AMENDMENT TO EMPLOYMENT AGREEMENT
DATED FEBRUARY 3, 2005
This Amendment to Employment Agreement ("EA") is amending the Employment
Agreement that was entered into and signed on February 18, 2003 by and between
Century Casinos, Inc., a Delaware corporation and Xx. Xxxxx Haitzmann
("Employee"), an Austrian citizen, as follows:
A) The first paragraph of the EA is amended to reflect that the Austrian
subsidiary of Century Casinos, Inc., namely Century Management und
Beteiligungs GmbH, is the new contract partner of Employee. The
amended paragraph reads as follows:
"THIS EMPLOYMENT AGREEMENT is made effective for all purposes and in
all respects as of the 1st day of January, 2005, by and between
CENTURY MANAGEMENT UND BETEILIGUNGS GMBH, registered with the
Commercial Register of the Commercial Court of Vienna under FN 30856 b
and its business address at Schoenbrunnerstrasse 000 - 000, X-0000
Xxxxxx, Xxxxxxx, an Austrian corporation (hereinafter referred to as
the "Employer" or the "Company"), Century Casinos, Inc., a Delaware,
USA corporation, (hereinafter referred to as "Century") and XX. XXXXX
HAITZMANN (hereinafter referred to as the "Employee")."
B) The first two "whereas" paragraphs are amended with two text additions
(which are printed in bold) to read as follows:
"WHEREAS, Employee is presently employed, and has since 1993 been
employed by Century and has since September 30, 1999 been employed by
the Company; and
WHEREAS, the Employee's performance of his duties of the Company
has been and continues to be critical to the success of the Company
and of Century; and"
C) Section 1 is amended to reflect a new term and reads as follows:
"1. Term of Agreement.
The term of this Agreement shall commence on the 1st day of
January, 2005, and shall continue until December 31, 2009, and shall
be automatically renewed for additional, successive periods of five
(5) years each thereafter, unless sooner terminated in accordance with
the provisions of Paragraph 5."
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D) Section 3.1., which addresses Employee's compensation has been amended
to read as follows:
"3.1 Salary. As compensation for the services rendered by Employee for
the Company pursuant to this Agreement, Employee shall be paid not
less than the following base annual salary, on a monthly basis,
fourteen times per year, with the 13th and 14th salary to be paid
together with the monthly salaries for May and November, during the
term hereof: (euro) 70,000 (Euro seventy thousand), plus annual
increases and bonuses, and such other incentives, benefits, insurance
policies and compensation as may have been and may be awarded to him
from time to time by the Compensation Committee of the Board of
Directors of the Company."
E) The first sentence of Section 3.2 "Employees' Equity Incentive Plan"
has been amended to read as follows:
"Employee shall be a participant in Century's Employees' Equity
Incentive Plan, as it may be approved by the shareholders of Century
and amended from time to time by the Incentive Plan Committee of
Century;"
F) Section 4.1. "Reimbursement" has been amended with two text additions
(which are printed in bold) to read as follows:
"The Company or Century shall continue to either provide Employee
with, or shall reimburse Employee for, all Reasonable Expenses
incurred by him in connection with the performance of his duties as an
executive for the Company, in substantially at least the same form and
fashion as it has been done by the Company and Century during the past
twelve (12) months preceding the date of this Agreement."
G) The following new Section 4.2 has been added:
"4.2 Employee shall continue to be entitled to use at his disposal a
car for business and private purposes. In case of a replacement of the
existing vehicle, the leasing costs shall be roughly the same as they
are for the car presently leased by the Company, plus adjustments for
changes in consumer price index, if any, since the last lease contract
has been entered into."
H) Old Section 4.2 becomes new Section 4.3 in the amended Agreement.
I) Section 5.1 (b) and (c) have been amended to read as follows:
"(b) Termination by Company. In the event of such termination "without
cause" by the Company, Employee shall be continued at the same salary
(including bonuses, if any) for a period of three (3) years (and three
years
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only) from the date on which the Employee receives written notice of
termination, irrespective of the term that lies between the date of
termination and the date that this Agreement ends according to Section
1 above. Such compensation shall be paid to the Employee in equal,
successive monthly payments, beginning on the 1st day of the month
immediately following the date on which the Employee receives written
notice of termination.
Employee shall continue to make himself available to, and shall
cooperate with the Company, as may be reasonably required to assist
the Company during a six-month transition period.
(c) In the event Employee's employment hereunder is terminated by the
Company "without cause", the provisions of Sections 5.1(b), 5.3(b)(1),
(3) and (4) shall apply."
J) Section 7. Burden and Benefit has been amended with one text addition
(which is printed in bold) to read as follows:
"Unless the express provisions of a particular section of this
Agreement state otherwise, or performance thereunder would be
impossible, this Agreement shall be binding upon, and shall inure to
the benefit of, Employer and Employee, and their respective heirs,
personal and legal representatives, successors, and assigns. It shall
also be expressly binding upon and inure to the benefit of any person
or entity assuming Century or the Company, by merger, consolidation,
purchase of assets or stock, or otherwise. The interests of the
Employee hereunder are not subject to the claims of his creditors, and
may not be voluntarily or involuntarily assigned, alienated or
encumbered; provided, that Employee may assign all or any part of his
rights, duties and obligations hereunder to any entity (e.g., a
partnership or management company) so long as the services to be
performed hereunder are personally performed by him."
K) In Section 10. Notice, the address of the Employer has been amended to
read as follows:
"Employer: Century Management und Beteiligungs GmbH
x/x Xxxxxxx & Xxxxxxx
Xxxxxxxxxxxxxxxxxxxx 000 - 000
X-0000 Xxxx
Xxxxxxx /Europe".
L) Section 11.2 has been amended with one text addition (which is printed
in bold) to read as follows:
"11.2 The Compensation Committee of Century shall have absolute
authority to amend, interpret and administer this Agreement, in good
faith, and in the best
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interests of both the Company and Employee, and may make such
adjustments or amendments hereto as may be reasonably required, if the
rights of the Employee are not adversely affected thereby."
M) The following new Section 14. has been added:
"14. Century as Guarantor
Century guarantees all obligations of Employer under this Employment
Agreement."
IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement as
of the day and year first above written.
EMPLOYER - CENTURY MANAGEMENT UND
BETEILIGUNGS GMBH:
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------------------
Mag. Xxxxx Xxxxxxxxxx, Geschaeftsfuehrer
EMPLOYEE:
By: /s/ Xxxxx Haitzmann
----------------------------------------
Xx. Xxxxx Haitzmann
FOR CENTURY CASINOS, INC. AND
COMPENSATION COMMITTEE:
By: /s/ Xxxxxxxxx Xxxxxxxxxx
----------------------------------------
Mag. Xxxxxxxxx Xxxxxxxxxx, Director and
Member of Compensation Committee
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Xx. Xxxxx Xxxxxxx, Director and Member
of Compensation Committee
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