FOURTH AMENDMENT
TO
EMPLOYMENT AGREEMENT
OF
XXXXXX XXXXXXXX
This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT dated as of March 24,
2003 ("FOURTH AMENDMENT"), by and between RIVIERA HOLDINGS CORPORATION ("RHC"),
and its wholly-owned subsidiary, RIVIERA OPERATING CORPORATION ("ROC")
(collectively the "COMPANY"), and XXXXXX XXXXXXXX ("EXECUTIVE").
WHEREAS, the parties entered into an Employment Agreement on July 1,
1998 ("AGREEMENT");
WHEREAS, the parties amended the AGREEMENT by way of an AMENDMENT TO
EMPLOYMENT AGREEMENT dated October 1, 2000 ("AMENDMENT");
WHEREAS, the parties further amended the AGREEMENT by way of a SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT and THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
dated July 1, 2002, ("SECOND AMENDMENT"), dated March 3, 2003, ("THIRD
AMENDMENT"), respectively; and
WHEREAS, the parties desire to further amend its AGREEMENT and
amendments thereto by way of this FOURTH AMENDMENT.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, the parties hereto agree to amend the AGREEMENT and all amendments
thereto as follows:
1. Paragraph 4(b) of the AMENDMENT shall be amended in its entirety to read as
follows:
(b) Restricted Stock:
(i) Commencing April 1, 2003, and continuing for each quarter during the TERM of
AGREEMENT, EXECUTIVE shall receive in EXECUTIVE's sole discretion, either a cash
payment of $25,000 less applicable taxes, or $25,000 of RHC Restricted Stock
from treasury stock at the closing price on the first day of each quarter, or
next business day as applicable; and
(ii) Commencing April 1, 2003, EXECUTIVE shall receive in EXECUTIVE's sole
discretion, either cash or RHC Restricted Stock from treasury stock at the
closing price on March 15, of each applicable year, or next business day as
applicable, in an amount equal to the EXECUTIVE level incentive earned (e.g., at
one-hundred percent (100%), EXECUTIVE awarded an additional $100,000 in RHC
Restricted Stock at market price from treasury stock).
2. In the event there is a conflict between this FOURTH AMENDMENT and the
AGREEMENT or amendments thereto, the terms of this FOURTH AMENDMENT shall
control.
3. Except as changed by this FOURTH AMENDMENT, all other terms and conditions of
the AGREEMENT and all amendments thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have agreed to this FOURTH
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