Exhibit 10.45.1
---------------
SECOND AMENDMENT TO EXECUTIVE AGREEMENT
---------------------------------------
THIS AMENDMENT TO EXECUTIVE AGREEMENT (the "Amendment") entered into as
of October ___, 2000, by and among XXXXXX X. XXXXX (the "Executive"), XXXXX
HOTELS & CASINO RESORTS, INC., a Delaware corporation (the "Company"), and XXXXX
HOTELS & CASINO RESORTS HOLDINGS, L.P., a Delaware limited partnership ("Xxxxx
Holdings").
WITNESSETH:
WHEREAS, the Executive, the Company and Xxxxx Holdings are parties to
that certain Executive Agreement dated as of June 12, 1995, as amended by that
certain Amendment to Executive Agreement dated as of May 16, 1996 (as so
amended, the "Executive Agreement");
WHEREAS, the term of the employment agreement of the Company's former
president and chief executive officer has expired;
WHEREAS, the Company desires the Executive to assume the
responsibilities of president and chief executive officer of the Company, and
the Executive is willing to assume such position;
WHEREAS, the Executive, the Company and Xxxxx Holdings wish to amend
the Executive Agreement to reflect the additional responsibilities being assumed
by the Executive; and
WHEREAS, the Company's Board of Directors, Special Committee of the
Board of Directors and Compensation Committee of the Board of Directors have
approved this Amendment.
NOW THEREFORE, in consideration of the promises and mutual covenants
contained herein and in the Executive Agreement, the parties hereto agree to
amend the Executive Agreement in accordance with Section 4.13 thereof, as
follows:
1. Definitions. Capitalized terms not otherwise defined herein
------------
shall have the same meanings as ascribed to them in the
Executive Agreement.
2. Amendments.
-----------
(a) The first sentence of Section 1.1 of the Executive
Agreement is hereby amended by adding a comma and
inserting the phrase "President and Chief Executive
Officer" immediately after the work "Board."
(b) Section 2.1 of the Executive Agreement is hereby
amended by deleting the word "three" on each of the
third, fifth and eighth lines thereof and
substituting in its place and stead the word "five."
(c) Section 3.1 of the Executive Agreement is hereby
amended and restated in its entirety to read as
follows:
3.1 Annual Fees. In consideration of the
------------
Services rendered by the Executive
hereunder, Xxxxx Holdings shall pay to the
Executive for each twelve (12) month period
during the term of this Agreement
compensation equal to the sum of One Million
Five Hundred Thousand Dollars ($1,500,000)
(the "Annual Compensation"). The Annual
Compensation shall be payable in equal
monthly installments, commencing as of the
date hereof and, thereafter on the first day
of each month during the term of this
Agreement.
3. Counterparts. Except as modified herein, the Executive
-------------
Agreement shall remain unmodified and in full force and
effect. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the
same effect as of the signatures thereto and hereto were
upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
/s/ Xxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxx X. Xxxxx
XXXXX HOTELS & CASINO RESORTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
and Secretary
XXXXX HOTELS & CASINO RESORTS
HOLDINGS, L.P.
By: Xxxxx Hotels & Casino Resorts, Inc.,
its general partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
and Secretary
