Exhibit 10.9
SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT
This SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT (this “Amendment”), dated as of the 15
th day of October, 2008, by and between MTR
Gaming Group, Inc., a Delaware corporation having its
principal office at State Route 2 South, Chester, West Virginia
26034, together with all of its subsidiaries whether now existing
or hereafter formed or acquired (collectively, the
“Company”), and Edson R. Arneault, One Riverside Drive,
New Cumberland, West Virginia (the
“Executive”).
WHEREAS, the Executive is employed
by the Company in the capacity of President and Chief Executive
Officer pursuant to an Employment Agreement between the Company and
the Executive dated as of October 18, 2006, as amended by that
certain First Amendment to Employment Agreement dated as of
August 28, 2008 (collectively, the “Employment
Agreement”);
WHEREAS, the Executive and the
Company are also parties to a Deferred Compensation Agreement dated
as of January 1, 1999, as amended (the “Deferred
Compensation Agreement”);
WHEREAS, the Employment Agreement
provides that the Period of Employment is scheduled to expire on
December 31, 2008 and the Executive has indicated that he does
not wish to continue employment after that date;
WHEREAS, the Company has identified
a replacement for the Executive and would like to engage said
replacement prior to December 31, 2008;
WHEREAS, the Executive is willing to
accommodate the Company’s plans by terminating the Period of
Employment on October 31, 2008 (the “Termination
Date”);
WHEREAS, the Employment Agreement
provides for the payment by the Company to the Executive of an
Annual Bonus and also provides that the Executive shall have the
right to purchase from the Company the real and personal property
described therein; and
WHEREAS, the Company and the
Executive have agreed that, (i) in consideration for the
Executive’s agreement to early termination of his employment
and (ii) in lieu of any and all payments that would otherwise
become due and payable to the Executive from and after the date
hereof under the Employment Agreement (except as expressly set
forth herein), the Company will convey to the Executive the real
and personal property and make the payments described
herein.
Now, therefore, the parties, in
reliance upon the mutual promises and covenants herein contained,
do hereby agree as follows:
1.
Recitals
. The
recitals as set forth above are hereby incorporated herein by
reference as though more fully set forth. Except as otherwise
defined herein, capitalized terms shall have the meaning set forth
in the Employment Agreement.
