SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
OF
XXXXXX XXXXXXXX
This SECOND AMENDMENT ("SECOND AMENDMENT"), dated as of July 1, 2002,
is made a part of that certain EMPLOYMENT AGREEMENT ("AGREEMENT"), dated July 1,
1998, and the Amendment thereto, dated October 1, 2000 (the "FIRST AMENDMENT"),
by and between RIVIERA HOLDINGS CORPORATION ("RHC"), and its wholly-owned
subsidiary, RIVIERA OPERATING CORPORATION ("ROC") (collectively the "COMPANY"),
and XXXXXX XXXXXXXX ("EXECUTIVE").
The parties hereto agree to amend the AGREEMENT and the FIRST AMENDMENT
thereto as follows:
1. If during the Term of the Agreement, or any extension thereof,
XXXXXXX X. XXXXXXXXX is no longer Chief Executive Officer of
the Company due to any reason whatsoever, or any shareholder
other than XXXXXXX X. XXXXXXXXX, SUN AMERICA LIFE INSURANCE
COMPANY or the RIVIERA EMPLOYEE STOCK OWNERSHIP PLAN acquires
ten percent (10%) or more of RHC common stock, all
restrictions imposed upon EXECUTIVE's Restricted Stock awarded
pursuant to the AGREEMENT and FIRST AMENDMENT shall
immediately be released and such Restricted Stock shall
thereby immediately convert to common stock with no
restrictions whatsoever.
2. In the event there is a conflict between the terms of this
SECOND AMENDMENT and the AGREEMENT and/or the FIRST AMENDMENT,
the terms of this SECOND AMENDMENT shall control.
3. Except as changed by this SECOND AMENDMENT, all other terms
and conditions of the AGREEMENT and FIRST AMENDMENT shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have agreed to this SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT as of the day and year first written above.
COMPANY: EXECUTIVE:
RIVIERA HOLDINGS CORPORATION XXXXXX XXXXXXXX
and its wholly-owned subsidiary
RIVIERA OPERATION CORPORATION
By:______________________________ __________________________
XXXXXXX X. XXXXXXXXX XXXXXX XXXXXXXX
Chief Executive Officer