Exhibit 10.19
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT (the
“Agreement”) is made and entered into by and between
Isle of Capri Casinos, Inc., a Delaware corporation (the
“Company”), and (“Employee”),
and is intended to be effective as of the date set forth
below.
1.
Employment and
Term:
1.1
Position.
The Company and/or an
affiliated employer of the Company shall employ and retain Employee
as its or in such other capacity or capacities as may
be mutually agreed upon from time to time, and Employee agrees to
be so employed, subject to the terms and conditions set forth
herein. Employee’s duties and responsibilities shall be
those assigned to him or her by
to whom Employee shall report. Employee agrees to discharge
such duties in a reasonable and customary manner.
1.2
Affiliated
Employer. Employee acknowledges that he or she may
perform services for the benefit of or be employed by an affiliate
of the Company. Employee agrees that any reference to the
Company herein shall be deemed to include any such affiliate and
that, to the maximum extent permitted by law, the protections
described in Section 5 hereof shall be deemed to apply to the
Company, any such affiliate and any other affiliate of the
Company.
1.3
Full
Time and Attention. Employee agrees that he or she will devote his
or her full time and attention to the performance of his or her
duties hereunder. Employee will not, without the prior
written consent of the Company be engaged, whether or not during
normal business hours, in any other business or professional
activity, whether or not such activity is pursued for gain, profit
or other pecuniary advantage.
1.4
Term.
Employee’s
employment shall commence as of
(the “Effective Date”) and shall continue for a series
of successive one-year terms, unless earlier terminated as provided
in Sections 3 or 4 hereof (the period during which Employee is
employed hereunder referred to as the “Employment
Term”).
2.
Compensation and
Benefits:
As of the
Effective Date, the Company shall pay to Employee the annual base
compensation set forth on Exhibit A hereto (Employee’s
“Base Compensation”) and such other bonus, equity
incentive, fringe and employee benefits, as may be set forth on
such exhibit, the terms of which are incorporated herein by this
reference. Such benefits and amounts may be adjusted, from time to
time, on Exhibit A hereto or may be evidenced by a separate
plan, policy or program sponsored by the Company or in the form of
an agreement by and between the Company and Employee.
3.
Termination and
Nonrenewal:
3.1
Special
Definition. As used herein, the term “Basic
Severance” shall mean the aggregate of the following amounts
and benefits:
a.
The continuation of
Employee’s annualized Base Compensation in effect as of the
date on which his or her employment ceases (Employee’s
“Termination Date”), which amount shall be divided and
paid in equal installments during the
12-month period
following such date, in accordance with the Company’s regular
pay date practices;
b.
The bonus due under the
Company’s Annual Incentive Plan or a successor thereto with
respect to the Company’s most recently completed fiscal year,
if any, to the extent that such bonus has not yet been paid as of
Employee’s Termination Date, which amount shall be paid on
the payment date generally applicable to such bonus; and
c.
A monthly amount equal to
the Company’s portion of Employee’s premium or similar
contribution required under the Company’s group medical plan
as an active employee, such amount to be (i) based upon
Employee’s level of enrollment in such plan as of his or her
Termination Date, (ii) paid during the 12-month period
following Employee’s Termination Date or until
Employee’s coverage ceases in accordance with
Section 4980B of the Internal Revenue Code of 1986, as amended
(the “Code”), if earlier, and (iii) contingent
upon Employee’s timely election to continue his or her
coverage under the Company’s group medical plan in accordance
with Code Section 4980B.
3.2
Termination on Account of
Death or Disability. If Employee dies or becomes Disabled during the
Employment Term, this Agreement and Employee’s employment
hereunder shall terminate. In such event, the Company
shall pay or provide to Employee (or to his or her estate)
(a) the amount of any accrued but unpaid Base Compensation,
(b) Basic Severance, and (c) any other amount or benefit
to which Employee may be entitled under a separate plan, policy or
program maintained by the Company. Employee shall be deemed
“Disabled” hereunder if he or she is (a) unable to
engage in any substantial gainful activity due to a
medically-determinable physical or mental impairment that can be
expected to result in death or to last for a continuous period of
at least 12 months, or (b) receiving benefits under the
Company’s separate long-term disability plan for a period of
at least three months as a result of a medically-determinable
physical or mental impairment. The Company shall certify whether
Employee is Disabled as defined herein.
3.3
Termination on Account of
Employee’s Voluntary Resignation.
Employee may terminate
this Agreement and his or her employment hereunder, upon 30 days
prior written notice to the Company or such shorter period as may
be agreed upon by the parties hereto. In such event, the
Company shall pay to Employee the amount of his or her accrued but
unpaid Base Compensation. No additional payments or benefits shall
be due hereunder, except as may be required under a separate plan,
policy or program maintained by the Company or as may be required
by law to be provided.
If Employee
voluntarily terminates this Agreement and his or her employment
hereunder on or after the date on which he or she attains age 65
and completes three years of service with the Company, then
notwithstanding any provision of any plan, policy, contract or
arrangement to the contrary, he or she shall receive the following
amounts and benefits, in addition to any amount or benefit payable
under a separate plan, policy or program maintained by the
Company:
a.
Any stock options then
outstanding shall be fully vested and be and remain exercisable
during the one-year period following such termination or such
longer period expressly provided under the terms of
Employee’s individual grant or award;
b.
The amount of any bonus
due under the Company’s Annual Incentive Plan or a successor
thereto with respect to the Company’s most recently completed
fiscal year, if any, to the extent that such bonus has not yet been
paid as of such date, which amount shall be paid in the form of a
single-sum on the payment date generally applicable to such
bonus;
c.
A monthly amount equal to
the Company’s portion of Employee’s premium or similar
contribution under the Company’s group medical plan, such
amount to be (i) based upon Employee’s level of
enrollment in the Company’s group medical plan as of his or
her Termination Date, (ii) paid during the 12-month period
following Employee’s Termination Date or until the date on
which Employee’s continuation coverage ceases in accordance
with Code Section 4980B, if earlier, and (iii) contingent
upon Employee’s timely election to continue his or her
coverage under the Company’s group medical plan in accordance
with Code Section 4980B; and
d.
An amount equal to
Employee’s average bonus paid under the Company’s
Annual Incentive Plan or a successor thereto during the
Company’s three most recently completed fiscal years,
determined net of any deferral under the Deferred Bonus Plan,
multiplied by a fraction (i) the numerator of which is the
number of days of Employee’s service during the fiscal year
in which Employee’s Termination Date occurs, and
(ii) the denominator of which is 365.
3.4
Termination by the Company
Without Cause. The Company may terminate this Agreement and
Employee’s employment hereunder at any time, without Cause
(as defined below), with not less than 30 days prior written notice
to Employee, unless a shorter period is agreed upon by the parties
hereto. In such event, the Company shall pay to Employee his
or her accrued but unpaid Base Compensation, provide any benefits
otherwise required by law to be provided, and pay any amount or
benefit otherwise required under a separate plan, policy or program
maintained by the Company. In the event that Employee timely
executes a general release in form and substance reasonably
satisfactory to the Company, the Company shall further provide to
Employee Basic Severance.
3.5
Company’s Termination
for Cause. The Company may terminate this Agreement
and Employee’s employment hereunder at any time for
Cause. In such event, the Company shall pay to Employee the
amount of his or her accrued but unpaid Base Compensation. No
additional payments or benefits shall be due hereunder, except as
may be required under a separate plan, policy or program maintained
by the Company or as may be required by law to be provided.
For purposes of this Agreement, the term “Cause” shall
mean that Employee has:
a.
Committed an intentional
act of fraud, embezzlement or theft in the course of his or her
employment or otherwise engaged in any intentional misconduct which
is materially injurious to the Company’s financial condition
or business reputation;
b.
Committed intentional
damage to the property of the Company or committed intentional
wrongful disclosure of Confidential Information (as defined below)
which is materially injurious to the Company’s financial
condition or business reputation;
c.
Been indicted for the
commission of a felony or a crime involving moral
turpitude;
d.
Willfully and
substantially refused to perform the essential duties of his or her
position, which has not been cured within 30 days following written
notice by the Company;
e.
Committed a material
breach of this Agreement, which has not been cured within 30 days
following receipt of written notice of the breach from the
Company;
f.
Intentionally, recklessly
or negligently violated any material provision of the
Sarbanes-Oxley Act of 2002 or any of the rules adopted by the
Securities and Exchange Commission implementing any such provision;
or
g.
Committed a material
breach of the Company’s Code of Ethics.
No act or failure to
act on the part of Employee will be deemed
“intentional” if it was due primarily to an error in
judgment or negligence, but will be deemed
“intentional” only if done or omitted to be done by
Employee not in good faith and without reasonable belief that his
or her action or omission was in the best interest of the
Company. In connection with any termination for Cause
hereunder, the Company shall provide to Employee written notice of
the event or actions deemed to constitute such Cause.
4.
Change
of Control:
4.1
Special
Definitions. As used herein, the term “Change of
Control” shall have the meaning ascribed to it in the
Company’s 2000 Long-Term Stock Incentive Plan, as the same
may be amended, restated or otherwise replaced from time to
time.
The
term “Good Reason” shall mean that Employee has
terminated his or her employment with the Company on account
of:
a.
A material diminution in
Employee’s duties and responsibilities;
b.
A material diminution in
Employee’s Base Compensation; or
c.
A material relocation of
the principal place at which Employee performs services hereunder,
but in no event less than 25 miles from the then principal place at
which Employee performs such services.
No event shall
constitute “Good Reason” hereunder unless Employee
provides written notice thereof to the Company not more than 90
days after the occurrence of such reason, the Company is afforded
not less than a 30-day cure period following receipt of such
notice, and Employee terminates his or her employment hereunder
promptly following the end of such cure period.
4.2
Termination of Employment in
Connection with Change of Control. If the Company terminates
Employee’s employment hereunder, other than on account of
Cause, or Employee terminates his or her employment hereunder on
account of Good Reason, either occurring within the 12-month period
following the occurrence of a Change of Control, then in lieu of
any benefit provided in Section 3 hereof, the Company shall
pay or provide to or for the benefit of Employee:
a.
An amount equal to 200% of
his or her a
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