Exhibit 10.6
NOTE: Execution of this Adoption
Agreement creates a legal liability of the Employer with
significant tax consequences to the Employer and Participants. The
Employer should obtain legal and tax advice from its professional
advisors before adopting the Plan. Principal Life Insurance Company
disclaims all liability for the legal and tax consequences which
result from the elections made by the Employer in this Adoption
Agreement.
Principal Life Insurance Company,
Raleigh, NC 27612
A member of the Principal
Financial Group®
THE EXECUTIVE NONQUALIFIED
“EXCESS” PLAN
ADOPTION AGREEMENT
THIS AGREEMENT is the adoption by
Isle of Capri Casinos, Inc. (the “Company”)
of the Executive Nonqualified Excess Plan
(“Plan”).
W I T N E S S E T
H:
WHEREAS, the Company desires to
adopt the Plan as an unfunded, nonqualified deferred compensation
plan; and
WHEREAS, the provisions of the Plan
are intended to comply with the requirements of Section 409A
of the Code and the regulations thereunder and shall apply to
amounts subject to section 409A; and
WHEREAS, the Company has been
advised by Principal Life Insurance Company to obtain legal and tax
advice from its professional advisors before adopting the
Plan,
NOW, THEREFORE, the Company hereby
adopts the Plan in accordance with the terms and conditions set
forth in this Adoption Agreement:
ARTICLE I
Terms used in this Adoption
Agreement shall have the same meaning as in the Plan, unless some
other meaning is expressly herein set forth. The Employer hereby
represents and warrants that the Plan has been adopted by the
Employer upon proper authorization and the Employer hereby elects
to adopt the Plan for the benefit of its Participants as referred
to in the Plan. By the execution of this Adoption Agreement, the
Employer hereby agrees to be bound by the terms of the
Plan.
ARTICLE II
The Employer hereby makes the following
designations or elections for the purpose of the Plan:
2.6
Committee:
The duties of the Committee set
forth in the Plan shall be satisfied by:
o
(a)
Company
o
(b)
The administrative committee
appointed by the Board to serve at the pleasure of the
Board.
o
(c)
Board.
x
(d)
Other (specify): The Compensation
Committee of the Board, which shall act as administrator of this
plan, subject to the delegation of duties by the committee to the
officers and employees of the Company.
2.8
Compensation:
The “Compensation” of a
Participant shall mean all of a Participant’s:
x
(a)
Base salary.
x
(b)
Service Bonus.
x
(c)
Performance-Based Compensation
earned in a period of 12 months or more.
o
(d)
Commissions.
o
(e)
Compensation received as an
Independent Contractor reportable on Form 1099.
o
(f)
Other: .
2.9
Crediting Date:
The Deferred Compensation Account of
a Participant shall be credited with the amount of any Participant
Deferral to such account at the time designated below:
o
(a)
The last business day of each Plan
Year.
o
(b)
The last business day of each
calendar quarter during the Plan Year.
o
(c)
The last business day of each month
during the Plan Year.
o
(d)
The last business day of each
payroll period during the Plan Year.
o
(e)
Each pay day as reported by the
Employer.
x
(f)
Any business day on which
Participant Deferrals are received by the administrative
recordkeeper.
o
(g)
Other: .
2.13
Effective Date:
o
(a)
This is a newly-established Plan,
and the Effective Date of the Plan
is .
x
(b)
“This is an amendment of a
plan named Isle of Capri Casinos, Inc. 2005 Deferred
Compensation Plan with an effective date of January 1, 2005.
The effective date of this amended and restated plan is
January 1, 2009. This is amendment number
“1”
x
(i)
All amounts in Deferred Compensation
Accounts shall be subject to the provisions of this amended and
restated Plan.
o
(ii)
Any Grandfathered Amounts shall be
subject to the Plan rules in effect on October 3,
2004.
2
2.20
Normal Retirement Age:
The Normal Retirement Age of a
Participant shall be:
o
(a)
Age
.
o
(b)
The later of
age or
the anniversary
of the participation commencement date. The participation
commencement date is the first day of the first Plan Year in which
the Participant commenced participation in the Plan.
x
(c)
Other: N/A.
2.23
Participating
Employer(s): As of the
Effective Date, the following Participating Employer(s) are
parties to the Plan:
“Exhibit A, as it may be
amended from time to time, includes those members of the controlled
group including Isle of Capri Casinos, Inc., who shall be
deemed participating employers, without the necessity of further
action; each such employer shall be deemed to have delegated to
Isle of Capri Casinos, Inc., including the Compensation
Committee of its Board of Directors, the authority to administer
this plan and to amend, modify terminate or replace this plan, as
they deem necessary or appropriate.”
2.26
Plan: The name of the Plan is
Isle of Capri Casinos, Inc.
Amended and Restated Deferred Compensation Plan.
2.28
Plan Year:
The Plan Year shall end each year on
the last day of the month of December .
2.30
Seniority Date:
The date on which a Participant
has:
o
(a)
Attained
age .
o
(b)
Completed Years of
Service from First Date of Service.
o
(c)
Attained
age and
completed Years of Service from First Date
of Service.
o
(d)
Attained an age as elected by the
Participant.
x
(e)
Not applicable – distribution
elections for Separation from Service are not based on Seniority
Date
3
4.1
Participant Deferral
Credits: Subject to the
limitations in Section 4.1 of the Plan, a Participant may
elect to have his Compensation (as selected in Section 2.8 of
this Adoption Agreement) deferred within the annual limits below by
the following percentage or amount as designated in writing to the
Committee:
x
(a)
Base salary:
minimum
deferral: %
maximum deferral:
$ or 100%
x
(b)
Service Bonus:
minimum
deferral: %
maximum deferral:
$ or 100%
x
(c)
Performance-Based
Compensation:
minimum
deferral: %
maximum deferral:
$ or 100%
o
(d)
Commissions:
minimum
deferral: %
maximum deferral:
$ or %
o
(e)
Form 1099
Compensation:
minimum
deferral: %
maximum deferral:
$ or %
o
(f)
Other:
minimum
deferral: %
maximum deferral:
$ or %
o
(g)
Participant deferrals not
allowed.
4
4.2
Employer Credits:
Employer Credits will be made in the
following manner:
x
(a)
Employer Discretionary
Credits: The Employer may
make discretionar
