------------------------------
                  12 months

5.       Early Termination

         (a)  Notwithstanding the provisions of Section 1 hereof, the Executive
              may be terminated by the Company for Cause (as defined herein), in
              which event the period of employment hereunder shall cease and
              terminate and the Company shall have no further obligation or
              duties under this Employment Agreement, except for obligations
              accrued under Section 3 as of the date of termination.

         (b)  Prior to termination for a performance deficiency as described in
              Sections 5(a)(v) and (vii), Executive shall be given notice of
              deficiency and sixty (60) days within which to cure the same.

         For the purposes of this Employment Agreement ("Cause") shall be deemed
         to exist only upon (i) conviction of a felony (ii) embezzlement or
         misappropriation of funds or property of the Company or any affiliates;
         (iii) failure to obtain and maintain during the period(s) of
         employment all licenses, permits, approvals or findings or suitability
         with Gaming and other Regulatory Authorities approval or finding of
         suitability; (iv) conviction of any criminal or other improper act
         which could result in the suspension or revocation of any such license,
         permit, approval or finding of suitability; (v) Executive's repeated
         failure to comply with any policies or procedures of the Company
         whether or not now in effect; (vi) upon the material breach by
         Executive of this Employment Agreement; (vii) excessive absenteeism in
         accordance with Company guidelines on the part of the Executive or
         (viii) any other conduct, such as moral turpitude which has or may
         reasonably be expected to have a material adverse effect on the Company
         or the business of the Company.

         (c)  In addition, the Period of Employment hereunder shall cease and
              terminate upon the earliest to occur of the following events: (i)
              death of executive, or (ii) the inability of Executive by reason
              of physical or mental disability to continue the proper
              performance of his duties hereunder for a period of sixty (60)
              consecutive days (subject to the requirements of the Americans
              with Disabilities Act and Family Medical Leave Act). Upon the
              occurrence of these events the Company shall continue to pay to
              Executive or his estate, the entire compensation otherwise payable
              to him under Section 3(a) hereof for the lesser of sixty (60) days
              or the remaining Period of Employment and shall have no further
              obligation or duties under this Employment Agreement.

         (d)  In the event that the Executive is discharged by the Company other
              than for Cause pursuant to Section 5(a) hereof or is discharged by
              reason of physical or mental disability pursuant to Section 5(b)
              hereof, Executive shall have no further obligations or duties
              under this Employment Agreement; provided, however, that Executive
              shall continue to be bound by the provisions of Section 5 hereof.




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              However, if Executive should die prior to the end of such period,
              the provisions of Section 5(a) hereof shall be applicable as
              though the Executive's employment hereunder had not been
              terminated.

         (e)  This Employment Agreement may be terminated by mutual agreement of
              the Company and the Executive. The terms and conditions of any
              such termination agreement shall be set forth in writing and
              signed by both parties.

6.       Confidentiality, Intellectual Property and Non-Competition

         (a)  The Company and Executive acknowledge that the services to be
              performed by Executive under this Employment Agreement are unique
              and extraordinary and, as a result of such employment, Executive
              will be in possession of confidential information, proprietary
              information and trade secrets (collectively, "Confidential
              Information") relating to the business practices of the Company
              and its affiliates, and that these constitute "Trade Secrets"
              under the Nevada Uniform Trade Secrets Act.

         Trade Secrets Act. The Confidential Information referenced herein
         includes but is not limited to the following which are or were
         developed for the Company by Executive or any other Company employee or
         agent; names and addresses of guests; computer programs; software and
         disks; business plans; analytical techniques and methodology;
         measurement criteria; guest development techniques; market research;
         training manuals and video tapes. Executive agrees that he will not
         disclose or use the Confidential Information, directly or indirectly
         during or after his employment, other than in the performance of his
         duties for the Company.

         (b)  The Company and Executive agree that violation of Executive's
              obligations under Section 6(a) of this Employment Agreement shall
              constitute "misappropriation" of the Company's trade secrets under
              the Nevada Trade Secrets Act, and the Company's remedies for any
              such violation shall be those set out in the said Act.

         (c)  Upon termination of his employment with Company for any reason,
              Executive shall (i) immediately return to the Company all the
              materials delivered to Executive during employment or paid for by
              the Company, including but not limited to, originals, duplicates
              or copies of keys, tools, telephones, pagers, manuals, plans,
              memoranda, reports, systems, procedures, forms, advertising
              materials, office supplies, presentations, flow charts,
              narratives, organization charts and other employment agreements,
              (ii) give to the Company on computer disk and then destroy any
              trade secrets in any physical form, including originals,
              duplicates, or copies to the Company and (iii) give to the Company
              on computer disk and then destroy any trade secrets or any other
              Company information stored in any computer or electronic device
              owned or used by Executive.

         (d)  All programs, ideas, strategies, approaches, practices or
              inventions created, developed, obtained or conceived of by
              Executive during the term hereof by reason of his employment by
              the Company, shall be owned and belong exclusively



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              to the Company, provided that they are related in any manner to
              business or that of any of it's affiliates. Executive shall (i)
              promptly disclose all such programs ideas, strategies, approaches,
              practices, inventions or business opportunities to the Company and
              (ii) execute and deliver to the Company, without additional
              compensation, such instruments as the Company may require from
              time to time to evidence its ownership of any such terms.

         (e)  Executive agrees that during the period of employment, he will not
              become a stockholder, director, officer, employee or agent of or
              consultant to any corporation, or member of or consultant to any
              partnership or other entity, or engage in any business as a sole
              proprietor or act as a consultant to any such entity, or otherwise
              engage, directly or indirectly, in any enterprise, in each case
              which competes with or has a vendor relationship with any business
              or activity engaged in, or known by Executive to be contemplated
              to be engaged in, by the Company or any of it's affiliates,
              provided, however, that competition shall not include the
              ownership (solely as an investor and without participation in or
              contact with the management of the business) of less than one
              percent of the outstanding shares of stock of any corporation
              engaged in any such business, which shares are regularly traded on
              a national securities exchange or in an over-the counter market.
              The Company, in its sole discretion, may waive one or more of the
              restrictions set forth in this subsection; however, any such
              waiver must be in writing executed by an authorized Company
              representative, and shall be effective only to the extent it is
              set forth in writing.

         (f)  Executive agrees that for a period of one (1) year, should he
              voluntarily terminate his employment with the Company within
              eighteen (18) months of the commencement date of this agreement he
              will not become a stockholder, director, officer, employee or
              agent of or consultant to any corporation, or member of or
              consultant to any partnership or other entity or engage in any
              business as a sole proprietor in or act as a consultant to any
              such entity in or otherwise engage, directly or indirectly, in any
              enterprise in each case which competes with or has a vendor
              relationship with any business or activity engaged in, or known by
              Executive to be contemplated to be engaged in, by the Company or
              any of its affiliates, provided, however, that competition shall
              not include the ownership (solely as an investor and without any
              other participation in or contact with the management of the
              business) of less than one percent of the outstanding shares of
              stock of any corporation engaged in any such business, which
              shares are regularly traded on a national securities exchange or
              in an over-the-counter market. Should the Executive and the
              Company or any of it's affiliates mutually agree not to renew the
              Employment Agreement following the eighteen (18) month period
              following commencement of this agreement, the Company shall waive
              the non-compete agreement as set forth in this subsection. The
              Company, in its sole discretion, may waive one or more of the
              restrictions set forth in this subsection; however, any such
              waiver must be in writing executed by an authorized Company
              representative, and shall be effective only to the extent it is
              set forth in writing.

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         (g)  Executive further agrees that neither Executive nor any person or
              enterprise controlled by Executive will solicit for employment any
              person employed by the Company or any of its affiliated properties
              during and within one year following the termination of
              Executive's employment.

         (h)  Unless required by law, Executive shall not disclose the existence
              of this Employment Agreement or the terms and conditions hereof to
              any other person, except to Executive's attorneys, accountants and
              financial/banking institutions who have a need to know.

         (i)  The covenants in this Section 6 on the part of the Executive shall
              be construed as an agreement independent of any other provision in
              this Employment Agreement; and the existence of any claim or cause
              of action of Executive against Company, whether predicated on this
              Employment Agreement or otherwise, shall not constitute a defense
              to the enforcement by Executive of these covenants. It is agreed
              by the parties hereto that if any portion of these covenants
              against solicitation are held to be unreasonable, arbitrary or
              against public policy, the covenants herein shall be considered
              divisible both as to time and scope; and each month of the
              specified period shall be deemed a separate period of time, so
              that the lesser period of time shall remain effective so long as
              the same is not unreasonable, arbitrary, or against public policy.
              The parties hereto agree that, in the event any court determines
              the specified time period to be unreasonable, arbitrary or against
              public policy, a lesser time period which is determined to be
              reasonable, not arbitrary and not against public policy may be
              enforced against Executive. It is further agreed by the parties
              hereto that, in the event of a breach or violation or threatened
              breach or violation by Executive of the provisions of this
              section, the Company shall be entitled to obtain injunctive relief
              from a court of competent jurisdiction restraining the activities
              set forth herein in breach or violation of this section (without
              posting a bond therefor and upon twenty-four (24) hours notice to
              Executive), whether directly or indirectly. Nothing herein shall
              be construed as prohibiting Company from pursuing any other
              remedies available to it by law or by this Employment Agreement
              for breach, violation or threatened breach or violation of the
              provisions of this section, including, by way of illustration and
              not by way of limitation, the recovery of damages from Executive
              or any other person, firm, corporation or entity. The provisions
              of this section shall survive any termination of this Employment
              Agreement for the purpose of providing Company with the protection
              of Covenants of Executive provided herein. Executive acknowledges
              that his capabilities and education are such that enforcement of
              the restrictions contained herein shall not prevent him from
              earning a livelihood.

7.       Representations and Warranties

         (a)  Executive represents and warrants to Company that his execution,
              delivery and performance of this Employment Agreement will not
              result in or constitute a breach of or conflict with any term,
              covenant, condition, or provision of any commitment, contract, or
              other agreement or instrument, including, without



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              limitation, any other employment agreement, to which Executive is
              or has been a party.

         (b)  Executive shall indemnify, defend, and hold harmless Company for,
              from, and against any and all losses, claims, suits, damages,
              expenses, or liabilities, including court costs and counsel fees,
              which Company has incurred or to which Company may become subject,
              insofar as such losses, claims, suits, damages, expenses,
              liabilities, costs, or fees, arise out of or are based upon any
              failure of any representation or warranty of Executive in section
              7(a) hereof to be true and correct when made.

8.       Assignment and Change of Control

         (a)  Executive shall not assign his rights or delegate the performance
              of these obligations hereunder without the prior written consent
              of the Company. Subject to the provisions of the preceding
              sentence, all the terms of this Employment Agreement shall be
              binding upon and shall inure to the benefit of the parties and
              their legal representatives, heirs, successors and assigns.

         (b)  Upon a "Change of Control", the Company may assign this Employment
              Agreement. For this purpose, a "Change of Control" shall mean a
              sale of substantially all of the assets of the Company. Upon the
              occurrence of a Change of Control, the Company will pay Executive
              all remaining payments due Executive under Section 3 hereof and
              any payments that would be due to Executive under the expiration
              of this agreement. If no agreement exists that would become
              effective at the expiration of this agreement, then Executive will
              receive equivalent of six (6) months of his annual salary at the
              expiration of this agreement by reason of a Change of Control. In
              addition, Executive will not be bound by the provisions of Section
              6(f) by reason of a Change of Control.


9.       Arbitration

         Any dispute which may arise between the parties hereto shall be
         submitted to binding arbitration in Las Vegas, Nevada in accordance
         with the Rules of the American Arbitration Association; provided that
         any such dispute shall first be submitted to the Board of Directors in
         an effort to resolve such dispute without resort to arbitration, and
         provided, further, that the Board shall have a period of sixty (60)
         days within which to respond to the Executive's submitted dispute, and
         of the Board of Directors fails to respond within said time, or the
         Executives dispute is not resolved, the matter may then be submitted
         for arbitration.

10.      Notice

         Any notice or other communication required or permitted to be given
         hereunder shall be made in writing and shall be delivered in person or
         mailed by prepaid registered or certified mail, return receipt
         requested, addressed to the parties as follows:



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         If to the Company:

         The Majestic Star Casino, LLC
         C/o Fitzgeralds Casino Hotel
         301 Fremont Street, 12th Floor
         Las Vegas, Nevada  89101
         Attention: Executive Vice President and Chief Operating Officer

         If to the Executive:

         Jon S. Bennett
         8880 Shellflower Drive
         Southaven, Mississippi   38671

         or to such other addresses as the party shall have furnished in writing
         in accordance with this Section. Such notices or communication shall be
         effective upon delivery in person, and upon actual receipt or three (3)
         days after mailing, whichever is earlier, if delivered by mail.

11.      Breach of Agreement

         Should the Company be in breach of this Employment Agreement and/or it
         be determined that Executive has not been terminated for Cause (the
         position first taken by Company for terminating the contract), then
         this entire Employment Agreement shall be null and void and of no
         further force or effect. Further, Executive shall be entitled to all
         benefits and compensation under the Employment Agreement as well as
         attorney fees and costs incurred in vindicating himself or establishing
         a breach by the Company. Conversely, if the Executive is determined to
         be in breach of this Employment Agreement, the Company shall be
         entitled to costs and attorney fees in validating that breach.

12.      Parties In Interest

         The benefits and obligations of this Employment Agreement shall be
         binding upon and insure to the benefit of Executive, and it shall be
         binding upon and insure to the benefit of the Company, its subsidiaries
         and related entities, as well as any corporation succeeding to all or
         substantially all of the business assets of the Company by merger,
         consolidation, purchase of assets or otherwise.

13.      Entire Agreement

         This Employment Agreement supersedes any and all other agreements,
         either oral or in writing, between the parties hereto with respect to
         the employment of Executive by the Company and contains all of the
         covenants and agreements between the parties with respect to such
         employment in any manner whatsoever. Any modification of this
         Employment Agreement will be effective only if it is in writing signed
         by the party to be charged.



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14.      Governing Law and Venue

         This Agreement is to be governed by and construed in accordance with
         the laws of the State of Nevada applicable to contracts made and to be
         performed wholly within such State, and without regard to the conflicts
         of laws principles thereof.

15.      Acknowledgement

         Executive acknowledges that he has been given a reasonable period of
         time to study this Agreement before signing it. Executive certifies
         that he has fully read, has received an explanation of, and completely
         understands the terms, nature, and effect of this Agreement and to seek
         the advice of legal counsel. Executive further acknowledges that he is
         executing this Agreement freely, knowingly, and voluntarily and that
         Executive's execution of this Agreement is not the result of any fraud,
         duress, mistake, or undue influence whatsoever. In executing this
         Agreement, Executive does not rely on any inducements, promises, or
         representations by Company other than the terms and conditions of this
         Agreement.

16.      Effective Date

         This Employment Agreement shall become effective on the Executive's
         date of hire with The Majestic Star Casino, LLC.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
         duly executed as of the date first set forth hereinabove.


         COMPANY:                              EXECUTIVE:
         The Majestic Star Casino, LLC



         By:  /s/ Judith F. Talbott            By:  /s/ Jon Scott Bennett
            -------------------------             ------------------------
            Judith F. Talbott                     Jon Scott Bennett
            Corporate Vice President              Vice President
            of Human Resources                    and Chief Financial Officer


         Date:  October 23,  2002              Date:   October 23, 2002
              -------------------                    --------------------



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