EXHIBIT 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT ("Agreement"), dated as of December
23,
2005, between SIX FLAGS, INC., a Delaware
corporation (the "Company"), and
KIERAN E. BURKE (the "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Executive, the Company and Six Flags Operations,
Inc. are parties to an Employment
Agreement, dated as of December 31, 2003 (the
"Employment Agreement");
WHEREAS, the Executive and the Company have mutually agreed to
the
termination of the Executive's employment
as Chief Executive Officer, President
and Chief Operating Officer of the Company;
and
WHEREAS, the Executive and the Company desire to set forth
herein
the terms and conditions of the termination
of the Executive's employment with
the Company.
NOW, THEREFORE, in consideration of the mutual covenants set
forth
herein, and for other good and valuable
consideration, it is hereby agreed as
follows:
1. Termination of Employment. The Executive's employment as
Chief
Executive Officer, President and Chief
Operating Officer of the Company
terminated on December 13, 2005 (the
"Termination Date") upon the terms and
conditions set forth herein. The Executive
does hereby resign from any and all
director, officer and employee positions
held by the Executive in any Subsidiary
(as defined in Section 10(c)(i) hereof ) or
Affiliate (as defined in Section
10(c)(ii) hereof) of the Company as of the
Termination Date.
2. Consulting Services. From the Termination Date until March
15,
2006, the Executive shall provide such
consulting services to the Company as the
Chief Executive Officer of the Company
shall reasonably request and at such
times and at such locations that are
mutually agreeable to the Executive and the
Company; provided, however, that such
consulting services to be provided by the
Executive shall not interfere with the
Executive's other business commitments.
3. Payments. (a) The Company shall pay the Executive, by wire
transfer on December 14, 2005 to an account
designated by the Executive, the
following amounts:
(i) $7,000,000; and
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(ii) $2,334,000, which represents the bonus required to
be paid to the Executive pursuant to the
Employment Agreement in respect of the
Company's 2005 fiscal year pursuant to the
formula previously adopted by the
Compensation Committee of the Company's
Board of Directors and determined as if
the Company's EBITDA for such fiscal year
equals $300 million.
(b) The Company shall pay the Executive the Base Salary (as
defined in Section 5(a) of the Employment
Agreement) in effect immediately prior
to the Termination Date through the
Termination Date.
(c) The Company shall pay or provide the Executive any amounts
earned, accrued or owing as of the
Termination Date but not yet paid under
Section 6 of the Employment Agreement.
4. Equity Awards. As required by the terms of the Employment
Agreement, the Company shall grant,
effective immediately prior to the
effectiveness of the termination of the
Executive's employment with the Company,
to the Executive under the Company's 2001
Stock Option and Incentive Plan (the
"2001 Plan") a stock option (the "Stock
Option") to purchase 240,000 shares of
the Company's Common Stock, par value $.025
per share ( "Common Stock"). The
Stock Option shall have an exercise price
per share equal to the fair market
value (as defined in the 2001 Plan) of a
share of Common Stock on the date of
grant, shall be fully vested and
exercisable on the Termination Date, shall be
exercisable for a period of 90 days after
the Termination Date, and shall have
such other terms and conditions, not
inconsistent with the foregoing or with any
other provision of this Agreement, as are
customarily contained in the grant
letters under the 2001 Plan heretofore
issued by the Company. In the event of a
stock dividend, stock split, share
combination, exchange of shares,
recapitalization, merger, consolidation,
reorganization, liquidation or other
comparable changes or transactions of or by
the Company, an appropriate
adjustment to the number of shares of
Common Stock into which the Stock Option
is exercisable shall be made to give proper
effect to such event.
In addition, all Options previously granted to the Executive
prior
to the Termination Date shall be fully
vested and exercisable as of the
Termination Date. Such Options, and any
other stock options previously granted
to the Executive to the extent exercisable
on the Termination Date, shall be
exercisable for a period of 90 days after
the Termination Date, and shall be
subject to adjustment as provided in this
Section 4(a).
(b) As required by the terms of the Employment Agreement, the
Company shall grant, effective immediately
prior to the effectiveness of the
termination of the Executive's employment
with the Company, to the Executive
80,000 shares of the Company's Common Stock
(the "Shares"). The Shares shall not
be subject to any restrictions and no
Restriction Period shall apply to the
Shares. Share certificates evidencing such
Shares shall be delivered to the
Executive as promptly as practicable after
the Termination Date.
In addition, the Restriction Period with respect to all
Restricted
Shares previously granted to the Executive
prior to the Termination Date shall
automatically and immediately expire as of
the Termination Date. To the extent
not previously delivered to the Executive,
share certificates evidencing such
Restricted Shares, and any other Restricted
Shares previously granted to the
Executive as to which the Restriction
Period had expired prior to the
Termination Date, shall be delivered to the
Executive as promptly as practicable
after the Termination Date.
(c) For purposes of this Agreement:
(i) "Options" shall have the meaning ascribed to such
term in Section 5(d) of the Employment
Agreement.
(ii) "Restriction Period" shall have the meaning
ascribed to such term in Section 9(c)(iii)
of the Employment Agreement.
(iii) "Restricted Shares" shall have the meaning
ascribed to such term in Section 9(a) of
the Employment Agreement.
5. Benefits. The Executive shall be entitled to:
(a) continued participation at the Company's expense in
medical, dental and hospitalization
insurance coverage and in all other employee
benefit plans and programs in which he was
participating on or immediately prior
to the Termination Date for a period equal
to the longest of (i) 6 months from
the Termination Date, (ii) the minimum
period prescribed by applicable law or
(iii) the period set forth in the
applicable plan or program of the Company; and
(b) other or additional benefits in accordance with applicable
plans and programs of the Company.
6. Reimbursement of Expenses. The Company shall pay or reimburse
the
Executive for all reasonable travel,
entertainment and other business expenses
actually incurred or paid by the Executive
in the performance of his duties
under the Employment Agreement through the
Termination Date or in the
performance of his duties under Section 2
hereof, in each case, upon
presentation of expense statements or
vouchers or such other supporting
information as the Company may reasonably
require.
7. Golden Parachute Payment Excise Tax Gross-Up. As required by
the
terms of the Employment Agreement, in the
event that the Executive receives any
payments or benefits pursuant to this
Agreement, including accelerated issuance
or vesting of restricted stock or stock
options, then the Company shall pay the
Executive any additional amounts that are
required to be paid by the Executive
as excise taxes imposed by Section 4999 of
the Internal Revenue Code of 1986, as
amended, in respect to the aggregate of all
payments or benefits made or
provided to the Executive under this
Agreement or under any other plans or
programs of the Company.
8. No Mitigation. The Executive shall be under no obligation to
seek
other employment.
9. Non-Disparagement. (a) The Executive shall take no action
which
is intended or would reasonably be expected
to damage or otherwise materially
diminish the reputation of the Company or
any of its Subsidiaries, Affiliates,
officers or directors, or lead to unwanted
or unfavorable publicity to the
Company or any of its Subsidiaries,
Affiliates, officers or directors.
(b) The Company shall make no public statement, and shall
direct its officers and directors not to
take any action or make any statement,
which is intended or would reasonably be
expected to damage or otherwise
materially diminish the Executive's
reputation, or lead to unwanted or
unfavorable publicity to the Executive.
(c) Notwithstanding the obligations of this Section 9 or any
other obligation to the contrary, the
Executive and the Company are permitted to
provide truthful and accurate information
if required by any court or government
agency or body or as otherwise required by
law.
10. Releases. (a) The Executive hereby releases and discharges
the
Company, each of its Subsidiaries and
Affiliates, and their respective past and
present officers, directors, shareholders,
employees and agents (but only in
their capacities as such) (the "Company
Releasees") from any and all claims and
causes of action, known or unknown,
asserted or unasserted, which the Executive
has or may have against the Company
Releasees for compensation and benefits
existing at any time on or prior to the
Termination Date, other than pursuant to
(i) this Agreement, (ii) the Indemnity
Agreement, dated as of September 16,
2004, between the Company and the Executive
(the "Indemnity Agreement"), and
(iii) each other benefit plan or
arrangement in which the Executive has
participated during his employment wi
