DEFERRED COMPENSATION
AGREEMENT
(For Non US
Employees)
This Agreement
is made effective as of the ___ day of November, 2008, by and
between Century Casinos, Inc., a Delaware corporation, or any of
its subsidiaries (the “Company”), and
________________________________________________________ (the
“Participant”).
RECITALS
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Participant
provides services to the Company as
___________________________.
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Participant
agrees to defer a portion of the Participant’s compensation
from the Company in return for the immediate grant of stock options
from the Company and a lump sum payment by the Company of such
deferred compensation to the Participant at a later
date.
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NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as
follows:
1.
Deferred Compensation. Participant agrees to
defer $_____________ of Participant’s compensation from the
Company for each month beginning with November, 2008 through April,
2009, for a total deferral of $__________.
2.
Stock Options and Payment of Deferred Compensation
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As of the date
hereof, Company shall grant Participant options to purchase
_________ shares of the Company’s common stock (the
“Options”) pursuant to the Company’s 2005 Equity
Incentive Plan. The exercise price of the Options shall be the
closing price of the common stock on the NASDAQ Stock Market on the
date hereof. All Options shall vest on the last day of
the last month for which Participant deferred his/her compensation.
The other terms of the Options shall be as set forth in the
applicable stock option award agreement.
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On or before
June 30, 2009, the Company shall pay Participant any and all
amounts of compensation actually deferred by Participant during
calendar year 2008 pursuant to Section 1 above, plus interest
calculated at the rate of 7% (seven percent) per annum (the
“Deferred Compensation Benefit”).
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3.
Change in Control, Termination and Death.
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Notwithstanding
any provision of this Agreement to the contrary, if a Change in
Control of the Company occurs, the full amount of the Deferred
Compensation Benefit will be paid to the Participant in a lump sum
not later than ten business days following the date on which the
Change in Control occurs. For the purpose of this
Agreement, “Change in Control” shall be defined as in
the compensation (or employment) agreement between the Company and
Participant. If there is no such definition in the compensation (or
employment) agreement between the Company and Participant, "Change
of Control" shall be defined in accordance with §409A of the
Code and the other regulations and guidance issued in connection
with §409A.
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If Participant
is not employed by (or providing services to) the Company through
the entire deferral period set
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