Exhibit 10.3
ISLE OF CAPRI CASINOS, INC.
EMPLOYMENT AGREEMENT
Compliance Addendum - Code
Section 409A
Executive (“Executive”):
Dale R. Black
Effective Date of Employment
Agreement: December 17, 2007
Effective Date of This Addendum:
January 1, 2009
Isle of Capri Casinos, Inc., a
corporation organized and existing under the laws of the State of
Delaware (the “Company”), previously entered into an
Employment Agreement with Executive dated the date set forth above
(the “Agreement”), providing for, among other things,
the payment or provision of certain amounts and benefits now
subject to Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”). This Addendum is
intended to comply with the provisions of Code Section 409A
and the final regulations promulgated thereunder and is to be
interpreted and construed in a manner consistent with such
intent. To the extent the provisions of this Addendum are
inconsistent with the provisions of the Agreement, the terms of
this Addendum shall govern.
1.
Definitions.
Capitalized terms used in this
Addendum shall have the meanings ascribed to them in the Agreement,
except:
a.
For all purposes under the
Agreement, the term “Disability” or
“Disabled” shall mean that Executive by reason of a
medically determinable physical or mental impairment that can be
expected to result in death or last for a continuous period of not
less than 12 months (i) has been receiving income replacement
benefits for a period of not less than three months under a
separate long-term disability plan or policy maintained by the
Company or an affiliate thereof, or (ii) is unable to engage
in any substantial gainful employment.
b.
For all purposes under the
Agreement, the term “Termination of Employment” or
words of similar import shall mean the later of the date on which
(i) Executive’s employment with the Company and its
affiliates ceases, or (ii) the Company and Executive
reasonably anticipate that Executive will perform no further
services for the Company and its affiliates, whether as a common
law employee or independent contractor. Notwithstanding the
foregoing, Executive may be deemed to incur a Termination of
Employment if he continues to provide services to the Company or an
affiliate, whether as an employee or an independent contractor,
provided such services are not more than 20% of the average level
of services performed by such Executive during the immediately
preceding 36-month period.
c.
The status of Executive as a
“Specified Employee” shall be determined in accordance
with the provisions of Code Section 409A and shall mean that
as of his Separation Date, Executive is a “key
employee” of the Company or an affiliate within the meaning
of Code Section 416(i), (ii), or (iii), but determined without
regard to paragraph (i)(5) thereof
