EXHIBIT 10.2
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this "Amendment") is made
and entered into as of the 15th day of August 2002 by and between AMERISTAR
CASINOS, INC., a Nevada corporation (the "Employer"), and XXXXXX X. XXXXXXXXXX
(the "Employee") for the purpose of amending that certain Employment Agreement
dated November 15, 1993 between the parties, as amended by that certain
Amendment No. 1 to Employment Agreement dated October 5, 2001 between the
parties (the "Agreement"). Unless otherwise required by the context, capitalized
terms used herein without definition have the same meaning as used in the
Agreement. This Amendment has been authorized and approved by the Board of
Directors of the Employer and the Compensation Committee of the Board of
Directors of the Employer.
1. AMENDMENT OF SECTION 5.5(b) OF THE AGREEMENT. Section 5.5(b) of the
Agreement is hereby amended by deleting clauses (3) and (4) thereof in their
entirety and replacing them with the following:
"(3) the Employer shall pay to the Employee a pro rata portion of his
bonus for the 2002 calendar year, using an assumed bonus amount for the
entire 2002 calendar year of $125,000 on which to base the pro rated
bonus amount; provided, however, that this clause (3) shall not apply in
the event that Employee terminates his employment pursuant to clause (e)
of Section 5.3;
(4) notwithstanding any contrary provisions of any stock option
agreements between the Employer and the Employee:
(A) such options shall terminate upon the later of one year after
the termination date of Employee's employment with the Employer and
90 days after the termination of any other qualifying relationship
between the parties (e.g., a consulting relationship) unless the
Employee has resumed or initiated a qualifying relationship and has
such a qualifying relationship on such date. During such period, the
Employee may exercise such options provided that any such option has
not expired in accordance with its terms or has otherwise terminated
as provided in the applicable stock option agreement;
(B) all unvested options granted to the Employee prior to 2000
shall be deemed fully vested as of July 31, 2002; and
(C) the vesting of the option exercisable for 20,000 shares
granted on October 16, 2000 by the Employer to the Employee shall be
accelerated with respect to 7,200 of such shares, and such option
shall be deemed fully vested with respect to such 7,200 shares on
July 31, 2002 (in addition to the vesting of such option with respect
to 4,000 shares on October 16, 2001, as provided in the applicable
stock option agreement); and".
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2. ACKNOWLEDGMENT BY THE EMPLOYEE. The Employee represents and
acknowledges the following:
(a) he has carefully read the Agreement and this Amendment in their
entirety;
(b) he understands the terms and conditions contained therein and
herein;
(c) he has had the opportunity to review this Amendment with legal
counsel of his own choosing, and has done so or has knowingly chosen not
to do so, and has not relied on any statements made by the Employer or
its legal counsel as to the meaning of any term or condition contained
in the Agreement and this Amendment or in deciding whether to enter into
this Amendment; and
(d) he is entering into this Amendment knowingly and voluntarily.
3. AGREEMENT REMAINS IN FULL FORCE AND EFFECT. Except as modified
hereby, the Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
EMPLOYER:
AMERISTAR CASINOS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Executive Vice President
EMPLOYEE:
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
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