AZTAR CORPORATION
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
February 25, 1998
Xx. Xxxx X. Xxxxxx
Chairman of the Board, President and
Chief Executive Officer
Aztar Corporation
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxx:
By letter agreement dated July 6, 1995 (the "Severance
Agreement"), Aztar Corporation (the "Corporation") agreed to provide you
with certain severance benefits in the event your employment with the
Corporation terminated in a Qualifying Termination (as defined in the
Severance Agreement). In consideration of your valuable services to the
Corporation and in order to induce you to continue your employment with the
Corporation, the Corporation and you hereby agree to amend the Severance
Agreement by amending and restating clause ii) of Section 7.1 of the
Severance Agreement in its entirety, as follows:
"ii) in lieu of any further salary or other payments to you under any
agreement for periods subsequent to the Date of Termination, the
Corporation shall pay as severance pay to you, at the time specified
in Section 7.2, a lump sum severance payment (together with the
payments provided in Sections 7.1(iii) and 7.1(iv) below, the
"Severance Payments") equal to 300% of your base salary as in effect
as of the Date of Termination and 300% of the average of the annual
bonuses awarded to you pursuant to the Corporation's performance bonus
plan (the "Bonus Plan"), or any successor bonus plan thereto, with
respect to the three (3) fiscal years (or your total years of
employment with the Corporation, if less than three (3)) preceding the
Date of Termination;"
If this letter sets forth our agreement on the subject matter
hereof, kindly sign and return to the Corporation the enclosed copy of this
letter, which shall then constitute our agreement on this subject.
Sincerely,
AZTAR CORPORATION
By X. XXXXXXX
Xxxxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
Agreed to this of 23rd day
of March 1998.
XXXX X. XXXXXX
Xxxx X. Xxxxxx
Address: Xxxx X. Xxxxxx
Chairman of the Board, President and
Chief Executive Officer
c/o Aztar Corporation
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
