Exhibit 10.7
Colony Resorts LVH Acquisitions, LLC
1999 Avenue of the Stars
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx
March 10, 2004
VIA HAND DELIVERY
Xx. Xxxxxxx Xxxxxx
Chief Executive Officer
Colony Resorts LVH Acquisitions, LLC
Las Vegas Hilton Hotel and Casino
0000 Xxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Dear Xxxx:
You entered into an employment agreement with Colony Resorts LVH Acquisitions,
LLC (the "Company") dated March 9, 2004 (the "Agreement"), which sets forth the
terms and conditions of your employment with the Company as its Chief Executive
Officer. Section 11(c) of the Agreement provides that the terms of the Agreement
shall not be modified unless in writing and signed by the parties.
The purpose of this letter is to amend Section 3(d) of the Agreement to provide
for an option to purchase 1.5% of the Class B Membership Units of the Company.
The Agreement currently provides for an outright grant (subject to certain
restrictions) equal to 1.5% of the Class B Membership Units. The terms of the
option will be set forth in a written option agreement, which, among other
things, will provide that the Company may withhold the Class B Membership Units
that would otherwise be issuable to you as a result of the exercise of the
option, to satisfy the option exercise price and the withholding tax obligation.
Section 3(d) of the Agreement is hereby amended in its entirety as follows:
"(d) Option to Purchase Membership Units. Executive shall be granted an
option (the "Option") to purchase 1.5% of the Class B Membership Units in the
Company ("Class B Membership Units") issued and outstanding as of the date on
which the closing of the transactions contemplated by the Purchase and Sale
Agreement (the "Transactions"), dated December 24, 2003, by and among the
Company, LVH Corporation and Park Place Entertainment Corporation (the "Purchase
Agreement") occurs. The Option shall be granted pursuant to the Colony Resorts
LVH Acquisitions, LLC 2004 Incentive Plan (the "Incentive Plan"), which shall be
established and adopted by the Company in connection with the Transactions. The
Option shall be subject to three-year vesting under which Executive may exercise
one-third of the Class B Membership Units subject to the Option each year on and
after
each of the first, second and third anniversaries of the date on which the
Option is granted. The Option shall be subject in all respects to the terms of
(i) the Incentive Plan, (ii) an individual option agreement to be entered into
evidencing the Option (the "Option Agreement"), and (iii) the Holders Agreement
to be entered into in connection with the consummation of the transactions
contemplated by the Purchase Agreement. The Option Agreement shall provide that
the payment of the exercise price for the Class B Membership Units subject to
the Option and withholding tax obligations may be satisfied by withholding such
number of the Company's Class B Membership Units that would otherwise be
issuable to Executive as a result of the exercise of the Option."
Other than the amendment to Section 3(d) as provided herein, all other terms and
conditions of the Agreement shall remain in full force and effect.
If you agree with the amendments to the Agreement as provided herein, please
acknowledge your acceptance by signing and dating this letter in the spaces
provided below and returning the original of this letter to me.
Sincerely,
Colony Resorts LVH Acquisitions, LLC
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Manager
Accepted and Agreed:
/s/ Xxxxxxx Xxxxxx
---------------------------------------
Xxxxxxx Xxxxxx
Date: March 10, 2004
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