EXHIBIT 10.1
February 28, 2005
Paul E. Rubeli
Chairman of the Board and CEO
Aztar Corporation
2390 E. Camelback Road, Suite 400
Phoenix, Arizona 85016
Dear Paul:
In
connection with your retirement from the position of Chairman of
the Board and Chief Executive Officer ("CEO") of Aztar Corporation
(the "Company") on March 1, 2005 (the "Retirement Date") and
pursuant to Section 3(e) of the Aztar Corporation NonQualified
Retirement Plan for Senior Executives Effective January 1, 1990,
you have elected, and the Company has agreed to provide you with, a
single lump sum distribution of your retirement benefit. In
consideration of the foregoing, you have agreed to enter into a
noncompetition agreement with the Company. This letter sets forth
the agreement that has been reached between you and the Company
concerning the aforementioned noncompetition agreement (this
"Agreement").
1. You
acknowledge and agree that you possess confidential and proprietary
information regarding the Company and its business. Such
confidential and proprietary information includes, but is not
limited to: financial data, strategic or financial plans, business
plans, proprietary project information, marketing plans, future
transactions (regardless of whether or not such transactions are
executed), customer lists, employee lists, employees' salary and
other compensation, and other proprietary and confidential
information of the Company, which is not publicly available.
2. You
agree that for a period of twelve (12) months following the
Retirement Date, you shall not engage in "Competition" with the
Company. For purposes of this Agreement,
Competitio
