EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is entered into as of June 18,2013, by and

between THE NEW YORK RACING ASSOCIATION, INC., a New York not-for-profit
corporation ("Employer"), including its assigns and successors, and Christopher Kay
("Employee").
1. Employment. Employer hereby employs Employee, and Employee hereby accepts
employment by Employer, as Chief Executive Officer, to perform such duties associated with the
position and as directed by the Reorganization Board of The New York Racing Association, Inc.
(the "Board"). In construing the provisions of this Agreement, the term "Employer" shall include
all of Employer's subsidiary, parent and affiliated corporations and entities (currently existing or
hereinafter created), including any assigns or successors, and Employer hereby covenants and
agrees to assign this agreement to any successor corporation of Employer. During the Specified
Term, as that term is defined in this Agreement, Employee shall report directly to the Board.
2. Term. This Agreement is considered to have commenced on July 1,2013 (the
"Commencement Date" or "Effective Date") and will continue through and including October
17, 2015 (the "Specified Term"). Employer shall notify Employee of its intentions to renew
Employee's employment, upon such terms as the Parties may negotiate and agree in writing, no
later than thirty (30) days prior to the ending date of this Agreement. In the event that the Parties
are unable to reach agreement on the terms under which Employee's employment will continue
after the Specified Term, Employer and Employee agree that: (i) this Agreement will not be
renewed; (ii) the Agreement terminates upon the conclusion of the Specified Term; and (iii)
Employee shall be entitled to receive the Termination Benefits set forth in Paragraph 10(B) of
this Agreement.
3. Compensation.
(A) Commencing on the Effective Date, Employee shall receive an annual salary of
$300,000.00, payable in accordance with Employer's standard payroll practices.
(B) Employee's performance will be reviewed by the Board on the twelve month
anniversary of his employment, and an upward adjustment to his base salary may be made at the
discretion of the Board or its designee consistent with Employee's performance and the
company's financial performance.
(C) Employee shall be entitled to receive, based upon the successful satisfaction and
achievement of certain goals established by the Board, annual Management Incentive
compensation (the "Management Incentive Bonus"). Employee's target Management Incentive
Bonus under this Agreement is $250,000 per year. Employer may at its discretion pay Employee
a Management Incentive Bonus that is less than or greater than the target Management Incentive
Bonus. Management Incentive goals will be established by the Board; a preliminary draft has
already been provided to Employee. Employee's performance against these goals will be
reviewed by the Board on the twelve month anniversary of his employment, at which time the
Management Incentive Bonus, if any, will be calculated and goals for the subsequent twelve
month period will be established. The Management Incentive Bonus shall be paid to Employee
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within thirty (30) days of the twelve month anniversary ofthis Agreement and within thirty (30)
days after subsequent one-year anniversary dates, as applicable.
(D) Employee shall also be entitled to receive reimbursement for actual and
reasonable business and travel expenses incurred by Employee in the performance of his duties
hereunder, as provided to other executive officer level employees, payable in accordance with
Employer's practice, policies, and procedures, as amended from time to time. Employee shall be
permitted to travel business class on (i) all international air travel; and (ii) all air travel where the
scheduled time from the flight's departure to landing is in excess of five (5) hours. A stipend
will be provided to Employee for living in Saratoga Springs, New York during the Saratoga race
meeting, consistent with that provided to other Officers of Employer.
4. Extent of Services. Employee agrees that the duties and services to be performed by
Employee shall be performed exclusively for Employer. Employee further agrees to perform
such duties in an efficient, trustworthy and businesslike manner. Employee agrees not to render
to others any service of any kind whether or not for compensation, or to engage in any other
business activity whether or not for compensation, that is similar to or conflicts with the
performance of Employee's duties under this Agreement. Employer acknowledges that
Employee has developed a concept for an on-line lottery game that potentially will at some time
in the future be licensed to a third party in those markets where such games have been legalized
(the "On-Line Lottery Game Concept") and that Executive's involvement with the On-Line
Lottery Game Concept shall not be in breach of this Agreement, provided that such involvement
does not conflict with Employer's business or the performance of Employee's duties under this
Agreement.
5. Policies and Procedures. In addition to the terms contained herein, Employee agrees to be
bound by Employer's written policies and procedures, as amended by Employer from time to
time. In the event the terms of this Agreement conflict with Employer's written policies and
procedures, the terms of this Agreement shall take precedence.
6. Licensing Requirements. Employee acknowledges that Employer is engaged in a
business that is, may be subject to, and/or exists because of privileged licenses issued by
governmental authorities in New York and other jurisdictions in which Employer is engaged in
the gaming business. If requested to do so by Employer, Employee shall apply for and obtain any
license, qualification, clearance or the like which shall be requested or required of Employee by
any regulatory authority having jurisdiction over Employer. If Employee fails to satisfy such
requirement, or if Employer is directed by any such authority to cease employment of Employee,
or if Employer shall determine, in Employer's sole and exclusive judgment, that Employee was,
is or might be involved in, or is about to be involved in, any activity, relationship(s) or
circumstances which could or does jeopardize Employer's business, reputation, or such licenses
of Employer, or if any such license is threatened to be, or is, denied, curtailed, suspended or
revoked as a result of Employer's continued employment of Employee, this Agreement may be
terminated by Employer and the parties' obligations and responsibilities shall be determined by
the provisions of Paragraph 10(A).
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7. Additional Consideration.
(A) Employee shall be entitled to participate in all benefit programs (e.g., healthcare,
401(k), disability, etc.) afforded to other senior executive employees of Employer and Employee
shall be covered by the Employer's Directors and Officers Insurance Policy to the full extent
permitted by the Employer's policy, consistent with the Employer's Certificate ofIncorporation
and Bylaws, and any amendments or successors thereto.
(B) Employee shall be entitled to four (4) weeks' paid vacation during each calendar
year of the Specified Term, except that his entitlement to paid vacation during the period from
the Effective Date through and including December 31, 2013 shall be prorated based upon the
Effective Date of this Agreement. Employee shall be permitted to carryover to a subsequent
calendar year up to ten (10) days of accrued and unused vacation; provided, however, that
Employee may not have more than thirty (30) days of accrued vacation at any time during his
employment under this Agreement. Employer shall pay Employee for any accrued and unused
vacation that Employee may have upon the separation of Employee's employment with
Employer.
(C) During the Specified Term, Employee shall receive an automobile allowance in
an amount equal to $1,650.00 per month. Employee shall also receive a credit or debit card, or
some other portable means by which to effectuate financial transactions, to be used solely for
Employee's purchase of up to $400 per month of gasoline.
(D) In the event that (i) the Parties do not reach agreement on the terms under which
Employee's employment will continue after the Specified Term (the "Non-Renewal"); or
(ii) Employee's employment is terminated by Employer Without Cause, as defined in Paragraph
10 below; or (iii) Employee's employment is terminated by Employee for Good Reason, as
defined in Paragraph 10 below, Employee shall be entitled to receive severance compensation
from the date of the Non-Renewal or termination of employment in the following amount: (x) if
the Non-Renewal or termination of employment occurs within the first 365 days of Employee's
employment with Employer, Employee shall receive salary continuation in an amount equal to
nine (9) months of Employee's Annual Rate of Compensation at the time of separation; and (y) if
the Non-Renewal or termination of employment occurs after the first 365 days of Employee's
employment with Employer, Employee shall receive salary continuation in an amount equal to
twelve (12) months' of Employee's Annual Rate of Compensation at the time of separation;
provided that, as used in this Agreement and in order to calculate Employee's entitlement to
severance pay, the term "Annual Rate of Compensation" shall refer to Employee's base salary at
the time of separation plus the full amount of Employee's target Management Incentive Bonus;
provided further, however, that Employee shall not receive any severance compensation ifthe
Non-Renewal or termination of this Agreement is for Cause as defined and contained in
Paragraph 10 of this Agreement; and provided further, in order to be eligible for severance
compensation, Employee must sign (and not revoke) a waiver and release of any and all claims
against Employer (including its officers and directors). Employer shall pay to Employee the
severance compensation contemplated under this Agreement in substantially equal payments no
less than monthly.
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(E) Employee represents and warrants that the consideration enumerated herein is
reasonable, adequate and sufficient for Employee's agreement to the terms contained herein,
including but not limited to the undertakings stated in Paragraphs 4,6 and 8.
8. Restrictive Covenants.
(A) Competition. Employee acknowledges that, in the course of performing
Employee's responsibilities hereunder, Employee will form business relationships and become
acquainted with certain confidential and proprietary information as further defined in Paragraph
8(b). Employee further acknowledges that such relationships and information are valuable to
Employer and that the restrictions on future employment, if any, are reasonably necessary in
order for Employer to remain competitive in the gaming industry. In consideration for the
Compensation and Consideration hereunder, and in recognition of Employer's need for
protection from abuse of relationships formed or information obtained before and during the
Specified Term of the Employee's employment hereunder, Employee covenants and agrees that,
except as otherwise provided herein, in the event Employee is not employed by Employer for the
entire Specified Term, then for the twelve (12) month period immediately following separation
from active employment, or for such shorter period remaining in the Specified Term should
Employee separate from active employment with less than twelve (12) months remaining in the
Specified Term (the "Restricted Period"), Employee shall not directly or indirectly be employed
by, provide consultation or other services to, engage in, participate in or otherwise be connected
in any way with any firm, person, corporation, or other entity which is either directly, indirectly
or through an affiliated company, engaged in pari-mutuel wagering on thoroughbred horse races
in the State of New York, or in the simulcast of thoroughbred horse races for purposes of
conducting pari-mutuel wagering within the continental United States of America
("Competitor"). Employer acknowledges "and agrees that Employee's involvement in the On-
Line Lottery Game Concept shall not be a breach of this Paragraph 8, provided that such
involvement does not conflict with Employer's business or the performance of Employee's
duties under this Agreement.
(B) Confidentiality. Employee covenants and agrees that Employee shall not at any
time during the Specified Term or thereafter, without Employer's prior written consent, disclose
to any other person or business entities any trade secret (see Exhibit "A" attached hereto) or
proprietary or other confidential information concerning Employer, including without limitation,
Employer's customers, marketing practices, procedures, management policies, labor agreements,
or any other information regarding the Employer which is not already and generally known to
the public or to Competitors or available to interested persons. Employee further covenants and
agrees that Employee shall not at any time during the Specified Term, or thereafter, without the
Employer's prior written consent, utilize any such trade secrets or proprietary or confidential
information in any way, other than in connection with employment hereunder.
(C) Employer's Property. Employee hereby confirms that such trade secrets,
proprietary or confidential information and all information concerning the goods, services or
facilities of Employer constitute Employer's exclusive property. Employee agrees that upon
termination of active employment under this Agreement, Employee shall promptly return to the
Employer all gas cards, notes, notebooks, memoranda, computer disks, computers, personal
electronic devices (cell phone, Blackberry, etc.) and any other similar repositories of information
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(regardless of whether Employee possessed such information prior to the date hereof) containing
or relating in any way to the trade or business secrets or proprietary and confidential information
of the Employer. Such repositories of information also include but are not limited to any personal
files or other personal data compilations in any form, which in any manner contain any trade
secrets or proprietary or confidential information of Employer.
(D) Notice to Employer. Employee agrees to notify Employer immediately of any
contacts made by Employer's Competitors, which concern or relate to an offer of future
employment (or consulting services) to Employee.
(E) The covenants contained in this Paragraph 8 shall survive the termination of this
Agreement.
9. Representations. Employee hereby represents, warrants and agrees with Employer that:
(A) The covenants and agreements contained in Paragraphs 4 and 8 above are
reasonable in their geographic scope, duration and content; the Employer's agreement to employ
the Employee and a portion of the compensation and consideration to be paid to Employee under
Paragraphs 3 and 7 hereof, are in partial consideration for such covenants; Employee shall not
raise any issue of the reasonableness of the geographic scope, duration or content of such
covenants in any proceeding to enforce such covenants; and such covenants shall survive the
termination of this Agreement, in accordance with such terms;
(B) The enforcement of any remedy under this Agreement will not prevent Employee
from earning a livelihood, because Employee's past work history and abilities are such that
Employee can reasonably expect to find work in other areas and lines of business;
(C) The covenants and undertakings stated in Paragraphs 4,6 and 8 above are
essential for the Employer's reasonable protection; and
(D) Employer has reasonably relied on these representations, warranties and
agreements by Employee.
Additionally, Employee agrees that in the event of Employee's breach of any covenants
set forth in Paragraphs 4 and 8 above, the Employer shall be entitled to seek to enforce such
covenants through any equitable remedy, including specific performance or injunction, without
waiving any claim for damages. In any such event, the Employee waives any claim that the
Employer has an adequate remedy at law.
10. Termination.
(A) This Agreement may be terminated by Employer at any time during the Specified
Term hereof for Cause. Upon any such termination, Employer shall have no further liability or
obligations whatsoever to Employee hereunder except as provided under subparagraphs
IO(A)(i)(a) and IO(A)(i)(b). "Cause" shall be defined as:
(i) Employee's death or Disability, where "Disability" is defined as
incapacity for health reasons certified to by a licensed physician which precludes Employee from
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performing the essential functions of Employee's duties hereunder for a substantially
consecutive period of six (6) months or more;
(a) In the event of Employee's death during the term of this
Agreement, Employee's beneficiary (as designated by Employee on Employer's benefit records)
shall be entitled to receive a death benefit in conformance with Employer's then existing normal
death benefit plan for executive employees, as from time-to-time amended.
(b) In the event that this Agreement is terminated by Employer due to
Employee's Disability, as provided under subparagraph 10(A)(i), Employer shall pay to
Employee or his beneficiary a disability benefit in conformance with the Employer's then
existing normal disability benefit plan for executive employees, as from time-to-time amended.
(ii) Employee's failure to abide by Employer's written policies and
procedures, willful misconduct, willful insubordination, willful inattention to Employer's
business, breach of fiduciary duty, a material breach of the terms and requirements of this
Agreement, or conviction of or plea of nolo contendere to any felony or any other crime
involving moral turpitude; provided, however, that Cause shall not exist for Employee's material
breach of the terms and requirements of this Agreement unless and until the following have
occurred: (x) Employer has provided Employee with written notice that specifies in reasonable
detail the provision of this Agreement that allegedly has been breached and the conduct of
Employee that has caused such alleged breach; (y) Employee has had thirty (30) calendar days
from receipt of the written notice to cure the alleged breach of this Agreement; and (z) Employee
has failed to cure such breach; or
(iii) Employee's failure or inability to satisfy the requirements stated in
Paragraph 6 above.
(B) This Agreement may also be terminated by Employer at any time during the
Specified Term hereof, Without Cause, upon: (i) ten (10) days' advance written notice to
Employee or (ii) in lieu of such notice, payment by Employer to Employee of an amount equal to
the salary that Employee would have received during the ten (10) day notice period. Upon such
termination, Employer shall treat Employee as an inactive employee and, as its sole liability to
Employee arising from such termination, Employer shall provide Employee (or his beneficiary in
the event of Employee's death during the Specified Term) with the following severance
compensation and benefits ("Termination Benefits"):
(i) Severance compensation from the date of termination in the following
amount: (x) if the separation of employment occurs within the first 365 days of Employee's
employment with Employer, Employee shall receive salary continuation in an amount equal to
nine (9) months of Employee's Annual Rate of Compensation at the time of separation; and (y) if
the separation of employment occurs after the first 365 days of Employee's employment with
Employer, Employee shall receive salary continuation in an amount equal to twelve (12) months
of Employee's Annual Rate of Compensation at the time of separation;
(ii) Employer shall continue to provide Employee's health benefits for the
same duration as the Employee's severance pay period at the same prevailing employee
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contribution rates then in effect and as adjusted in the ordinary course of business from time-to-
time.
(iii) Employer shall not be required to continue to provide health benefits after
the date of separation if the Employee becomes eligible to receive comparable health benefits
from any subsequent employer, and Employee shall have an affirmative duty to promptly notify
Employer of his or her employment and eligibility for health benefits during the period of time
Employee would otherwise be eligible for health benefits pursuant to the Termination Benefits
provided hereunder.
(C) Employee shall have the right to terminate Employee's employment Without
Cause upon ten (10) days' advance written notice to Employer. Upon Employee providing such
notice, Employer may elect to pay Employee an amount equal to the salary that Employee would
have received during the ten (10) day notice period. Upon any termination Without Cause by
Employee, Employer shall have no further liability or obligations whatsoever to Employee
hereunder, except that Employee shall be entitled to receive all salary and vested benefits, as
applicable, through and including the date of termination. In the event that Employee exercises
his right to terminate his employment Without Cause in accordance with this subparagraph
10(C), Employee shall nevertheless be bound, to the fullest extent permitted, by any post-
employment obligations and responsibilities, including but not limited to those enumerated in
Paragraph 8, imposed by and through this Agreement.
(D) This Agreement may be terminated by Employee at any time during the Specified
Term hereof for Good Reason. Upon a termination by Employee for Good Reason, Employer
shall provide Employee with the Termination Benefits set forth in Paragraph 10(B). "Good
Reason" shall be defined as follows: without Employee's written consent, (i) the material
diminution of Employee's duties or responsibilities as the Chief Executive Officer; (ii) a change
in Executive's title or reporting relationship to the Board; (iii) a reduction in Employee's base
salary; (iv) the relocation of Employee's primary office by more than fifty (50) miles; or (v) a
material breach by Employer of this Agreement; provided, however, that Good Reason shall not
exist for Employer's material breach of this Agreement unless and until the following have
occurred: (x) Employee has provided Employer with written notice that specifies in reasonable
detail the provision of this Agreement that allegedly has been breached and the conduct of
Employer that has caused such alleged breach; (y) Employer has had thirty (30) calendar days
from receipt of the written notice to cure the alleged breach of this Agreement; and (z) Employer
has failed to cure such breach.
(E) In the event of the Non-Renewal of this Agreement (as defined in Paragraph 7),
Employer shall provide Employee with the Termination Benefits set forth in Paragraph 10(B).
(F) No termination of this Agreement shall extinguish such rights as Employee may
have under applicable law or Employer's incorporation documents or bylaws to be indemnified
in his capacity as an officer of Employer.
II. Change in Control Event. In the event Employee's employment is terminated within 365
days after a Change in Control Event for any reason other than (A) by Employer for Cause or (B)
by Employee without Good Reason, Employer shall provide Employee with (i) a lump sum
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payment equal to 100% of the severance compensation Employee would have been entitled to
had Employee been terminated by Employer Without Cause as set forth in Paragraph 10(B) (i) of
this Agreement; and (ii) continued health benefits for the duration Employee would have been
entitled to such benefits had Employee been terminated by Employer Without Cause as set forth
in Paragraph 10(B)(ii) of this Agreement. For purposes of this Agreement, a "Change in Control
Event" means (x) the sale of all or substantially all the assets of Employer or, as applicable, the
assets associated with the Aqueduct, Belmont and Saratoga Springs racetracks (the "NYRA
Racetracks"); or (y) the sale or transfer of more than 50% of the voting shares of Employer or, as
applicable, such amount of the voting shares of the entity that owns or operates the NYRA
Racetracks, to one or more parties who do not own such shares as of June 18, 2013.
12. Disputed Claim/Arbitration. Any dispute concerning, arising out of, or related to any of
the provisions of this Agreement shall be resolved by arbitration administered by the American
Arbitration Association under its National Rules for the Resolution of Employment Disputes.
Any arbitration under this paragraph shall take place in New York State. Nothing herein shall
preclude or prohibit Employer or Employee from invoking any of the provisions of Paragraph
10, or of either party seeking or obtaining injunctive or other equitable relief. In the event of a
purported termination of Employee by Employer pursuant to Paragraph 10(A) which is disputed
by Employee pursuant to Paragraph 10(C), if Employee prevails in the arbitration, Employee
shall not be entitled to reinstatement, but shall be entitled to the Termination Benefits.
13. Severability. If any provision hereof is deemed unenforceable, illegal, or invalid for any
reason whatsoever by a court of competent jurisdiction, such fact shall not affect the remaining
provisions hereof, however, any such ruling shall not affect Employer's right to seek damages or
such additional relief as may be allowed by law in respect to any breach by Employee of the
remaining enforceable provisions of this Agreement.
14. Attorneys' Fees. In the event that suit is brought to enforce or to recover damages
suffered as a result of breach of this Agreement, or there is an arbitration pursuant to Paragraph
12, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs of suit.
15. No Waiver of Breach or Remedies. No failure or delay on the part of Employer or
Employee in exercising any right, power or remedy hereunder shall operate as a waiver thereof
nor shall any single or partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy hereunder. The
remedies herein provided are cumulative and not exclusive of any remedies provided by law.
16. Amendment or Modification. No amendment, modification, termination or waiver of any
provision of this Agreement shall be effective unless the same shall be in writing and signed by
the Employer's President and Employee, nor consent to any departure by the Employee from any
of the terms of this Agreement shall be effective unless the same is signed by the Employer's
President. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
17. Governing Law. The laws of the State of New York shall govern the validity,
construction and interpretation of this Agreement, and except for Disputed Claims, the courts of
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the State of New York shall have exclusive jurisdiction over any claim with respect to this
Agreement.
18. Number and Gender. Where the context of this Agreement requires the singular shall
mean the plural and vice versa and references to males shall apply equally to females and vice
versa.
19. Headings. The headings in this Agreement have been included solely for convenience of
reference and shall not be considered in the interpretation or construction of this Agreement.
20. Assignment. This Agreement is personal to Employee and may not be assigned.
21. Successors and Assigns. This Agreement shall be binding upon the successors and
assigns of Employer.
22. Prior Agreements. This Agreement shall supersede and replace any and all other
employment agreements, offers or discussions, whether oral or written, which may have been
made or entered into by and between the parties.
IN WITNESS WHEREOF, Employer and Employee have entered into this Agreement in
Elmont, New York on June 18, 2013.
EMPLOYER - THE NEW YORK RACING

Christopher Kay David
Chairman of the Board
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EXHIBIT "An
Trade secret means information, including a fannula, pattern, compilation, program,
device, method, technique or process, that derives economic value, prescnt or potential, from not
being generally known to, and not being readily ascertainable by proper means by, other persons
who can obtain any economic value from its disclosure or usc.
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