EXHIBIT 10.7
AMENDMENT OF EMPLOYMENT AGREEMENT
This AMENDMENT OF EMPLOYMENT AGREEMENT, entered this 26th day of
April, 2000.
WHEREAS, as of February 1, 1999, MTR Gaming Group, Inc., a Delaware
corporation having its principal office at Xxxxx Xxxxx 0 Xxxxx, Xxxxxxx, Xxxx
Xxxxxxxx 00000, together with all of its subsidiaries whether now existing or
hereafter formed or acquired (collectively, the "Company"), and Xxxxx X.
Xxxxxxxx, 0000 Xxxxxxxx Xxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxx 00000
("Executive") entered an employment agreement pursuant to which Executive is to
serve as president, chief executive officer and chairman of the Company for a
term ending January 31, 2004 (the "Employment Agreement"); and
WHEREAS, on December 27, 1999, the Company closed a credit facility
with Xxxxx Fargo Bank pursuant to a Credit Agreement dated as of December 20,
1999 for a term ending December 23, 2004; and
WHEREAS, Section 5.09(l) of the Credit Agreement requires the Company
to maintain throughout the term of the credit facility key man life insurance on
Executive in the amount of $8,000,000; and
WHEREAS, the Company wishes to extend the term of the Employment
Agreement with Executive in order to accommodate the requirements of the
Company's lender, and the Executive is willing to extend the Employment
Agreement pursuant to the terms hereof.
NOW THEREFORE, the parties, in reliance upon the mutual promises and
covenants herein contained, do hereby agree as follows:
1. In Paragraph 2 of the Employment Agreement, the date January 31, 2004
is hereby replaced with the date December 31, 2004.
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2. Paragraph 4(c) of the Employment Agreement, concerning performance
bonus, is hereby amended by adding the following to the end of the existing
Paragraph 4(c):
"Subject to the same terms, conditions and provisos set forth
in this Paragraph 4(c) above with respect to calendar years
1999 through 2003, for calendar year 2004, unless Executive's
employment shall have been terminated for Cause (as defined in
Section 5(d) hereof), Executive shall be entitled to a cash
payment equal to 1% of the gross operating revenue of the
Company to the extent such operating revenue exceeded the
operating revenue of the Company for the fiscal year ended
December 31, 1999 (I.E., $113,421,000)."
3. Paragraph 4 of the Employment Agreement is hereby further amended by
the addition of the following Paragraph 4(j):
"Notwithstanding any provision to the contrary contained
herein, to the extent Executive's total compensation for any
calendar year would otherwise exceed the amount the Company is
permitted to deduct as compensation expense for federal income
tax purposes (the "IRS Maximum"), Executive hereby agrees to
defer the time for payment of any amounts above the IRS
Maximum until January of the next calendar year in which
payment of such amount will not result in compensation
exceeding the IRS Maximum. In no event, however, shall this
Paragraph 4(j) result in or be construed as a waiver of the
right to such compensation."
4. Paragraph 5(g) of the Employment Agreement is hereby amended by
adding the following at the end thereof:
"To the extent the Company purchases residential real
property for the use of Executive and/or the Company in
Nevada or other jurisdictions in which the Company conducts
or is seeking to conduct gaming operations, then in the
event of such termination of the Period of Employment,
Executive shall have the right to purchase such property on
the same terms and conditions.
With respect to any purchases pursuant to this Paragraph 5(g),
the Executive shall have forty-five (45) days in which to
notify the Company of his intent to exercise such right, with
closing to occur within a reasonable time thereafter. Further,
Executive's rights hereunder shall not be transferable."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
MTR GAMING GROUP, INC.
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/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx
---------------------- -------------------
Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx, Assistant Secretary,
Chairman of the Compensation
Committee
/s/ Xxxxxx X. Xxxxx
--------------------
Xxxxxx X. Xxxxx, Assistant Secretary,
Member of the Compensation
Committee
/s/ Xxxxx X. Xxxxxxxx
----------------------
Xxxxx X. Xxxxxxxx, President and
Chief Executive Officer
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