THIRD AMENDMENT
TO EMPLOYMENT AGREEMENT
BETWEEN
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AND
RIVIERA HOLDINGS CORPORATION AND
RIVIERA OPERATING CORPORATION
This THIRD AMENDMENT dated as of March 4, 2008, to the Employment
Agreement by and among RIVIERA HOLDINGS CORPORATION ("RHC"), and its
wholly-owned subsidiary, RIVIERA OPERATING CORPORATION ("ROC") (collectively the
"Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("Executive").
WHEREAS, the Parties entered into an Employment Agreement dated as of
November 21, 1996 (the "Agreement"), and said Agreement is currently in effect;
WHEREAS, on December 6, 2000, the Parties amended the Agreement by way
of a First Amendment to Employment Agreement ("First Amendment");
WHEREAS, on July 15, 2003, the Parties again amended the Agreement by
way of a Second Amendment to Employment Agreement ("Second Amendment");
WHEREAS, the Company and Executive desire that the terms of the
Agreement and amendments thereto be further amended; and
WHEREAS, this Third Amendment to Employment Agreement ("Third
Amendment"), has been approved by the Company's Board of Directors and
Compensation Committee.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, the parties hereto agree as follows:
1. Paragraph 5 of the Agreement, as amended by the Second Amendment, shall be
changed as follows:
5. Incentive Bonus.
(a) Effective January 1, 2008, Executive is eligible
to participate in the Company's Incentive
Compensation Plan (the "Plan"). The Plan provides for
an annual target that is established by the Company's
Compensation Committee and approved by the Company's
full Board of Directors in or around each November of
the year preceding the applicable year. Incentive
Bonuses are paid prior to March 15 of the year
following the year in which the Incentive Bonus is
earned. The Plan also provides for awards of
discretionary bonuses.
(b) Executive shall be paid a discretionary bonus in
the amount of $300,000 prior to March 15, 2008, for
his contribution to the Company's excellent
performance in 2007.
2. Except as amended by this Third Amendment, the terms and
conditions of the Agreement, the First Amendment and Second
Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Third Amendment
as of the day and year first written above.
RIVIERA HOLDINGS CORPORATION RIVIERA OPERATING CORPORATION
By: _____________________________ By: _____________________________
▇▇▇▇ ▇▇▇▇▇▇▇, Treasurer ▇▇▇▇ ▇▇▇▇▇▇▇, Treasurer
EXECUTIVE
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