PH06/159073.2
Exhibit 10.2
AMENDMENT
THIS AMENDMENT, dated as of August 31, 1998, is between
Players International, Inc. (together with its successors or
assigns, the "Company") and Xxxx Xxxxx ("Executive").
W I T N E S S E T H:
WHEREAS, the Company and Executive are parties to an
Agreement dated as of August 1, 1997 (the "Agreement"), and the
Company and Executive now wish to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable
consideration, the Company and Executive agree as follows:
1. Section 1(f) is amended in its entirety to read as
follows:
(f) "Change in Control" shall mean the occurrence
of any one of the following events:
(i) any Person (except the Xxxxxxx Group or
its Affiliates and Associates, Company management
as of the Effective Date and their Affiliates and
Associates or the Company or any employee benefit
plan of the Company or of any Affiliate, any
Person or entity organized, appointed or
established by the Company for or pursuant to the
terms of any such employee benefit plan), together
with all Affiliates and Associates of such Person,
shall become the Beneficial Owner in the aggregate
of 30% or more of the Voting Stock then
outstanding; provided, however, that no "Change in
Control" shall be deemed to occur during any
period in which any such Person, and its
Affiliates and Associates, are bound by the terms
of a standstill agreement under which such parties
have agreed not to acquire more than 30% of the
Voting Stock then outstanding or to solicit
proxies;
(ii) consummation by the Company of a
reorganization, merger or consolidation (a
"Business Combination"), in each case, with
respect to which all or substantially all of the
individuals and entities who were the respective
Beneficial Owners of the Voting Stock outstanding
immediately prior to such Business Combination do
not, following such Business Combination,
Beneficially Own, directly or indirectly, more
than 50% of the then outstanding shares of voting
stock of the corporation resulting from such
Business Combination in substantially the same
proportion as their ownership immediately prior to
such Business Combination of the outstanding
Voting Stock;
(iii) consummation of a complete
liquidation or dissolution of the Company;
(iv) sale or other disposition of all or
substantially all of the assets of the Company
other than to a corporation with respect to which,
following such sale or disposition, more than 50%
of the then outstanding shares of voting stock is
then owned beneficially, directly or indirectly,
by all or substantially all of the individuals and
entities who were the Beneficial Owners,
respectively, of the outstanding Voting Stock
immediately prior to such sale or disposition in
substantially the same proportion as their
ownership of the outstanding Voting Stock
immediately prior to such sale or disposition;
(v) individuals who, as of the beginning of
any twenty-four month period, constitute the Board
(the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board,
provided that any individual becoming a director
subsequent to the beginning of such period whose
election or nomination for election by the Company
stockholders was approved by a vote of at least a
majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board,
but excluding, for this purpose, any such
individual whose initial assumption of office is
in connection with an actual or threatened
election contest relating to the election of
members of the Board (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act); or
(vi) a "change of control" as defined in the
form of indenture governing any indebtedness of
the Company shall have occurred.
2. Section 2 is amended in its entirety to read as
follows:
2. Term of Agreement. This Agreement shall
commence on March 1, 1997 and shall continue in effect
through December 31, 1999; provided that if a Change in
Control of the Company occurs during the term of this
Agreement, this Agreement shall automatically continue
in effect for a period of twenty-four months beyond the
month in which such Change in Control occurs.
3. Section 4(a) is amended by adding a new subsection (vi)
to the end to read as follows:
(vi) The immediate vesting of all stock
options previously granted to Executive,
notwithstanding the terms of any such grant to the
contrary, with the ability to exercise any such
options for 12 months following the date of
termination but in no event after the expiration
of the option term.
4. In all respects not amended, the Agreement is hereby
ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first above written.
PLAYERS INTERNATIONAL, INC.
_______________________________
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
________________________________
Xxxx Xxxxx
