Exhibit 10.5
Amendment ("this Amendment")
to Deferred Compensation Agreement
dated October 1, 1986,
between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Executive") and
▇▇▇▇▇▇'▇ Operating Company, Inc., successor
to ▇▇▇▇▇▇'▇ Club ("Company")
as amended January 1, 1987 and December 13, 1993
("Deferred Compensation Agreement")
In consideration of the mutual covenants herein, it is agreed as follows:
1. Paragraph (7) of the Deferred Compensation Agreement dated October 1,
1986 is amended to add the following language at the end of that paragraph:
"Notwithstanding the above, the entire balance of the Executive's deferred
compensation account under this agreement including accrued interest
("Account Balance") may be transferred to the ▇▇▇▇▇▇'▇ Entertainment, Inc.
Executive Supplemental Savings Plan (the "ESSP")."
2. Executive and the Company hereby agree that the Account Balance will be
transferred to the ESSP effective May 1, 2001 ("Transfer"). Upon such Transfer,
Executive's rights regarding the Account Balance will be governed solely by the
ESSP, and Executive and his beneficiaries will have no further rights under the
Deferred Compensation Agreement, which shall be deemed automatically terminated
upon such Transfer to the ESSP."
IN WITNESS WHEREOF, Executive and Company have executed this Amendment as
of the 9th day of May, 2001.
Executive: Company:
▇▇▇▇▇▇'▇ Operating Company,
Inc. (successor to ▇▇▇▇▇▇'▇ Club)
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------- By: /s/ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ----------------------------
Title: Vice President- Compensation
and Benefits
