Exhibit l0.5
AMENDMENT TO THE
RESTORATION PLAN FOR EMPLOYEES OF SHOWBOAT
THIS AGREEMENT to THE RESTORATION PLAN FOR EMPLOYEES OF SHOWBOAT (the
"Plan") is made as of the 12th day of May, 1998.
WHEREAS, Showboat, Inc. (the "Employer") adopted the Plan, which was
generally effective as of April 1, 1994; and
WHEREAS, the Employer has reserved the right to amend the Plan pursuant to
Article III, Section 3.01 thereof; and
WHEREAS, the Employer wishes to amend the Plan to clarify and/or provide
certain additional provisions.
NOW, THEREFORE, the Employer, intending to be legally bound, adopts this
Amendment to the Plan as follows:
1. Section 2.08 is hereby amended by deleting the test of said Section in
its entirety and substituting therefor the following:
"All vested benefits under this Plan shall be paid as follows:
(i) In the event of a Participant's death, total disability or
termination of employment, said benefits shall be paid out in two lump sum
installments as follows:
(a) One-half (1/2) of the amount in the Participant's vested
Accounts shall be paid as soon as
administratively possible following the death, total disability or termination
of the Participant, and
(b) The remaining balance in the Participant's vested Accounts
shall be paid on or about the next anniversary date of said first lump sum
payment.
(ii) In the event of a Participant's retirement, including any
termination of employment determined by the Company, in its sole discretion, to
be retirement, said benefits shall be paid out in five lump sum installments as
follows:
(a) One-Fifth (l/5)of the amount in the Participant's vested
Accounts shall be paid as soon as administratively possible following the
retirement of the Participant;
(b) One-Fourth (1/4) of the remaining balance in the
Participant's vested Accounts shall be paid on or about the next successive
anniversary date of said first lump sum payment;
(c) One-Third (1/3) of the remaining balance in the
Participant's vested Accounts shall be paid on or about the next successive
anniversary date of said second lump sum payment;
(d) One-Half (1/2) of the remaining balance in the
Participant's vested Accounts shall be paid on or about the next successive
anniversary date of said lump sum payment.
(e) The remaining balance in the Participant's vested Accounts
shall be paid on or about the next anniversary date of said fourth lump sum
Payment."
2. Article IV is hereby amended by deleting the text of said Article in
its entirety and substituting therefor the following:
"In the event of a Change of Control prior to a Participant's death, total
disability, termination of employment or retirement, then, unless
otherwise agreed to by the Company, the entire amount of vested benefits
in a Participant's Accounts will be paid to the Participant as soon as
administratively possible following the end of the Plan Year in which the
change of control occurred. For purposes of this plan, a "Change of
Control" of Showboat, Inc. ("SBI") shall be deemed to have occurred at
such time as (a) any "person" (as term is used in Section 13(d) and 14(d)
of the Exchange Act) becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of
SBI representing 25.0% or more of the combined voting power of SBI's
outstanding securities ordinarily having the right to vote at the election
of directors; or (b) individuals who constitute the Board of Directors of
SBI on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a
majority thereof, provided that any person becoming director subsequent to
the date hereof whose election was approved by at least a majority of the
directors comprising the Incumbent Board, or whose nomination or election
was approved by a majority of the Board of Directors of SBI serving under
an Incumbent Board, shall be, for purposes of this clause (b) considered
as he or she were a member of the Incumbent Board or (c) merger,
consolidation or sale of all or substantially all the assets of SBI
occurs, unless such merger or consolidation shall have been affirmatively
recommended to SBI's stockholders by a majority of the Incumbent Board; or
(d) a proxy statement soliciting proxies from Stockholder of SBI, by
someone other than the current management of SBI seeking stockholder
approval of a plan of reorganization, merger or consolidation of SBI, with
one or more corporations as a result of which the outstanding shares of
SBI's securities are actually exchanged for or converted into cash or
property or securities not issued by SBI unless the reorganization, merger
or consolidation shall have been affirmatively recommended to SBI's
stockholder by a majority of the Incumbent Board."
3. Any capitalized terms herein not defined shall have the same meanings
as set forth in the Plan.
The foregoing amendments shall be effective as of the 12th day of May,
1998, unless otherwise provided herein. In all other respects, the Plan is
hereby affirmed.
IN WITNESS WHEREOF, the undersigned has adopted the foregoing amendment as
of the date and year above.
ATTEST: SHOWBOAT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Exec. Vice Pres. H.R.
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